Master Terms of Service & Platform Agreement

1. Scope of Agreement, Eligibility & Definitions

These Master Terms of Service (“Terms” or “Agreement”) constitute a legally binding commercial agreement between Kroyon Technologies (“Kroyon,” “we,” “us,” or “our”) and the business entity or commercial merchant (“Merchant,” “Customer,” or “you”) accessing or using any Kroyon web property, software-as-a-service (SaaS) application, storefront beacon SDK, WooCommerce/Shopify plugin, API, or communication bridge (collectively, the “Services”).

By registering a Kroyon workspace, installing the Kroyon connector or JavaScript beacon, connecting a social messaging channel, or submitting order telemetry to Kroyon, you represent and warrant that you are acting in a business or commercial capacity and have full legal authority to bind the Merchant entity to this Agreement.

1.1 Key Definitions

• “Kroyon Protect” means Kroyon’s real-time e-commerce checkout risk scoring, Cash-on-Delivery (COD) return risk evaluation, device/network fingerprinting, phone verification, and manual fraud case review platform.
• “Kroyon Converse” means Kroyon’s AI-powered social commerce agent, unified omnichannel inbox (Facebook Messenger, Instagram Direct, WhatsApp Cloud API, Self-Hosted WhatsApp Bridge, Web Chat, Voice, and Email), automated order extraction, follow-up grading, and merchant copilot suite.
• “Decision Signals” means probabilistic risk scores (0–100), recommended risk actions (APPROVE, MONITOR, VERIFY, REVIEW, HOLD), reason codes, and AI-extracted order intent generated by the Services.
• “Merchant Data” means product catalogs, inventory levels, pricing, store policies, knowledge base articles, and order records uploaded or synchronized by Merchant.
• “Shopper / End-User Data” means personal data, checkout telemetry, delivery addresses, phone numbers, device signals, chat messages, and voice transcripts of Merchant’s customers processed through the Services.

2. Workspace Governance, Access Credentials & Security

Each Merchant workspace is logically isolated via strict tenant scoping (tenant_id). You are solely responsible for maintaining the confidentiality of your workspace login credentials, Time-Based One-Time Password (TOTP) two-factor authentication (2FA) backup codes, secret API keys (kr_live_* / kr_test_*), and webhook HMAC signing secrets.

• Mandatory Multi-Factor Authentication: Workspace Owners and Risk Managers with access to live customer PII or financial top-up controls are strongly advised (and for Enterprise/Agency tiers, required) to keep 2FA enabled at all times.
• Role-Based Access Control (RBAC): Merchant is responsible for assigning appropriate roles (owner, risk_manager, analyst, agent, viewer) to its employees and agency contractors and revoking access immediately upon personnel termination.
• Time-Boxed Support Impersonation: Where Merchant requests technical troubleshooting from Kroyon Support, any support impersonation session is strictly audit-logged, visibly bannered inside the dashboard, and automatically terminated upon expiry or when Merchant clicks End.

3. Kroyon Protect — Order Risk Intelligence & Fraud Review Terms

Modeled on enterprise e-commerce risk intelligence standards, Kroyon Protect evaluates order events, device telemetry, IP/ASN reputation, address completeness, and historical return velocity to output a risk score and recommended disposition.

3.1 Shadow Mode vs. Active Enforcement

New stores may operate in Shadow Mode, wherein Kroyon scores every checkout and logs recommended actions without blocking or holding orders at checkout. When Merchant disables Shadow Mode or configures active policy rules to trigger VERIFY, REVIEW, or HOLD dispositions, Merchant authorizes Kroyon’s connector to update the corresponding order status in Merchant’s e-commerce platform (e.g., WooCommerce).

3.2 Advisory Nature of Decision Signals

Unless explicitly covered by a separate written Chargeback or COD Return Guarantee Addendum executed by Kroyon, all Decision Signals, risk scores, and reason codes are probabilistic decision-support indicators. Merchant retains sole and final authority over whether to accept, fulfill, ship, cancel, or refund any customer order. Kroyon shall not be liable for lost sales resulting from false positives (declined legitimate orders) or for courier losses, non-payment, or COD refusals resulting from false negatives (approved fraudulent or uncollected orders).

4. Kroyon Converse — AI Social Commerce, Messaging & Voice Terms

Kroyon Converse enables Merchants to automate and assist customer conversations in Bangla, Banglish, and English across social channels, web widgets, and voice calls using Large Language Models (LLMs) routed through Kroyon’s multi-provider AI gateway (including Anthropic, OpenRouter, Google Gemini, and OpenAI).

4.1 AI Output Accuracy & Guardrails

• While Kroyon enforces deterministic server-side Rust security guardrails (including prompt-injection sanitization, secret/PII leak blocking, catalog grounding, and price/stock validation), generative AI models may occasionally produce inaccurate or incomplete statements.
• Merchant is responsible for keeping its product catalog, prices, delivery charges, and knowledge base policies accurate and up to date. When the AI agent encounters ambiguity, policy gaps, or customer frustration, it is designed to escalate the thread to Merchant’s human Agent Desk (Tasks / Waiting queue).

4.2 Official WhatsApp Cloud API vs. Self-Hosted WASender Bridge

• Official Meta / WhatsApp Cloud API: Merchants connecting via Meta’s official Graph API (Messenger, Instagram Direct, and WhatsApp Business Platform) must comply with all Meta Platform Terms, WhatsApp Business Messaging Policies, 24-hour customer service window rules, and approved template message requirements.
• Optional Self-Hosted WhatsApp Web API Bridge (WASender): For Merchants who elect to connect via Kroyon’s API-only self-hosted WhatsApp Web multi-device bridge (WASender + Kroyon Rust anti-ban pacing engine) rather than the Official WhatsApp Cloud API, Merchant acknowledges and agrees that: (a) unofficial WhatsApp Web automation operates at Merchant’s sole operational risk; (b) although Kroyon’s Rust bridge enforces human typing simulation, jitter delays, and per-minute rate caps to minimize account flagging, WhatsApp LLC may restrict or suspend phone numbers that violate its terms or send unsolicited bulk messages; and (c) Kroyon bears no liability for any phone number restriction or suspension imposed by WhatsApp/Meta.

4.3 Website Voice Calls & Audio Transcription

Where Merchant enables Kroyon Converse Website Voice Calls or voice-note transcription, Merchant must ensure that end-customers are notified that voice interactions are processed by an AI assistant and transcribed for order fulfillment and quality assurance in accordance with applicable wiretapping and telecommunications laws.

5. Third-Party Couriers & Payment Gateway Integrations

Kroyon provides technical adapters and webhook integrations for third-party logistics providers (including Pathao Courier, RedX, Steadfast Courier, eCourier, and Paperfly) and payment gateways / Mobile Financial Services (including SSLCOMMERZ, bKash, Nagad, Rocket, and Upay).

• Kroyon is a software technology provider, not a licensed courier, bank, Payment Systems Operator (PSO), or Payment Service Provider (PSP).
• Parcel pickup, physical delivery, COD cash collection, and merchant payout settlement are governed exclusively by your direct merchant agreement with the respective courier or payment gateway.
• When using sandbox credentials (e.g., Pathao Sandbox, RedX Sandbox, Steadfast Packzy Test, eCourier Staging, or SSLCOMMERZ Sandbox), no real parcels are dispatched and no real monetary settlement occurs.

6. Billing, Prepaid Credits, Paisa Metering & Taxes

Kroyon Converse and Kroyon Protect operate on a combination of workspace subscription tiers (Free Trial, Starter, Growth, Pro, Enterprise, and Agency) and deterministic prepaid wallet metering denominated in Bangladeshi Taka (BDT) at integer paisa precision (1 BDT = 100 paisa).

• Real-Time Token, Voice & SMS Metering: AI turns, vision OCR, voice minutes, and outbound SMS OTPs are metered deterministically against your workspace wallet balance based on the published plan multiplier and current USD/BDT exchange rate, or billed at zero model markup when valid Bring-Your-Own-Key (BYOK) credentials are configured on eligible plans.
• Daily Spend Caps & Auto-Pause: Workspaces may configure daily spend limits in BDT/paisa. Once a workspace wallet reaches zero or hits its configured daily cap, automated AI replies pause gracefully and fall back to human inbox queueing until topped up.
• Top-Ups & Refund Policy: Wallet top-ups processed via SSLCOMMERZ, bKash, Nagad, or cards are credited immediately upon cryptographically verified IPN/validation. Consumed AI tokens, voice minutes, and SMS dispatches are non-refundable. Unused prepaid wallet balances may be refunded within fourteen (14) days of top-up upon workspace closure, net of payment gateway processing fees.
• Taxes (VAT & AIT): All fees are exclusive of applicable Value Added Tax (VAT), Advance Income Tax (AIT), sales tax, or withholding taxes required under the laws of Bangladesh or Merchant’s local jurisdiction.

