Terms of Service.

These Terms of Service form a binding agreement between you and CartAI, LLC, a Texas limited liability company ("CartAI," "we," or "us"). These Terms govern your access to and use of CartAI's websites, dashboards, developer portals, APIs, SDKs, Hosted Cart component, and any other online services that link to these Terms (collectively, the "Services").

CartAI provides infrastructure that enables applications, agents, and other interfaces to execute transactions across web properties. CartAI is not a merchant and is not the merchant of record on any transaction. The applicable Merchant sets all pricing and is solely responsible for fulfillment, customer service, post-purchase support, order tracking, and returns or exchanges.

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you may not use the Services.

01Changes to These Terms

We may update these Terms at any time in our sole discretion. When we do, we will revise the "Last updated" date above. For material changes, we will provide additional notice (such as by email or in-product notice). Updated Terms are effective when posted unless a later effective date is stated.

If you continue to access or use the Services after updated Terms are posted, you are agreeing to the updated Terms. Developers and API users with active production access will be required to affirmatively re-accept updated Terms before regaining production access, as described in Section 4.

We may change, add, or remove features, or suspend or discontinue all or part of the Services at any time, without liability to you.

02Roles and Relationships

2.1 CartAI's Role

CartAI is a transaction infrastructure provider — a technical facilitator that deploys AI agents to navigate web properties and execute transactions at your direction. CartAI does not manufacture, own, or control products offered by Merchants; does not set or guarantee pricing; is not a party to any contract of sale; and is not the merchant of record on any transaction.

2.2 Merchants

Each Merchant is an independent third party and the merchant of record for purchases. The Merchant is solely responsible for all pricing, taxes, product quality, inventory, shipping, delivery, returns, exchanges, refunds, warranties, post-purchase customer service, order tracking, and compliance with applicable consumer protection laws. CartAI is not liable for any Merchant's acts or omissions.

2.3 Customers (Developers and Businesses)

"Customers" or "Developers" are businesses and individuals who integrate CartAI via the API, SDK, or Hosted Cart component. Customers agree to these Terms upon account creation and production access activation as described in Section 4.

2.4 End Users

"End Users" are individuals whose transactions are processed through a CartAI-powered flow operated by a Customer. The Customer is responsible for obtaining End User consent to CartAI's role and for their own terms and privacy disclosures. CartAI does not act as your legal, financial, or fiduciary agent.

03Eligibility

By accessing or using the Services, you represent and warrant that you have read, understood, and agreed to these Terms; you are at least 18 years old; you have the legal authority to enter into this Agreement; and you have not been previously suspended or banned from the Services. We do not knowingly allow use by children under 13.

04Account Registration, Clickwrap Acceptance, and Production Access

4.1 Sandbox Access

Developers may register for a CartAI sandbox account to test the Services without a formal production agreement. Sandbox access is provided "as-is" for evaluation only, with no uptime guarantees, and may not be used for live transactions involving real payment instruments or real End Users.

4.2 Production Access — Clickwrap Acceptance

To activate production access, a Developer must complete CartAI's production onboarding flow, which includes a clickwrap acceptance step presenting a button or checkbox with language substantially as follows:

This click constitutes a legally binding acceptance of these Terms. CartAI logs the user account identifier, timestamp of acceptance, IP address, version of the Terms accepted, and acceptance mechanism. This log is CartAI's record of your agreement.

No separate written agreement or signature is required for standard production access. Enterprise Customers with custom pricing, SLA commitments, or other negotiated terms will execute a separate written agreement, which governs where it conflicts with these Terms.

4.3 Updates to Terms

When CartAI updates these Terms materially, Developers with active production access will be notified by email and required to re-accept via the same clickwrap mechanism before production access is restored.

4.4 Account Security

You are responsible for keeping your credentials, API keys, and tokens confidential; all activities under your account; and notifying us promptly at legal@cartai.ai if you suspect unauthorized access. CartAI is not liable for losses from unauthorized use if you fail to keep credentials secure.

4.5 Account Cancellation

You may cancel your account at any time by contacting info@cartai.ai. Cancellation does not entitle you to a refund of fees already paid. CartAI will handle your data upon cancellation in accordance with our Privacy Policy.

05License and Acceptable Use

5.1 License Grant

Subject to these Terms, CartAI grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for their intended purpose. We may suspend or revoke your access at any time if we believe you have violated these Terms or pose a risk to the Services.

5.2 Acceptable Use

You agree not to:

1. Use the Services for any fraudulent, deceptive, or illegal purpose, including processing unauthorized transactions;
2. Impersonate any person or entity or misrepresent your identity or authorization;
3. Execute transactions without the authorization of the End User whose payment credentials and personal data are being used;
4. Embed API keys or secrets in client-side code or otherwise expose them publicly;
5. Attempt to reverse engineer, decompile, or derive source code from any part of the Services;
6. Use the Services or data from the Services to build a competing service or to benchmark the Services in a competitive context;
7. Scrape, crawl, or harvest data from the Services except through authorized APIs;
8. Interfere with or disrupt the Services or circumvent security or rate-limit controls;
9. Attempt to gain unauthorized access to any non-public portion of the Services;
10. Use the Services in violation of applicable laws, including consumer protection, data privacy, payment card network rules, or export controls; or
11. Resell, sublicense, or white-label the Services without CartAI's prior written consent.

