Virtual Try-On Studio (VTS)

1. Parties, Definitions, and Scope

1.1 Parties

These Terms govern the relationship between Optimo Solutions Inc. ("OPTIMO VTS," "we," "our," or "us"), the developer and operator of the Virtual Try-On Studio application, and the business or individual ("Merchant," "you," or "your") that installs or uses OPTIMO VTS through the Shopify App Store.

1.2 Key Definitions

• "Services" means the OPTIMO VTS application and all features, including AI Size Finder, fit heatmaps, virtual try-on, AI photoshoot generation, ghost mannequin, model swap, face swap, background studio, and merchant analytics.
• "Merchant Content" means all product images, size charts, product data, descriptions, and other materials provided by the Merchant to OPTIMO VTS.
• "Generated Assets" means all outputs produced by OPTIMO VTS's AI features using Merchant Content.
• "Shopper" means any end consumer who interacts with OPTIMO VTS features on a Merchant's storefront.
• "Shopper Data" means any body images, measurements, or other information collected from Shoppers through OPTIMO VTS features.
• "Shopify" means Shopify Inc. and its platform, APIs, and App Store through which OPTIMO VTS is distributed.

1.3 Relationship to Privacy Policy

These Terms incorporate and must be read together with OPTIMO VTS's Privacy Policy. In the event of any conflict on matters of data handling, the Privacy Policy shall govern.

1.4 Shopify Partner Program

OPTIMO VTS operates in accordance with Shopify's Partner Program Agreement and API License and Terms of Use. To the extent Shopify's requirements impose additional obligations, those requirements are incorporated by reference.

2. The OPTIMO VTS Service

2.1 What OPTIMO VTS Provides

OPTIMO VTS is a Shopify application that enables fashion merchants to offer the following AI-powered features:

• AI Size Finder — body measurement extraction from Shopper-submitted photographs for personalized size recommendations;
• Fit Heatmaps — visual overlays indicating fit quality across garment regions;
• Virtual Try-On — AI-generated visual simulation of how a garment appears on a Shopper's body;
• AI Photoshoot Generation — professional-quality product imagery using AI models;
• Ghost Mannequin — removal of mannequins from product images;
• Model Swap — replacement of the original model in product images with an AI-generated alternative;
• Face Swap — replacement of facial features in product images using AI generation;
• Background Studio — AI-powered background replacement and enhancement; and
• Merchant Analytics — dashboards and data insights on feature usage, Shopper engagement, and conversion performance.

2.2 Service Access

Access to the Services is granted on a subscription basis through Shopify's Billing API. OPTIMO VTS reserves the right to modify, add, or remove features from any plan with reasonable prior notice.

2.3 AI-Powered Nature of the Service

The Services are powered by artificial intelligence including OPTIMO VTS's proprietary Optimo 4.0 model. AI-generated outputs are probabilistic in nature. OPTIMO VTS does not warrant that any output will be accurate, error-free, or suitable for any particular purpose. See Section 9 for full AI disclaimers.

3. Merchant Eligibility, Account, and Registration

3.1 Eligibility

To use OPTIMO VTS, you must: (a) be a legal entity or individual of legal age to form binding contracts in your jurisdiction; (b) have a valid, active Shopify store; (c) agree to and comply with Shopify's terms and policies; and (d) agree to these Terms in full.

3.2 Account Security

Merchants are responsible for maintaining the security of their Shopify store credentials and OPTIMO VTS integration settings. Notify OPTIMO VTS immediately at support@vts.optimosolutions.com if you suspect unauthorized access.

3.3 Accurate Information

Merchants must provide accurate, current, and complete information when configuring OPTIMO VTS. Inaccurate size charts, product images, or configuration settings will directly degrade the quality of AI recommendations and Generated Assets.

4. Merchant Responsibilities and Obligations

4.1 Shopify Store Management

Merchants are solely responsible for:

• Connecting the correct Shopify store to OPTIMO VTS and maintaining that connection;
• Maintaining accurate, current, and complete product data, size charts, and product images;
• Ensuring that product information provided to OPTIMO VTS does not infringe any third-party intellectual property rights;
• Reviewing and approving all Generated Assets before publishing them to any storefront, marketplace, social media, or advertising channel; and
• Ensuring that the OPTIMO VTS integration is configured correctly for each product or collection.

4.2 Compliance with Applicable Law

Merchants are solely and independently responsible for ensuring their use of OPTIMO VTS complies with all applicable laws in every jurisdiction where they operate, including privacy and data protection laws (GDPR, CCPA/CPRA, PIPEDA, biometric privacy laws), consumer protection and advertising standards, intellectual property laws, children's privacy laws (including COPPA), and Shopify's Acceptable Use Policy.

4.3 Shopper Consent

Merchants are responsible for obtaining all necessary consents and providing required disclosures to Shoppers before enabling OPTIMO VTS features, including informing Shoppers that body images will be processed by OPTIMO VTS's AI pipeline and obtaining biometric data consents where legally required (including Illinois, Texas, and Washington).

4.4 Review of Generated Assets

All AI-generated outputs must be reviewed by the Merchant before use. Merchants must not publish Generated Assets that misrepresent product appearance, contain inappropriate or unlawful content, infringe third-party intellectual property, depict real individuals without consent, or violate advertising standards. OPTIMO VTS provides AI generation tools — the Merchant is the publisher and solely responsible for content they choose to use publicly.

4.5 Return Policy, Fulfillment, and Customer Support

Merchants remain solely responsible for their return and refund policies, product quality, order fulfillment, shipping, and all customer support interactions. OPTIMO VTS size recommendations do not alter or supersede any Merchant's legal obligations to their customers.

5. Shopper Experience and Data

5.1 AI Size Recommendations

OPTIMO VTS provides Shoppers with size recommendations based on inputs including up to two full-body photographs, extracted body measurements, product data, size chart information, and fit algorithms. These recommendations are estimates only.

5.2 Shopper Data Handling

OPTIMO VTS processes Shopper data in accordance with its Privacy Policy. Key commitments include:

• Shopper body photographs are permanently deleted within twenty-four (24) hours of processing;
• Body measurements are stored with anonymous identifiers, encrypted with AES-256 at rest, and protected by TLS 1.3 in transit;
• Measurements are retained for up to twelve (12) months unless deleted earlier upon request; and
• Merchants do not have access to individual Shopper body images or identifiable measurement data.

5.3 Merchant Obligations to Shoppers

Merchants must not represent OPTIMO VTS size recommendations as guarantees of fit, must maintain a fair and transparent return policy, and must not use OPTIMO VTS features in any manner designed to mislead Shoppers about product characteristics.

6. Intellectual Property

6.1 OPTIMO VTS Ownership

OPTIMO VTS, including all underlying technology, software, algorithms, models (including Optimo 4.0), interfaces, designs, trademarks, and documentation, is the exclusive property of Optimo Solutions Inc. All rights not expressly granted herein are reserved.

6.2 Merchant Content License

By uploading or connecting Merchant Content to OPTIMO VTS, you grant Optimo Solutions Inc. a non-exclusive, worldwide, royalty-free, sublicensable license to access, use, process, and transform that content solely for the purpose of delivering the Services to you.

6.3 Generated Assets — Ownership and License

Subject to full payment of applicable fees and compliance with these Terms, OPTIMO VTS grants Merchants a non-exclusive, worldwide, royalty-free license to use, display, and distribute Generated Assets in connection with the promotion and sale of the products from which they were derived. Merchants acknowledge that:

• Generated Assets are AI-produced and may have limitations on copyright protection under applicable law;
• Merchants are solely responsible for ensuring Generated Assets do not infringe third-party rights; and
• OPTIMO VTS retains the right to use de-identified, aggregated usage insights (not the Generated Assets themselves) to improve its AI models.

6.4 Restrictions

Merchants may not reverse engineer OPTIMO VTS or its AI models, use OPTIMO VTS outputs to train competing AI models, remove proprietary notices from outputs, sublicense or resell access to the Services, or use the OPTIMO VTS brand without prior written authorization.

7. Billing, Fees, and Cancellation

7.1 Pricing and Plans

OPTIMO VTS subscriptions are billed through Shopify's Billing API. Pricing begins at $17.99 per month. OPTIMO VTS reserves the right to modify pricing with at least fourteen (14) days' prior notice to active Merchants.

7.2 Free Trial

New Merchants are eligible for a fourteen (14) day free trial upon first installation. Only one free trial is available per Merchant account or Shopify store. Following the trial period, a paid subscription is required to continue using the Services.

7.3 Billing Through Shopify

All charges are processed exclusively through Shopify's Billing API. OPTIMO VTS does not directly collect or store payment card information. Billing disputes and refund requests should be directed first to Shopify, then to OPTIMO VTS at support@vts.optimosolutions.com.

7.4 Credit-Based Features

Certain features (including AI photoshoot generation, model swap, face swap, ghost mannequin, and background studio) consume credits allocated with each subscription plan. Credits do not roll over between billing cycles unless expressly stated. OPTIMO VTS does not provide refunds for consumed credits except in the case of a verified technical error on OPTIMO VTS's part.

7.5 Taxes

Subscription fees are exclusive of any applicable taxes, duties, or levies. Merchants are responsible for determining and paying any applicable taxes in their jurisdiction.

7.6 Suspension for Non-Payment

If a Merchant's subscription payment fails through Shopify's Billing API, OPTIMO VTS may suspend access to the Services until payment is resolved.

