Terms of Service

1Who we are and what these Terms cover

These Terms of Service (the “Terms”) are a binding agreement between MSTL LLC, a Delaware limited liability company doing business as Elma ia (“Elma ia”, “Elma”, “we”, “us”), and the business or person that accesses or uses our website, software, AI agents, and related services, including the Elma app at https://app.elmai.io (the “Services”), referred to as “you” or “Customer”.

Our address is 8 The Green, Suite A, Dover, Delaware 19901, United States and our contact email is info@elmai.io. These Terms are also the terms of sale of the app’s plans. By creating an account, paying for a plan, or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

2Business use only

The Services are offered to businesses and professionals for business purposes only; they are not offered to consumers. You confirm that you are at least 18 years old, that you have authority to bind the business you represent, and that you are not using the Services as a consumer.

3The Services

Elma is an online app that helps online shops answer their customers’ emails. It reads the messages arriving in the mailbox the shop connects, drafts a reply grounded in the shop’s profile, its documents and, if it connects them, its orders, and submits it to a person of the shop, who sends, edits or rejects it.

No reply to a customer is sent without that approval. One exception, if the shop displays the Elma chat on its website: the verification codes the chat sends to the address of an order are sent on their own, from the connected mailbox.

The Services rely on third-party AI models, hosting, and tools. We may improve, change, or discontinue features at any time, and we will try to give reasonable notice of changes that materially reduce the Services you have paid for. What the portal announces as “coming soon” is not yet part of the Services.

4Accounts, team and security

The account is opened with a Google account, from which Elma receives only the name and email address. The person who opens it is its owner: they invite their team, as administrators or agents, and only they manage the plan and can disconnect everything.

You must provide accurate information and keep it up to date. The shop warrants that it has the right to connect the mailbox, the online store and the tools it entrusts to Elma, and that the people it invites are authorized to handle its customers’ messages. A mailbox serves only one Elma account at a time.

You are responsible for your access, your keys, and all activity under your account. Tell us promptly at info@elmai.io if you suspect unauthorized access.

5The free trial

Each new shop gets a 15-day free trial, with no credit card. It starts on the day the shop connects its mailbox, if it does so within 15 days of opening the account, and ends earlier if the agent has drafted 100 replies. A shop that arrives through another shop’s referral link gets a one-month trial, which likewise starts when its mailbox is connected within the month.

One trial per shop: an account opened with an address, or with a domain name outside public email providers, that has already had the trial starts without one and chooses a plan; the same applies to an account that connects a mailbox already connected to another Elma account, or a mailbox on the same domain. At the end of the trial, the agent pauses until a plan is chosen, and the website chat with it; nothing is billed without that choice.

6Plans, fees, and payment

Plans differ by the number of replies the agent drafts each month; a message sorted without a reply does not count. Their price, their limit and what they include are shown in the portal, on the Plans page, before any subscription. Prices are in euros and exclude taxes: you are responsible for any taxes that apply to your purchase, including VAT according to your country and VAT number, other than taxes on our income.

A plan is paid monthly or yearly; paid yearly, it costs ten months. Limits remain monthly. When the limit is reached, the agent pauses until the next month, unless the shop moves to a higher plan or buys a pack of 100 replies to finish the month.

As long as online payment is not offered in the portal, the shop requests its plan, a pack or a change of plan by email, from the Plans page or at info@elmai.io: the Elma team activates it the same day and agrees with the shop on its payment and invoice. The plan then renews every month until it is cancelled.

When online payment is offered, it goes through Stripe, our payment processor, on its secure checkout page, with the payment methods it offers; Elma never sees a card number. The plan is billed in advance, and the subscription renews automatically at each billing date until you cancel; each payment gives rise to an invoice, available in Settings → Plan. A change of plan takes effect immediately, prorated as Stripe calculates.

If a payment fails, the portal says so and we may retry it; without payment ten days after the due date, the agent pauses until payment, and we may close an account that remains unpaid.

We may change prices or plan limits with at least 30 days’ notice by email; the change applies from your next billing period.

7Cancellation and refunds

A plan can be cancelled at any time. Paid online, it is cancelled from Settings → Plan, and cancellation takes effect at the end of the period already paid. Requested by email, it is cancelled by an email to info@elmai.io, effective at the end of the current period. You keep access until then; the agent then pauses.

“Disconnect everything”, reserved for the owner, revokes all access, deletes the shop’s data and closes the account; only what the law or evidence requires us to keep remains, as the Privacy Policy says. A plan paid online is cancelled at the same time, immediately, without waiting for the end of the period; if that cancellation fails, nothing is disconnected and the page says so.

All fees are non-refundable, including for partial periods, unused features and a plan stopped by “Disconnect everything” before the end of its period, except where required by law.

8Acceptable use

You agree not to use the Services to: break the law or violate others’ rights; upload content you do not have the right to use; harass, discriminate against, defraud, or deceive people; build agents for high-risk uses such as medical, legal, or financial decisions without proper human oversight; send spam or unlawful messages; attack, overload, scrape, reverse engineer, or interfere with the Services; resell or share access without our written permission; or use the Services to develop a competing product.

We may suspend or remove content or access that we believe violates these Terms.

9AI outputs and your responsibilities

The Services use artificial intelligence, which can produce incorrect, incomplete, biased, or outdated results. You are responsible for reviewing and testing outputs and the agent’s behavior before relying on them, for human oversight of important decisions, and for telling your own customers when they are interacting with an AI where the law requires it. The Services do not provide legal, medical, tax, or financial advice. You are responsible for the permissions and credentials you give to the agent and for the actions it takes on your behalf.

The shop alone remains responsible for the replies it approves and sends, for the commitments it makes to its customers and for complying with the rules of its trade. The agent proposes: it does not decide for the shop.

10Your data and our license

You keep all rights to the data, instructions, files, and content you provide (“Customer Data”), to your shop profile and to the replies sent in your name, to the extent permitted by the AI providers’ terms. You grant us a limited, non-exclusive license to host, process, and transmit Customer Data to provide, secure, and support the Services, including by sending it to the providers described in our Privacy Policy.

We do not use your Customer Data to train any artificial-intelligence model, whether ours or a third party’s. We may use aggregated, de-identified usage information to operate and improve the Services. You are responsible for backing up your data.

11Personal data and processing

For the emails of the shop’s customers and their order data, the shop is the controller and Elma its processor within the meaning of Article 28 of the GDPR. Elma processes this data only to provide the service, under the shop’s instructions, under confidentiality, with the security measures and sub-processors described in the Privacy Policy; it helps the shop respond to requests from the people concerned, and deletes the data on “Disconnect everything”.

Data received from Google is used in accordance with its Limited Use requirements, and no shop data is used to train an artificial-intelligence model. The shop tells its customers, in its own privacy policy, that their messages are processed by a service provider.

The data processed, the sub-processors, the transfers and the retention periods are detailed in the Privacy Policy, and what the app reads in the mailbox in “The Elma app and your mailbox”.

12Our intellectual property

We and our licensors own the Services, including software, designs, workflows, templates, and the Elma ia name and logo. Except for the limited right to use the Services under these Terms, while your account is open, we grant you no rights in them. If you send us feedback, we may use it without restriction or payment.

13Third-party services

The Services connect to third-party apps, APIs, and AI models: your email provider, your online store (PrestaShop, WooCommerce, Shopify), your email marketing tool (Klaviyo, Brevo), Google. Those services are governed by their own terms. We do not control them and are not responsible for them, and you are responsible for their costs and for complying with their terms.

14Confidentiality

Each party will protect the other’s non-public business information with reasonable care and use it only to perform under these Terms.

15Suspension and termination

We may suspend or terminate your access if you breach these Terms, if payment fails, or if your use creates risk or legal exposure for us or others. You may stop using the Services at any time. Sections that by their nature should survive termination (including fees owed, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution) will survive.

After termination we may delete Customer Data after a reasonable period, 30 days unless the law requires otherwise; “Disconnect everything” deletes it immediately.

16Availability and disclaimers

We use reasonable efforts to keep the Services available and secure, without being able to guarantee that they are uninterrupted: they also depend on the shop’s email provider, online store and tools, and on the language-model providers, for which we are not responsible.

THE SERVICES AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

17Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ELMA IA AND MSTL LLC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY. OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

18Indemnification

You will defend and indemnify Elma ia, MSTL LLC, and their owners, officers, and personnel against claims, losses, and expenses (including reasonable attorneys’ fees) arising from your Customer Data, your use of the Services or of the agent you configure, your violation of these Terms or the law, or your infringement of another party’s rights.

19Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Before filing a claim, each party will try to resolve the dispute informally by written notice for at least 30 days. Any dispute not resolved will be settled by binding individual arbitration administered by the American Arbitration Association (AAA) under its rules, with the seat in Wilmington, Delaware; the parties waive any right to a jury trial and to bring or join class or collective actions. Either party may seek injunctive relief in court to protect its intellectual property or confidential information. Claims must be brought within one (1) year after they arise.

20Changes to these Terms

We may change the Services and update these Terms. For material changes we will notify you by email or in the portal at least 30 days before they take effect. If you keep using the Services after the effective date, you accept the updated Terms.

21General

These Terms, together with the Privacy Policy and any order form, are the entire agreement between us on this subject. If a provision is unenforceable, the rest remains in effect. You may not assign these Terms without our consent; we may assign them in a merger or sale of our business. Failure to enforce a provision is not a waiver. Neither party is liable for delays caused by events beyond its reasonable control.

These Terms are published in English and in French; if the two versions differ, the English version prevails.

22Contact

MSTL LLC, doing business as Elma ia · 8 The Green, Suite A, Dover, Delaware 19901, United States · info@elmai.io