Terms of Service

1. Who These Terms Cover

(a) Parties.These Terms of Service (“Terms”) form a binding agreement between Optera AI LLC (“BoothOffer,” “we,” “us”), which operates the BoothOffer service (the “Service”), and each person who accesses or uses the Service. The Service has two categories of users:

• Vendors, who hold a paid subscription account and list merchandise for sale through QR-coded booth pages; and
• Customers, who access the Service anonymously by scanning a booth’s QR code, uploading photographs, and submitting offers on merchandise.

(b) Customer Agreement.By scanning a booth QR code, uploading a photograph, or submitting an offer, you (the Customer) agree to be bound by the provisions of these Terms applicable to Customers, which include: §1(e) (Eligibility and Age Requirements), §7 (Acceptable Use), §12 (Anonymous Customer Data, including the uploaded content license and warranties), §14 (AI & Automated Processing), §17 (Warranties & Disclaimers), §18 (Limitation of Liability), §19(a)(v) and §19(c) (Indemnification), §23 (Governing Law & Disputes, including arbitration), and §24 (General Provisions), as well as our Privacy Policy. Provisions of these Terms that concern subscription fees, billing, booth configuration, vendor settings, and other vendor-only functions do not apply to Customers.

(c) Vendor Agreement.Vendors are bound by the full Terms in connection with their subscription and use of the Service. If you are accepting these Terms on behalf of a company, partnership, or other entity, you represent that you have authority to bind that entity and “you” refers to both you and that entity. A Vendor who also uses the Service as a Customer (for example, scanning another vendor’s booth) is subject to the Customer provisions in that capacity.

(d) Acceptance. Customers accept these Terms by the click-wrap mechanism displayed at the point of first photograph upload. Vendors accept these Terms by creating an account and subscribing to a plan. Material changes to these Terms will be communicated with a reasonable opportunity to review before continued use.

(e) Eligibility and Age Requirements. Vendors must be at least 18 years old (or the age of majority in their jurisdiction) to create an account. Customers must be at least 13 years old to use the customer-facing app. Use of the Service by anyone under the applicable minimum age is prohibited. If you do not agree to these Terms, you must not use the Service.

2. Definitions

• Service — the BoothOffer web application, vendor dashboard, APIs, and related services operated at boothoffer.com.
• Vendor — an individual or business that rents booth space in a multi-vendor retail location and subscribes to the Service to negotiate with customers on their behalf.
• Customer — an anonymous end user who scans a Vendor's QR code and submits offers through the customer-facing app.
• Booth — a physical retail space registered by a Vendor in the Service, identified by a unique QR code.
• Mall Operator — the owner or manager of the multi-vendor retail location where a Vendor's booth is located.
• Account — a Vendor's registered account on the Service.
• Vendor Data — information a Vendor provides or generates through the Service, including booth details, negotiation settings, pricing rules, and the Vendor's deal history.
• AI Agent — the automated assistant that negotiates on a Vendor's behalf within parameters the Vendor configures.
• Offer — a proposed price submitted by a Customer for an item, and the resulting chat-based negotiation.
• Subscription — the paid plan a Vendor selects.

3. Description of the Service

BoothOffer is a mobile-first web application that helps Customers negotiate prices on items in multi-vendor retail spaces. A Vendor configures negotiation rules and personality once; the Service generates a unique QR code for each booth; a Customer scans the code, photographs an item and its price tag, and negotiates with the AI Agent in real time. When a deal is reached, the Customer presents an on-screen confirmation at the mall's register and the sale completes through the mall's existing point-of-sale system.

We may update, modify, or discontinue features of the Service at any time. Beta or experimental features may be identified as such and may be changed or removed without notice.

4. Vendor Accounts & Security

• You must provide accurate and complete information during registration and keep it current.
• You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.
• Notify us promptly at support@boothoffer.com if you become aware of any unauthorized access to your account.
• One natural person per account. You may not share an account with others.
• We may refuse registration or suspend an account at our discretion, particularly where we suspect fraud, abuse, or risk to the Service or its users.

5. Subscription Plans & Billing

The Service is offered on monthly subscription plans based on booth count:

• Solo — $12/month per account, one booth.
• Multi — $24/month per account, two to three booths.
• Pro — $39/month per account, up to ten booths.

For mall operators or vendors with more than ten booths, contact sales@boothoffer.com for custom Enterprise pricing.

All fees are stated in U.S. dollars and are exclusive of applicable taxes (sales tax, VAT, GST), which are your responsibility. Billing is processed by Stripe (our payment processor); we do not store full payment card numbers on our servers.