06Transactions, Payments, and Merchant Relationships

6.1 CartAI Is Not the Merchant of Record

Your purchases are between you (or your End Users) and the applicable Merchant. CartAI facilitates the transaction but is not a party to the contract of sale. The Merchant is solely responsible for pricing, taxes, product quality, inventory, shipping, delivery, post-purchase customer service, order tracking and communications, returns, exchanges, and refunds in accordance with the Merchant's own policies, and compliance with all applicable consumer protection laws.

CartAI has no obligation to fulfill, track, adjust, refund, or cancel any order placed through the Services. All post-purchase matters must be directed to the applicable Merchant and/or the End User's payment provider.

6.2 Payment Authorization

By initiating a transaction, you authorize CartAI to use stored Checkout Data and Vaulted Tokens to pre-fill and submit the transaction; request an Agentic Payment Token from the applicable protocol provider at the time of transaction; and receive and relay transaction status back to you or to the Customer application. Payment authorization is subject to the applicable issuer, payment processor, and Merchant. CartAI has no responsibility for payment declines or failures caused by third parties.

6.3 Pricing and Taxes

CartAI does not set, guarantee, or control Merchant pricing. Prices reflect the Merchant's pricing at the time of execution. CartAI is not responsible for price changes, pricing errors, or tax calculations made by Merchants.

6.4 Refunds, Chargebacks, and Disputes

Refunds and returns are governed solely by the applicable Merchant's policies. CartAI does not process refunds and is not responsible for how Merchants handle chargebacks or disputes. Direct all order-related disputes to the Merchant and/or your payment card issuer.

6.5 Transaction Failure

CartAI's agents interact with live web properties subject to change by Merchants, anti-bot systems, network conditions, and other factors outside CartAI's control. CartAI does not guarantee that any transaction will be successfully completed and is not liable for failed, incomplete, or duplicated transactions caused by third-party systems, Merchant changes, or factors outside CartAI's reasonable control.

07Payment Terms (Customer / Developer Accounts)

7.1 Fees

CartAI charges fees for production API usage as described in the pricing schedule in your account dashboard or as separately agreed. Fees are based on transaction volume (basis points on GMV) and/or other usage metrics as specified. CartAI reserves the right to update pricing with reasonable notice to active Customers.

7.2 Billing

Fees are billed in accordance with the billing cycle and payment method on file. You are responsible for keeping billing information current. Failure to pay fees when due may result in suspension or termination of production access.

7.3 Taxes

You are responsible for all taxes, duties, and assessments associated with your use of the Services, other than taxes on CartAI's net income.

08Intellectual Property

CartAI and its licensors own all right, title, and interest in and to the Services, including all software, code, APIs, interfaces, designs, text, graphics, logos, and related intellectual property. Except for the limited license in Section 5.1, nothing in these Terms transfers any ownership rights or grants you any rights to use CartAI's trademarks, logos, or branding without prior written consent.

8.1 Feedback

If you provide CartAI with suggestions, ideas, or other feedback ("Feedback"), you do so voluntarily. You grant CartAI a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, and commercialize such Feedback without obligation or compensation to you.

09Customer Data and End User Data

9.1 Customer Data

Customers retain ownership of Customer Data submitted to the Services. By submitting Customer Data, you grant CartAI a limited license to process it solely to provide the Services, prevent fraud, improve reliability, and comply with law.

9.2 End User Consent

Customers are solely responsible for obtaining all necessary consents from End Users for CartAI to process their Personal Data, Checkout Data, and Payment Credentials. CartAI acts as a service provider with respect to End User data and processes it only at the Customer's direction.

9.3 Hosted Cart

Where CartAI's Hosted Cart component is used, the Customer is responsible for providing appropriate consent language to End Users. The Hosted Cart may display a "Powered by CartAI" attribution. The Customer controls the overall user-facing experience and disclosures; CartAI does not represent itself as the data controller to End Users in a Hosted Cart deployment.

10Confidentiality

In connection with your use of the Services, you may receive Confidential Information, including non-public technical and business information, API keys, transaction data, and integration details. You agree to use Confidential Information solely for your authorized use of the Services; not disclose it to any third party without CartAI's prior written consent; and use reasonable safeguards to protect it. If compelled by law to disclose, provide CartAI with reasonable prior notice to the extent legally permitted.

11Privacy and Data

Our Privacy Policy governs how CartAI collects, uses, and shares information. By using the Services, you consent to CartAI's data practices as described in the Privacy Policy. If you interact with a Merchant through the Services, the Merchant's own privacy policy governs their use of your information. CartAI is not responsible for any Merchant's privacy or data practices.