8. Data, Privacy, and Security

8.1 Privacy Policy

OPTIMO VTS's collection, use, and handling of personal data is governed by the OPTIMO VTS Privacy Policy, which is incorporated into these Terms by reference.

8.2 Mandatory Webhook Compliance

OPTIMO VTS is subscribed to and complies with all Shopify mandatory privacy webhooks including customers/data_request, customers/redact, and shop/redact.

8.3 Data Deletion on Uninstall

When a Merchant uninstalls OPTIMO VTS, all Merchant store data and associated Shopper data is automatically and permanently deleted within forty-eight (48) hours. Merchants may request immediate deletion by contacting support@vts.optimosolutions.com, with deletion completed within seventy-two (72) hours of a verified request.

8.4 Security Responsibilities

OPTIMO VTS implements commercially reasonable security measures including AES-256 encryption at rest, TLS 1.3 in transit, role-based access controls, and automated deletion workflows. Merchants are responsible for their own Shopify store security and access control.

8.5 Breach Notification

In the event of a confirmed data security breach affecting personal data that poses a material risk to affected individuals, OPTIMO VTS will notify affected Merchants consistent with applicable legal requirements.

9. AI Disclaimers, Warranties, and Limitation of Liability

9.1 AI Outputs Are Estimates — No Accuracy Guarantee

OPTIMO VTS expressly does not warrant that any AI output will be:

• Accurate, precise, or reflective of actual physical measurements;
• Free from errors, artifacts, hallucinations, or visual distortions;
• Suitable for any particular commercial, publishing, or advertising purpose;
• Consistent across multiple generations of the same input; or
• Representative of actual garment appearance, colour, texture, drape, or fit.

9.2 Factors Affecting AI Accuracy

AI output quality depends on factors outside OPTIMO VTS's control, including image quality, lighting, clothing worn during photography, camera hardware, Shopper posture, product photo quality, accuracy of Merchant-provided size charts, and the inherent limitations of generative AI technology.

9.3 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPTIMO VTS AND OPTIMO SOLUTIONS INC. PROVIDE THE SERVICES ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

9.4 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OPTIMO SOLUTIONS INC. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL; LOSS ARISING FROM RELIANCE ON AI-GENERATED OUTPUTS; CUSTOMER RETURNS OR COMPLAINTS ATTRIBUTABLE TO AI SIZING INACCURACY; OR ANY OTHER INDIRECT LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OPTIMO VTS'S TOTAL AGGREGATE LIABILITY TO ANY MERCHANT SHALL NOT EXCEED THE GREATER OF: (I) TOTAL FEES PAID BY THAT MERCHANT IN THE SIX (6) MONTHS PRECEDING THE CLAIM; OR (II) USD $100.

9.5 Indemnification

Merchants agree to indemnify, defend, and hold harmless Optimo Solutions Inc. and its officers, directors, employees, agents, and subprocessors from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or relating to:

• Merchant's use of the Services in violation of these Terms;
• Merchant's violation of any applicable law or regulation;
• Merchant Content that infringes third-party intellectual property or other rights;
• Merchant's publication of Generated Assets without adequate review;
• Merchant's failure to obtain required Shopper consents; or
• Any claim by a Shopper or third party arising from the Merchant's use of OPTIMO VTS features.

10. Acceptable Use Policy

10.1 Permitted Use

The Services may only be used by Merchants for lawful commercial purposes in connection with the operation of their Shopify fashion stores, in compliance with these Terms, Shopify's policies, and all applicable laws.

10.2 Prohibited Uses

Merchants must not use OPTIMO VTS to:

• Upload, process, or generate unlawful, defamatory, obscene, harassing, or threatening content;
• Process images of real, identifiable individuals without their explicit informed consent, particularly for face swap features;
• Create deceptive, misleading, or fraudulent product representations;
• Violate any individual's privacy rights, including by uploading Shopper images without appropriate consent;
• Circumvent, disable, or interfere with any security feature or access control of the Services;
• Attempt to reverse engineer, decompile, or extract source code, model weights, or proprietary algorithms;
• Use automated tools to access the Services at a rate that overloads OPTIMO VTS's infrastructure;
• Attempt to access, modify, or exfiltrate data belonging to any other Merchant or Shopper;
• Resell, sublicense, or commercialize access to the Services without prior written consent;
• Use the Services for any purpose that violates Shopify's Acceptable Use Policy; or
• Use OPTIMO VTS outputs or data to build, train, or improve any competing AI model or virtual try-on service.

10.3 Enforcement

Upon confirming a material violation, OPTIMO VTS may, at its sole discretion and without prior notice: (a) suspend or terminate the Merchant's access; (b) remove or disable Generated Assets; and/or (c) report the activity to Shopify or relevant legal authorities. Termination for cause does not entitle the Merchant to any refund of pre-paid fees.