AUTO-RENEWAL: YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH MONTHLY BILLING PERIOD AT THE THEN-CURRENT RATE UNLESS YOU CANCEL BEFORE THE NEXT RENEWAL DATE.

You may cancel at any time from your account settings. Cancellation takes effect at the end of the current billing period; you retain access until that date. We do not offer refunds or prorated credits for partial billing periods when you cancel for convenience.

We will provide at least 30 days' advance notice by email of any price increase. If a payment fails, we will retry billing and notify you; if the payment remains unpaid after a 7-day grace period, we may suspend and then terminate the account.

Upgrades take effect immediately with a prorated charge. Downgrades take effect at the next billing cycle. Exceeding the booth count of your plan requires an upgrade.

6. No Free Trial

The Service does not offer a free trial or free tier. A paid Subscription is required to access vendor features. You may cancel your first billing period at any time and keep access through the end of that period.

7. Acceptable Use

This section applies to all users, including both Vendors and Customers. You agree not to, and not to allow any third party to:

• Use the Service for any unlawful, deceptive, or fraudulent purpose.
• Upload or submit child sexual abuse material (CSAM); non-consensual intimate imagery (NCII); content depicting real-world violence, sexual exploitation, or abuse; content that infringes third-party rights; or any other content that is illegal under applicable law.
• Upload content that is not the retail merchandise and price tag you are offering to buy, or that identifies a third party without their consent (for example, a photograph with another person’s driver’s license, credit card, or personal mail visible).
• Configure the AI Agent to make representations you know to be false or misleading about inventory, authenticity, or pricing.
• Upload malicious code, viruses, or content that infringes third-party rights.
• Attempt to gain unauthorized access to the Service, other accounts, or underlying systems.
• Reverse-engineer, decompile, or attempt to extract source code from the Service, except as expressly permitted by law.
• Use the Service to build or train a competing product.
• Scrape, crawl, or use automated means to access the Service beyond endpoints we provide for that purpose.
• Resell, sublicense, or redistribute the Service without our written permission.
• Exceed reasonable usage limits or take actions that degrade performance for other users.
• Attempt to re-identify any Customer from the anonymous session data stored in the Service.
• Interfere with the security, integrity, or routing of the Service.

We may remove any uploaded content that violates this Section at any time, without notice, and suspend or terminate access immediately for violations. We cooperate with law enforcement and report CSAM to the National Center for Missing & Exploited Children (NCMEC) as required by 18 U.S.C. § 2258A. We may preserve and disclose uploaded content and related session metadata to law enforcement without notice when required by law or when we believe in good faith that disclosure is necessary to prevent imminent harm.

8. Platform Facilitator & Nature of Transactions

BoothOffer is a platform that enables price negotiation. We are not a party to any sale between a Vendor and a Customer. Title to the item, payment, tax collection, and refund or return obligations rest solely with the Vendor and the operator of the physical retail location where the item is sold.

An offer accepted in the Service is an agreement in principlebetween the Vendor and the Customer, and constitutes an offer to enter a sale at the register — it is not a binding commitment to sell. The sale itself is a separate transaction formed at the register through the mall's existing point-of-sale system, and the Vendor (and the operator of the physical retail location) retains the right to decline completion in the circumstances described below. If a Customer does not complete checkout within the hold window the Vendor has configured, the agreed price expires automatically and the item becomes available for new offers.

Pricing errors and manifest mistakes.The Vendor and the operator of the physical retail location may decline to complete a sale, or may require re-pricing at the register, when an agreed price results from (a) a manifest error in the tagged, listed, or photographed price (for example, a misplaced decimal, a missing digit, or a tag visibly attached to the wrong item); (b) the AI Agent misreading the item's tag photograph; or (c) a Vendor configuration error that causes an offer to be accepted clearly outside the Vendor's actual intent (for example, a floor accidentally set at $1 on a four-figure item). In any of these cases the Customer's sole remedy is that no sale occurs and, if a payment has already been taken, a full refund via the same point-of-sale system. This clause does not entitle the Vendor to refuse sale based on post-hoc regret about a price the AI Agent negotiated correctly within the Vendor's configured parameters — see Section 9.

Disputes between a Vendor and a Customer regarding a transaction, item condition, returns, or refunds are between those parties. Optera AI LLC does not mediate sales disputes and has no obligation to do so.

9. Vendor Responsibility for AI-Configured Deals

The AI Agent negotiates on the Vendor's behalf within parameters the Vendor configures, which include the auto-accept threshold, hard floor, negotiation personality, escalation preferences, hold window, and optional per-category or approval-threshold rules.

You are bound by any offer the AI Agent accepts within the parameters you have configured, except where Section 8's Pricing Errors clause applies. The Pricing Errors carveout covers manifest price-tag errors, tag-photo misreads, and configuration errors clearly outside your intent; it does not cover offers you now consider unfavorable that were negotiated correctly against the parameters you set. You are responsible for the correctness of those parameters and for reviewing and updating them over time. Optera AI LLC is not liable for deals accepted by the AI Agent inside the parameters you set, including deals that you later consider unfavorable.

The AI Agent escalates to the Vendor in the scenarios described in the product documentation (offers below the hard floor, unusual items, items above your approval threshold, or customer questions the AI cannot answer). If you do not respond to an escalation within five minutes, the Service will inform the Customer that the owner is away and preserve the context for asynchronous follow-up.

10. Intellectual Property

Our intellectual property. The Service, including its code, design, interfaces, logos, and trademarks, is owned by Optera AI LLC or its licensors. Nothing in these Terms transfers ownership of our intellectual property to you.

Your intellectual property. You retain all rights in Vendor Data. You grant us a limited, non-exclusive, worldwide license to host, process, display, and transmit Vendor Data solely to operate and improve the Service for you.

License to use the Service. During an active Subscription, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your own business purposes.

Feedback. If you send us ideas, suggestions, or feedback about the Service, we may use them without restriction and without compensation to you.

11. Vendor Data

• You own your Vendor Data. We act as a data processor for Vendor Data that contains personal information.
• We will not access, use, or disclose Vendor Data except as needed to provide the Service, as permitted by these Terms, or as required by law.
• You can export deal history and conversation logs from the dashboard. On request, we will assist with a machine-readable export.
• Upon account termination, Vendor Data will be deleted within 30 days of the end of the export window, except to the extent retained for legal obligations or routine backups (backups purged within 90 days).

12. Anonymous Customer Data

The customer-facing app does not collect names, email addresses, phone numbers, or other personal identifiers from Customers. Each Customer is identified only by an anonymous session UUID stored in a browser cookie. You acknowledge that the Customer data visible to you in the dashboard — including item and tag photos, offer amounts, chat transcripts, and session timestamps — is pseudonymous and must not be used to attempt to re-identify any Customer. See our Privacy Policy for details.

Your uploads.When You (the Customer) upload photographs of merchandise and price tags, You grant Optera AI LLC a limited, non-exclusive, worldwide, royalty-free license to host, process, display, transmit, and screen those photographs solely to operate the Service (including AI-based item description, price extraction, and automated content moderation as described in §14). You represent and warrant that (i) the photographs depict retail merchandise offered for sale at the scanned booth, (ii) You have the right to upload the photographs, (iii) the photographs do not contain content prohibited by §7, and (iv) You are at least 13 years of age. You retain ownership of Your uploads. Photographs that pass screening are retained under our Privacy Policy retention schedule; photographs that fail screening are deleted immediately, except for a short audit record of the rejection.

13. Confidentiality

Each party agrees to protect the other's confidential information with reasonable care. Confidential information excludes information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party without restriction, is independently developed, or is received from a third party without restriction.

These confidentiality obligations survive termination for three years. Either party may disclose confidential information if required by law, provided it gives the other party prompt notice (unless legally prohibited) and cooperates in any reasonable protective efforts.

14. AI & Automated Processing

The Service uses artificial intelligence provided by Anthropic (Claude API) to (a) generate descriptions of items from Customer photos, (b) read price-tag information, and (c) negotiate offers on the Vendor's behalf within the Vendor's configured parameters. Anthropic is identified as a subprocessor in our Privacy Policy.

Your data is not used to train AI models. Anthropic processes data submitted through its API to return results and does not retain it for model training.

Accuracy. AI-generated outputs may contain errors. You are responsible for reviewing AI-read tag prices, item descriptions, and any escalation summaries before relying on them. You retain the ability to override, correct, or manually take over any negotiation.

Automated decision-making. The AI Agent is an assistive tool that negotiates within parameters you configure. It does not make autonomous decisions that produce legal or similarly significant effects on third parties. Deals accepted by the AI Agent are agreements in principle between the Vendor and the Customer; they constitute an offer to enter a sale at the register and are not a binding commitment to sell, and the Vendor may decline or re-price at the register in the manifest-error cases described in Section 8.