12Third-Party Services and Partners

The Services integrate with third-party providers including PCI-compliant card vaulting partners, agentic payment protocol providers (such as Visa Intelligent Commerce and Mastercard AgentPay), and bot-mitigation partners (such as Cloudflare, HUMAN, and Fingerprint). These third parties are independent of CartAI and subject to their own terms. CartAI is not responsible for the availability or performance of third-party services, and their failure does not constitute a breach by CartAI.

13Export Controls and Sanctions

You agree not to access or use the Services from any country or region subject to comprehensive U.S. sanctions, or by or on behalf of any person or entity on U.S. or applicable sanctions lists. You are responsible for complying with all export, import, and sanctions laws applicable to your use of the Services.

14Indemnification

You agree to indemnify, defend, and hold harmless CartAI and its members, officers, employees, agents, and licensors from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

1. Your use of or access to the Services;
2. Any data, content, or instructions you submit to or through the Services;
3. Your violation of these Terms;
4. Your violation of any applicable law or third-party rights; or
5. Any claim by an End User arising from a Customer's integration, use of the Services, or failure to obtain required End User consents.

15Disclaimers of Warranties

16Limitation of Liability

Specific Exclusions

• Merchant Actions: CartAI is not liable for any loss arising from a Merchant's pricing, product quality, failure to fulfill an order, refusal to accept a return, or any other Merchant act or omission.
• Transaction Failures: CartAI is not liable for failed, incomplete, or duplicated transactions caused by third-party systems, anti-bot measures, network conditions, or Merchant changes.
• Payment Processing: CartAI is not liable for payment declines, fraud, unauthorized charges, or errors by payment processors, card issuers, or agentic payment protocol providers.
• Third-Party Services: CartAI is not liable for the unavailability or failure of any vaulting partner, bot-mitigation partner, or payment network provider.

17Governing Law and Venue

These Terms and any disputes arising out of or related to them or the Services are governed by the laws of the State of Texas, without regard to its conflict-of-law principles, except that the Federal Arbitration Act governs the enforcement of the Arbitration Agreement in Section 19.

To the extent claims are brought in court (if you opt out of arbitration, for claims not subject to arbitration, or for injunctive relief), you and CartAI agree that all such claims must be brought exclusively in the state or federal courts located in Collin County or Dallas County, Texas, and you consent to the personal jurisdiction of those courts.

18Termination

These Terms remain in effect while you use the Services. CartAI may suspend, restrict, or terminate your access at any time, including for violation of these Terms, non-payment of fees, or risk to the Services. Sections 8, 9, 10, 14, 15, 16, 17, 19, and 20 survive termination.

19Dispute Resolution and Arbitration Agreement

19.1 Agreement to Arbitrate

You and CartAI agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any transaction involving the Services ("Disputes") will be resolved exclusively by binding individual arbitration, except that either party may bring an eligible claim in small claims court as an individual action, and either party may seek injunctive relief in court to prevent infringement or misuse of intellectual property rights.

19.2 Arbitration Rules and Forum

This Arbitration Agreement is governed by the U.S. Federal Arbitration Act. Arbitration will be administered by JAMS under its applicable rules, available at jamsadr.com. Arbitration may be conducted in Collin County or Dallas County, Texas; in the county where you reside; by telephone or video conference; or based on written submissions. If the arbitrator determines you cannot afford JAMS fees and cannot obtain a waiver, CartAI will pay them.

19.3 Waiver of Class Actions

19.4 Waiver of Jury Trial

19.5 Opt-Out

You may opt out of this Arbitration Agreement by sending written notice to legal@cartai.ai within thirty (30) days after you first accept these Terms. Your notice must include your full name, mailing address, email address on file with CartAI, and a clear statement that you wish to opt out. If you opt out, all other provisions of these Terms remain in effect.

19.6 Non-U.S. Users

If you are a consumer in a jurisdiction where mandatory law prohibits arbitration or certain aspects of this Arbitration Agreement, this Section 19 may not apply to you to the extent it conflicts with that mandatory law.

20General Provisions

• No Agency or Partnership. These Terms do not create any partnership, joint venture, employment, or agency relationship between you and CartAI or between you and any Merchant.
• Electronic Communications. By using the Services, you consent to receive electronic communications from CartAI and agree that all agreements and notices provided electronically satisfy any legal requirement that they be in writing.
• Entire Agreement. These Terms, together with the Privacy Policy and any separately executed enterprise agreement, constitute the entire agreement between you and CartAI regarding the Services and supersede all prior agreements.
• Severability. If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.
• No Waiver. Any failure by CartAI to enforce any right or provision is not a waiver of that right or provision.
• Force Majeure. CartAI is not liable for any delay or failure resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, internet or telecommunications failures, Merchant system changes, or third-party service outages.
• Assignment. You may not assign or transfer these Terms without CartAI's prior written consent. CartAI may freely assign these Terms.
• No Third-Party Beneficiaries. Except as expressly stated, no person or entity other than you and CartAI has any rights under these Terms.
• Interpretation. These Terms will not be construed against CartAI solely because CartAI drafted them.

21Contact Information

If you have questions about these Terms or the Services, contact us at: