Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (whether an individual or entity) and Tokia.ai, a service operated by JE Commerce Ventures LLC (“we,” “us,” or “our”), concerning your access to and use of the Tokia.ai platform and services.

By accessing or using Tokia.ai, you represent and warrant that:

• You are at least 18 years old
• You have the legal capacity to enter into these Terms
• If acting on behalf of an organization, you have authority to bind that organization
• Your use complies with all applicable laws and regulations, including the laws of your jurisdiction
• You are not a competitor of Tokia.ai using our Services to gather competitive intelligence

2. Definitions

The following capitalized terms have the meanings set forth below. Definitions apply equally to singular and plural forms.

• “Aggregated Statistics” means data and information related to your use of the Services that is used by Tokia.ai in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
• “Authorized User” means your employees, consultants, contractors, and agents who are authorized by you to access and use the Services under the rights granted pursuant to these Terms and for whom access has been purchased.
• “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of you or an Authorized User through the Services, including affiliate data, campaign data, and creator communications.
• “Documentation” means our end user documentation, user manuals, help articles, and guides relating to the Services, as made available on our website or within the Platform.
• “Platform” means the Tokia.ai website, applications, APIs, and all associated services.
• “Services” means all features, tools, and functionalities provided by Tokia.ai.
• “Seller Account” means an account created by TikTok Shop sellers to use the Platform.
• “Affiliate” means TikTok content creators participating in affiliate programs discoverable through the Platform.
• “Content” means any data, text, messages, or materials submitted through the Platform.
• “TikTok Data” means information accessed through TikTok’s APIs with explicit user authorization, including TikTok Shop data, affiliate performance metrics, and creator profile information made available to you through TikTok’s Partner Center.
• “TikTok Developer Terms” means TikTok’s Developer Terms of Service, API Terms of Service, Data Use Policy, and Community Guidelines, as amended from time to time.
• “Tokia.ai IP” means the Services, the Documentation, and any and all intellectual property provided to you or any Authorized User in connection with the foregoing. For the avoidance of doubt, Tokia.ai IP includes Aggregated Statistics, AI models, algorithms, creator-matching logic, outreach templates, and any information, data, or other content derived from our monitoring of your access to or use of the Services, but does not include Customer Data.
• “Third-Party Platforms” means third-party services integrated with or accessed through the Services, including but not limited to TikTok, TikTok Shop, Stripe, PayPal, and any other social commerce or payment platforms.
• “User” or “you” means any individual or entity accessing or using our Services.

3. Our Services

3.1 Service Description

Tokia.ai provides an automated platform that:

• Connects TikTok Shop sellers with potential affiliate partners
• Analyzes affiliate performance metrics and compatibility using data you authorize us to access
• Automates outreach and communication processes on your behalf, with your explicit consent
• Provides campaign management and analytics tools
• Facilitates affiliate relationship management

3.2 Service Availability

We strive to maintain service availability but do not guarantee uninterrupted access. Services may be temporarily unavailable due to:

• Scheduled maintenance
• System upgrades
• Technical issues
• Changes to third-party APIs (including TikTok) that affect our Platform
• Circumstances beyond our reasonable control

3.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time. We will provide reasonable advance notice for material changes that adversely affect paying users.

4. Account Terms

4.1 Account Creation

To use certain features, you must create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your information
• Keep your password confidential and use strong authentication
• Accept responsibility for all activity occurring under your account
• Notify us immediately at security@tokia.ai of any unauthorized access

4.2 Account Restrictions

• One account per individual or business entity
• No sharing of account credentials
• No automated or bot-driven account creation
• No false or misleading account information

4.3 Suspension

Notwithstanding anything to the contrary in these Terms, Tokia.ai may temporarily suspend your and any Authorized User’s access to any portion or all of the Services if:

• (a) we reasonably determine that there is a threat or attack on any of the Tokia.ai IP;
• (b)your or any Authorized User’s use of the Tokia.ai IP disrupts or poses a security risk to the Tokia.ai IP or to any other customer or vendor;
• (c) you or any Authorized User is using the Tokia.ai IP for fraudulent or illegal activities;
• (d) you have breached Section 6 (Acceptable Use) or Section 7 (Confidential Information) of these Terms;
• (e) subject to applicable law, you have ceased to continue your business in the ordinary course or become the subject of any bankruptcy or similar proceeding;
• (f) our provision of the Services to you is prohibited by applicable law; or
• (g) any third-party platform provider (including TikTok) has suspended or terminated our access to services required to enable the Services.

We will use commercially reasonable efforts to provide notice of any suspension and to resume Services as soon as reasonably possible. We will have no liability for any damage or loss resulting from any suspension.

5. TikTok Integration & Compliance

5.1 Authorization & Scope of Access

By connecting your TikTok account through the official TikTok Partner Center authorization flow, you explicitly authorize Tokia.ai to access only the data scopes you approve, which may include:

• TikTok Shop data (products, orders, shop information) — only to the extent needed to recommend affiliates and manage campaigns
• Affiliate program information accessible to your seller account
• Creator marketplace data you have authorization to view
• Campaign and messaging data within TikTok’s permitted API scopes
• Performance metrics for affiliates participating in your campaigns

You may revoke this authorization at any time through your TikTok account settings or by disconnecting your account within Tokia.ai. We honor revocations promptly and will cease access to TikTok Data upon revocation.

5.2 Compliance with TikTok Developer Terms

You acknowledge and agree that:

• Your use must comply with the TikTok Developer Terms of Service, TikTok API Terms of Service, TikTok Data Use Policy, TikTok Community Guidelines, and TikTok Shop Partner requirements.
• Tokia.ai is an independent platform; we are not affiliated with, endorsed by, sponsored by, or officially connected to TikTok, ByteDance, or any of their subsidiaries.
• TikTok may change, restrict, or terminate API access at any time, and we may need to modify Services accordingly
• Service interruptions may occur due to TikTok platform changes outside our control
• You are solely responsible for your own compliance with TikTok ’s terms in connection with your use of our Platform

5.3 TikTok Data Handling

TikTok Data accessed through our Platform is handled under strict principles:

• Purpose Limitation: Used solely for providing the specific Services you authorized and for no other purpose
• Data Minimization: We request only the minimum data scopes necessary for the features you use
• No Sale of Data: TikTok Data is never sold, licensed, or rented to third parties
• No Advertising Profiles: TikTok Data is not used to build advertising profiles, targeting segments, or resold datasets
• Third-Party Processors: Shared only with sub-processors (e.g., cloud hosting, email delivery) under written contracts requiring equivalent protections
• Retention: Retained only as long as necessary to provide Services or as required by law
• Deletion: Deleted within 30 days of account termination or authorization revocation, subject to legal retention requirements
• Honoring TikTok User Deletions: If a TikTok user deletes their account or content on TikTok, or if TikTok instructs us to delete related data, we will delete corresponding TikTok Data from our systems promptly

5.4 TikTok Trademark Use

Any references to TikTok, TikTok Shop, or related marks within our Platform are nominative and solely for identifying compatible services. We do not claim any ownership, affiliation, or endorsement and will comply with TikTok’s brand guidelines.

6. Acceptable Use Policy

6.1 Permitted Use

You may use our Services only for lawful business purposes and in accordance with these Terms, the TikTok Developer Terms, and all applicable laws.

6.2 Prohibited Activities

You agree NOT to:

• Violate Laws: Use Services for illegal purposes or in violation of any laws, including consumer protection, anti-spam, or data protection laws
• Spam: Send unsolicited, deceptive, or bulk messages to affiliates, or engage in activities that could be classified as spam under CAN-SPAM, GDPR, or similar laws
• Harassment: Harass, threaten, abuse, or harm other users, affiliates, or creators
• Misrepresentation: Impersonate others, misrepresent your identity or business, or provide false information
• Manipulation: Artificially inflate metrics, fake engagement, or manipulate affiliate performance data
• Scraping: Use automated means to extract data from the Platform or TikTok beyond what our Services permit
• Interference: Disrupt, overload, or interfere with Platform operations
• Reverse Engineering: Attempt to decode, decompile, or reverse engineer our software or APIs
• Security Breach: Attempt to breach security measures or access unauthorized data or accounts
• Circumventing TikTok: Use our Platform to circumvent any TikTok rate limits, restrictions, or policies

6.3 Benchmarking & Competitive Use Restrictions

You acknowledge and agree that the Services contain proprietary and competitively sensitive technology, algorithms, methodologies, and performance data. Accordingly, you shall not, and shall not permit any Authorized User or third party to:

• (a) Benchmarking.Conduct, commission, facilitate, or participate in any Benchmarking of the Services, or any component thereof, without Tokia.ai’s prior written consent. This includes, without limitation, any testing, evaluation, or analysis that compares the Services’ performance, features, functionality, speed, accuracy, pricing, or results against any competing or comparable product or service;
• (b) Publication of Comparisons. Publish, distribute, disclose, or otherwise disseminate to any third party — whether in written, electronic, oral, or any other form — any results, findings, analyses, reports, marketing materials, comparative flyers, competitive assessments, or other information arising from or related to any Benchmarking or comparison of the Services. This prohibition includes, but is not limited to, sharing such information with prospective customers, investors, analysts, media, competitors, or at trade shows, conferences, or industry events;
• (c) Competitive Intelligence. Use the Services, or any information derived from the Services (including performance metrics, feature sets, output data, response times, conversion data, or analytics), to develop, enhance, market, or sell any competing product or service, or to provide competitive intelligence to any third party;
• (d) Circulation of Information. Circulate, transmit, or make available to any external source — including competitors, industry groups, trade publications, consultants, or advisory firms — any proprietary information about the Services’ capabilities, limitations, pricing, technical specifications, roadmap, or performance data; or
• (e) Assisting Third Parties. Assist, enable, or encourage any third party (including affiliates, partners, or contractors) to engage in any of the activities described in Sections 6.3(a) through 6.3(d) above.

If Tokia.ai consents in writing to any Benchmarking, you agree that: (i) the scope, methodology, and parameters of such Benchmarking must be approved by Tokia.ai in advance; (ii) you shall provide Tokia.ai a reasonable opportunity to review any proposed publication of results at least thirty (30) days prior to publication; and (iii) Tokia.ai may require modifications to ensure the accuracy and fairness of any published results.

Remedies. You acknowledge that any breach of this Section 6.3 would cause Tokia.ai irreparable harm for which monetary damages would be an inadequate remedy. In addition to any other rights and remedies available at law or in equity, Tokia.ai shall be entitled to seek immediate injunctive and other equitable relief, without the requirement of posting a bond or proving actual damages.

6.4 Content Standards

All content you submit must:

• Be accurate and truthful
• Not infringe on intellectual property or publicity rights
• Not contain malicious code, malware, or viruses
• Comply with applicable laws and regulations
• Be appropriate for a professional business environment
• Comply with TikTok Community Guidelines when directed to or through TikTok

7. Confidential Information

You acknowledge that in the course of using the Services, you may obtain access to information that is confidential and proprietary to Tokia.ai (“Confidential Information”). Confidential Information includes, without limitation, Tokia.ai IP, pricing, algorithms, AI models, creator-matching logic, platform analytics, performance data, technical specifications, product roadmaps, and any Benchmarking results or competitive information.

You agree to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without Tokia.ai’s prior written consent; and (c) not use Confidential Information for any purpose other than your authorized use of the Services. You may disclose Confidential Information only to Authorized Users who need access to use the Services and who are bound by confidentiality obligations no less protective than this Section.

These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of yours; (b) was known to you prior to disclosure without obligation of confidence; (c) is rightfully received from a third party without restriction; or (d) is independently developed by you without use of Confidential Information. You may also disclose Confidential Information to the extent required by law, provided you give Tokia.ai reasonable prior notice.

8. Payment Terms

8.1 Subscription Plans

• Subscription fees are billed in advance on a recurring basis
• All fees are in USD unless otherwise specified
• Prices are subject to change with at least 30 days’ prior written notice

8.2 Payment Processing

• Payments are processed by third-party providers (Stripe, PayPal) under their own terms and privacy policies
• You authorize automatic billing for recurring subscriptions until canceled
• You are responsible for keeping payment information current

8.3 Auto-Renewal

AUTO-RENEWAL: Your subscription will automatically renew for successive periods of the same duration at the then-current fees unless you cancel before the end of your current billing period. You may cancel at any time through your account settings or by contacting support@tokia.ai. By subscribing, you expressly acknowledge and agree to this automatic renewal provision and authorize Tokia.ai to charge your payment method on file for each renewal period until you cancel.

8.4 Refunds

• Monthly subscriptions: no refunds for partial months
• Annual subscriptions: pro-rated refunds at our discretion
• Refunds for service issues evaluated on a case-by-case basis

8.5 Taxes

You are responsible for all applicable taxes related to your use of our Services, except for taxes based on our net income.