11. Service Availability and Support

11.1 Availability

OPTIMO VTS aims to provide reliable, high-availability Services but does not warrant any specific uptime guarantee. Service availability may be affected by scheduled maintenance, technical incidents, third-party AI provider outages, Shopify platform outages, and force majeure events.

11.2 Merchant Support

OPTIMO VTS provides merchant support via email at support@vts.optimosolutions.com. OPTIMO VTS aims to respond to all support requests within one (1) business day. Response times are targets, not guarantees. Support is provided in English.

11.3 No SLA

Unless expressly agreed in a separate written service level agreement signed by an authorized representative of Optimo Solutions Inc., no specific SLA applies to the Services.

12. Term and Termination

12.1 Term

These Terms take effect upon Merchant's installation of OPTIMO VTS and remain in effect until terminated.

12.2 Termination by Merchant

Merchants may terminate at any time by uninstalling OPTIMO VTS through Shopify's app management interface. Pre-paid subscription fees for the current billing period are non-refundable unless Shopify's billing policies provide otherwise.

12.3 Termination by OPTIMO VTS

OPTIMO VTS may suspend or terminate a Merchant's access immediately and without prior notice if: the Merchant materially breaches these Terms and fails to cure within seven (7) days; the Merchant violates the Acceptable Use Policy posing immediate risk; OPTIMO VTS is required to do so by Shopify, applicable law, or court order; or continued provision would expose OPTIMO VTS to legal or reputational risk.

12.4 Termination of the Service

OPTIMO VTS reserves the right to discontinue the Services entirely with at least thirty (30) days' written notice to active Merchants, with pro-rata refunds for any unused prepaid subscription period.

12.5 Effect of Termination

Upon termination: (a) all licenses granted cease; (b) Merchant must cease all use of the Services; (c) all Merchant and Shopper data is deleted per Section 8.3; and (d) provisions that by their nature should survive termination shall survive, including Sections 6, 9, 13, and 14.

13. Dispute Resolution, Governing Law, and Arbitration

13.1 Informal Resolution First

Before initiating any formal dispute process, the parties agree to attempt resolution through good-faith direct negotiation. Either party may initiate this by sending written notice describing the dispute. The parties will have thirty (30) days to attempt resolution.

13.2 Binding Arbitration

If informal resolution fails, any dispute shall be finally resolved by binding arbitration administered by a recognized arbitration institution under its then-current commercial arbitration rules. The arbitration shall be conducted in English. The arbitrator's decision shall be final and binding.

13.3 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MERCHANTS WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE OR COLLECTIVE PROCEEDING AGAINST OPTIMO VTS. ALL DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY.

13.4 Exceptions

Nothing in this Section prevents either party from seeking emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.

13.5 Governing Law

These Terms shall be governed by the laws of a jurisdiction determined by Optimo Solutions Inc. in its reasonable discretion based on applicable circumstances, without regard to conflict of law principles.

14. General Provisions

14.1 Force Majeure

OPTIMO VTS shall not be liable for any failure or delay caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, government action, internet failures, Shopify platform outages, third-party AI provider failures, or power failures.

14.2 Modifications to Terms

OPTIMO VTS reserves the right to modify these Terms at any time. Material changes will be communicated via email or in-app notification at least fourteen (14) days prior to taking effect. Continued use of the Services constitutes acceptance of the updated Terms.

14.3 Entire Agreement

These Terms, together with the OPTIMO VTS Privacy Policy and any plan-specific terms communicated at time of subscription, constitute the entire agreement between OPTIMO VTS and the Merchant and supersede all prior agreements and understandings.

14.4 Severability

If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary or severed. The remainder of the Terms shall continue in full force and effect.

14.5 No Waiver

OPTIMO VTS's failure to enforce any right or provision shall not constitute a waiver. No waiver shall be effective unless made in writing and signed by an authorized representative of Optimo Solutions Inc.

14.6 Assignment

Merchants may not assign or transfer any rights or obligations under these Terms without OPTIMO VTS's prior written consent. OPTIMO VTS may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to affected Merchants.

14.7 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship.

14.8 Notices

Notices to OPTIMO VTS must be sent in writing to support@vts.optimosolutions.com. OPTIMO VTS may provide notices to Merchants via email or in-app notifications. Notices are deemed received immediately upon delivery if sent by email with no delivery failure notification.

14.9 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights. Shoppers who use OPTIMO VTS features on Merchant storefronts are not parties to these Terms and have no rights under them.

14.10 Language

These Terms are written in English. In the event of any conflict between an English version and a translated version, the English version shall prevail.

15. Contact