7. Merchant Representations, Acceptable Use & Prohibited Conduct

Merchant covenants that it shall not use Kroyon Protect or Kroyon Converse to:

1. Sell counterfeit goods, narcotics, weapons, illegal pharmaceuticals, unlicensed financial schemes, gambling services, or any item prohibited under the laws of Bangladesh, the European Union, the United States, or Meta’s Commerce Policies;
2. Transmit unsolicited bulk spam, phishing links, malware, deceptive promotions, or unlawful political/harassing messages via Messenger, Instagram, WhatsApp, SMS, or Email;
3. Attempt to reverse-engineer, scrape, bypass rate limits, or inject adversarial prompts into Kroyon’s Rust security engines or AI routing layer;
4. Submit fabricated checkout events or personal data of individuals without a lawful basis under applicable privacy laws; or
5. Use Kroyon’s Decision Signals to determine consumer creditworthiness, employment eligibility, housing, or insurance underwriting (Kroyon is not a “Consumer Reporting Agency” under the U.S. Fair Credit Reporting Act).

8. Intellectual Property & Network Fraud Intelligence

Merchant Ownership: As between the parties, Merchant retains all right, title, and interest in and to its Merchant Data, brand trademarks, product catalog, and customer relationships.

Kroyon Platform IP: Kroyon retains all right, title, and interest in and to the Services, Rust security and risk-scoring crates (kroyon-security-rs, kroyon-ai-router-rs, kroyon-risk-eval-rs, kroyon-wasender-rs), machine-learning weights, risk rules, UI designs, and documentation.

De-Identified & Tokenized Network Signals: Consistent with industry-standard fraud prevention networks (such as Riskified), Merchant grants Kroyon a limited right to process one-way cryptographically tokenized fraud indicators (such as HMAC-SHA256 phone tokens, device hardware hashes, IP/ASN subnet reputation, and COD delivery/refusal outcomes) to detect repeat fraud patterns and improve risk scoring accuracy across the Kroyon Protect ecosystem, without ever disclosing one Merchant’s identity, order details, or customer list to any other Merchant.

9. Data Protection, Privacy & Regulatory Incorporation

Kroyon’s collection and processing of personal data in connection with the Services is governed by our Website & Platform Privacy Notice, including our EU/UK GDPR Data Processing provisions, California Privacy Rights (CCPA/CPRA) Addendum, EU Cookie Policy, and Bangladesh Cyber Security & Digital Commerce Compliance declarations, as well as our User Data Deletion Policy and Data Residency & Sub-Processor Disclosure, each of which is incorporated into these Terms by reference.

10. Warranties, Disclaimers & Limitation of Liability

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. KROYON DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. KROYON DOES NOT WARRANT THAT THE SERVICES WILL DETECT EVERY INSTANCE OF E-COMMERCE FRAUD OR COD REFUSAL, NOR THAT THIRD-PARTY PLATFORMS (META, WHATSAPP, COURIERS, PAYMENT GATEWAYS, OR LLM PROVIDERS) WILL OPERATE WITHOUT INTERRUPTION.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, GOODWILL, OR BUSINESS INTERRUPTION); AND (B) KROYON’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY MERCHANT TO KROYON IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR BDT 10,000 / USD 100 IF MERCHANT IS ON A FREE TRIAL TIER).

11. Governing Law, Jurisdiction & Dispute Resolution

Governing Law: This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the People’s Republic of Bangladesh (including the Contract Act 1872, the Information and Communication Technology Act 2006, the Cyber Security Act 2023, and the National Digital Commerce Operation Guidelines 2021), without regard to conflict-of-law principles, except where mandatory data protection statutes of the European Union (GDPR), the United Kingdom (UK GDPR), or the State of California (CCPA/CPRA) apply by operation of law to specific data processing activities.

Amicable Resolution & Arbitration: Any dispute arising out of this Agreement shall first be referred to senior management of both parties for good-faith negotiation within thirty (30) days. If unresolved, the dispute shall be finally settled by binding arbitration in Dhaka, Bangladesh in accordance with the Arbitration Act, 2001 (Bangladesh) by a sole arbitrator mutually appointed by the parties. The language of arbitration shall be English. Nothing in this section prevents either party from seeking urgent injunctive or equitable relief to protect intellectual property, confidential information, or platform security in any court of competent jurisdiction.