9. Intellectual Property

9.1 Our Property; Reservation of Rights

Tokia.ai and its licensors retain all rights, title, and interest in and to:

• The Platform, Services, and Tokia.ai IP
• All software, designs, and underlying technology
• The Tokia.ai name, trademarks, logos, and brand elements
• Content we create or provide
• Analytics methodologies, matching algorithms, and Aggregated Statistics

Reservation of Rights. Tokia.ai reserves all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Tokia.ai IP.

9.2 Your Content; License to Customer Data

You retain ownership of Customer Data you submit. As between you and Tokia.ai, you own all right, title, and interest in and to your Customer Data. You grant Tokia.ai:

• (a) a non-exclusive, royalty-free, worldwide license to use, reproduce, process, and display your Customer Data solely as necessary to provide and operate the Services; and
• (b)a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and create derivative works from Customer Data in aggregated, anonymized, or de-identified form (such that it cannot reasonably be used to identify you or any individual) for any lawful business purpose, including improving and developing the Services, training AI models and algorithms, generating industry benchmarks, and marketing Tokia.ai’s products and services.

The license under (a) ends when you delete your content or terminate your account, except as needed for backups or legal compliance. The license under (b) survives termination as it applies only to anonymized, de-identified data.

9.3 Feedback

If you or any of your Authorized Users provide suggestions, recommendations, feature requests, or other feedback relating to the Services (“Feedback”), Tokia.ai is free to use such Feedback without any attribution or compensation. You hereby assign to Tokia.ai all right, title, and interest in any such Feedback.

9.4 Third-Party Trademarks

TikTok®, TikTok Shop®, and related marks are the property of their respective owners. Our use of such marks is nominative only.

10. Privacy & Data Protection

10.1 Privacy Policy

Your use of our Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. By using Tokia.ai, you consent to our data practices as described in the Privacy Policy.

10.2 User Rights

Depending on your jurisdiction, you may have rights to:

• Access personal data we hold about you
• Request correction or deletion of your personal data
• Object to or restrict certain processing
• Data portability
• Withdraw consent where processing is based on consent

To exercise these rights, contact privacy@tokia.ai.

10.3 International Data Transfers

We may process data in countries other than your own. When we do, we use appropriate safeguards such as Standard Contractual Clauses to protect your data.

11. Data Security & Breach Notification

11.1 Security Measures

We implement commercially reasonable technical and organizational measures to protect your data, including:

• Encryption of data in transit (TLS 1.2+) and at rest
• Role-based access controls and principle of least privilege
• Regular security audits and vulnerability assessments
• Secure credential storage (no plaintext passwords or API tokens)
• Monitoring and logging of access to sensitive systems
• Employee security training and background checks for personnel with data access

11.2 Breach Notification

In the event of a security incident affecting your data or TikTok Data, we will:

• Notify affected users without undue delay, and in any case within 72 hours of discovery where required by law
• Notify TikTok as required under the TikTok Developer Terms
• Provide information about the nature of the breach, data affected, and steps being taken
• Cooperate with regulatory authorities as required

11.3 No System Is Perfectly Secure

While we take security seriously, no system can be guaranteed 100% secure. You acknowledge this inherent risk in using internet-based services.

12. Disclaimers

TOKIA.AI MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

Without limiting the foregoing, Tokia.ai makes no warranties or representations regarding:

• (a) THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY AI-GENERATED OUTPUTS, RECOMMENDATIONS, CREATOR MATCHING, OR OUTREACH SUGGESTIONS PROVIDED THROUGH THE SERVICES;
• (b) THE AVAILABILITY, PERFORMANCE, COMPATIBILITY, OR CONTINUED OPERATION OF ANY THIRD-PARTY PLATFORM, INCLUDING TIKTOK AND TIKTOK SHOP;
• (c) ANY SALES, REVENUE, ENGAGEMENT, OR OTHER BUSINESS OUTCOMES RESULTING FROM YOUR USE OF THE SERVICES; OR
• (d) THE SUITABILITY OF ANY CREATOR, AFFILIATE, OR CONTENT IDENTIFIED OR RECOMMENDED BY THE SERVICES.

You acknowledge that the Services rely on Third-Party Platforms and AI technologies that are inherently subject to change, interruption, and variability, and that Tokia.ai shall have no liability for any changes to or unavailability of such Third-Party Platforms.

13. Limitation of Liability

Our total aggregate liability arising out of or related to these Terms shall not exceed the greater of:

• USD $100, or
• The total amount you paid us in the 12 months preceding the claim

Exceptions.The limitations in this Section 13 do not apply to your: (a) breach of Section 6 (Acceptable Use, including Benchmarking and Competitive Use Restrictions); (b) breach of Section 7 (Confidential Information); (c) indemnification obligations under Section 14; or (d) violation of Tokia.ai’s intellectual property rights. For such breaches, your liability shall not be subject to the aggregate cap set forth above.

These limitations apply regardless of legal theory and even if we knew or should have known of the possibility of such damages. Some jurisdictions do not allow certain limitations, so these may not apply to you in full.

14. Indemnification

You agree to indemnify, defend, and hold harmless Tokia.ai, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• (a) your use of the Services;
• (b) your Customer Data;
• (c)your breach of these Terms, including Sections 6 (Acceptable Use), 6.3 (Benchmarking & Competitive Use), and 7 (Confidential Information);
• (d) your violation of any applicable law or the rights of any third party;
• (e) your violation of the TikTok Developer Terms or any consequences from TikTok related to your account activities; or
• (f) your use of any Third-Party Platforms in connection with the Services.

15. Termination

15.1 Termination by You

You may terminate your account at any time through account settings or by contacting support@tokia.ai.

15.2 Termination by Us

We may suspend or terminate your access to the Services immediately and without notice if:

• You breach these Terms or the TikTok Developer Terms
• You engage in fraudulent or illegal activities
• Your actions harm other users, affiliates, or our reputation
• TikTok revokes or restricts our API access in a way that affects your account
• You materially breach any other provision of these Terms
• You have ceased to continue your business in the ordinary course or become the subject of bankruptcy or similar proceeding
• Required by law or legal process

15.3 Effect of Termination

Upon termination:

• Your access to Services immediately ceases
• Unpaid fees become immediately due
• We will delete your data and associated TikTok Data within 30 days, subject to legal retention requirements
• Sections that by their nature should survive termination (including Definitions, IP, Confidential Information, Payment, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and General Provisions) will continue to apply

16. Governing Law & Disputes

16.1 Governing Law

These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict of law principles.

16.2 Dispute Resolution

Informal Resolution. We prefer to resolve disputes informally. Contact us at support@tokia.ai before filing any formal proceedings. We will attempt to resolve the dispute within 30 days.

Arbitration. If informal resolution fails, disputes will be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, except that you may assert claims in small claims court if eligible.

16.3 Class Action Waiver

You agree to resolve disputes individually and waive any right to participate in class actions or class arbitrations, to the maximum extent permitted by law.

17. Changes to Terms

We may modify these Terms at any time. We will notify you of material changes by:

• Posting updated Terms on our website
• Updating the “Last Updated” date at the top of these Terms
• Sending email notification for significant changes, at least 30 days before they take effect where practicable

Non-material changes (such as corrections, formatting, or clarifications) may be made at any time without notice. No waiver of any provision will be effective unless in writing and signed by Tokia.ai. Continued use of the Services after changes take effect constitutes acceptance of the modified Terms. If you do not agree, you must stop using the Services.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any subscription plan details, constitute the entire agreement between you and Tokia.ai with respect to the Services and supersede all prior understandings and agreements.

18.2 Notices

All notices under these Terms will be sent by email. Notices to Tokia.ai should be sent to support@tokia.ai. Notices to you will be sent to the email address associated with your account. Notices are deemed received on the date sent if delivery is confirmed.

18.3 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations (except payment obligations) if caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, or interruptions to internet or Third-Party Platform services.

18.4 Severability

If any provision of these Terms is found invalid or unenforceable, such invalidity will not affect any other provision, and the parties shall negotiate in good faith to modify the affected provision to effect the original intent as closely as possible.

18.5 Assignment

You may not assign or delegate any of your rights or obligations under these Terms without the prior written consent of Tokia.ai. Any purported assignment in violation of this Section will be null and void. Tokia.ai may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

18.6 Export Regulation

You shall comply with all applicable export and re-export control laws and regulations, and shall not export or re-export the Services or Customer Data in violation of such laws.

18.7 Equitable Relief

Each party acknowledges that a breach of Sections 6.3 (Benchmarking & Competitive Use), 7 (Confidential Information), or 9 (Intellectual Property) would cause the other party irreparable harm for which monetary damages would not be an adequate remedy. In the event of such breach, the non-breaching party will be entitled to equitable relief, including injunction and specific performance, without the requirement of posting a bond, in addition to all other remedies available at law or in equity.

18.8 Headings

Section headings are for reference only and do not affect interpretation.

19. Contact Information