Content moderation.Uploaded photographs are automatically screened before AI analysis. Screening uses Google Cloud Vision’s SafeSearch feature (adult, violent, and racy content) and Anthropic Claude’s vision model (people, minors, nudity, violence, personal-use drug imagery, documents containing personal information, and non-merchandise). Photographs that fail screening are rejected before negotiation begins and are not retained, except for a short audit record of the rejection. This automated screening is a safety filter, not a substitute for the Customer’s own responsibility for the photographs they upload.

15. Third-Party Services

The Service relies on third-party infrastructure (including hosting, database, AI, payment processing, rate limiting, email, and push-notification providers). We are not responsible for the availability, accuracy, or practices of third-party services. Your use of those services is governed by the providers' own terms. A current list of subprocessors is maintained in our Privacy Policy.

16. Service Level Agreement

• Uptime commitment: 99.5% monthly uptime for production endpoints.
• Measurement: monthly, excluding scheduled maintenance and the exclusions below.
• Scheduled maintenance: we will give at least 24 hours' notice for planned windows.
• Service credits (available on request within 30 days of the incident, credited to the next invoice):
  • 98.0%–99.5% uptime — 5% credit on the monthly fee.
  • 95.0%–98.0% uptime — 10% credit on the monthly fee.
  • Below 95.0% uptime — 20% credit on the monthly fee.
  • Credits are capped at 20% of the monthly fee.
• Exclusions: the SLA does not apply to (a) force majeure events, (b) issues caused by you or your configuration, (c) scheduled maintenance, (d) third-party service outages (including Anthropic, Supabase, Vercel, Stripe, Upstash, Resend), and (e) beta features.
• Sole remedy: service credits are your sole and exclusive remedy for downtime.

17. Warranties & Disclaimers

We warrant that the Service will perform materially as described in our documentation during your Subscription term and that we have the right to provide the Service.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components; that the AI Agent's negotiation outcomes will produce any particular level of revenue or margin; or that any offer accepted in the Service will result in a completed sale. Some jurisdictions do not allow the disclaimer of implied warranties, so parts of this section may not apply to you to the extent prohibited by law.

18. Limitation of Liability

Cap.To the maximum extent permitted by law, Optera AI LLC's total aggregate liability arising out of or relating to these Terms or the Service will not exceed the fees paid by you to us in the 12 months preceding the event giving rise to the claim.

Exclusions. In no event will either party be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost data, lost revenue, business interruption, or loss of goodwill, even if advised of the possibility of such damages.

Carve-outs (not subject to the cap): (a) breach of confidentiality, (b) intellectual-property indemnification obligations, (c) gross negligence or willful misconduct, and (d) your payment obligations.

These limitations apply to the fullest extent permitted by law. Some jurisdictions do not allow limitation of liability for certain damages (including death or personal injury caused by negligence, and fraud), so parts of this section may not apply to you.

19. Indemnification

(a) By Vendors.You (the Vendor) will defend, indemnify, and hold harmless Optera AI LLC and its officers, employees, and agents from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of (i) your breach of these Terms, (ii) Vendor Data or AI Agent configurations you supply, (iii) any sale, representation, or dispute between you and a Customer or Mall Operator, (iv) your violation of applicable law, or (v) content uploaded through your booth QR code by Customers, to the extent such content violates these Terms or applicable law and you had a reasonable opportunity to take action.

(b) By us.We will defend you against any third-party claim that your authorized use of the Service infringes that third party's U.S. intellectual-property rights, and we will pay damages and costs finally awarded against you in any such claim or agreed in settlement. If the Service is found to infringe, we may (i) procure a license, (ii) modify the Service to be non-infringing, or (iii) terminate the Subscription and refund any prepaid fees for the unused portion of the term.

(c) By Customers.By using the customer-facing app, You (the Customer) will defend, indemnify, and hold harmless Optera AI LLC and its officers, employees, and agents from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of (i) content You upload that violates these Terms or applicable law, (ii) Your violation of §7 (Acceptable Use) or §12 (Anonymous Customer Data, including the uploaded content license and warranties), or (iii) any false representation You make in the click-wrap shown at first photograph upload regarding Your age, the content of Your photographs, or Your consent to automated screening.

(d) Procedure.The party seeking indemnification must provide prompt written notice of the claim, allow the indemnifying party to control the defense, and provide reasonable cooperation. Neither party may settle a claim on terms that impose obligations on the other party without that party's written consent.

20. Termination & Suspension

• Cancellation by you. You may cancel at any time in account settings. Cancellation takes effect at the end of the current billing period.
• Termination for cause. Either party may terminate these Terms if the other materially breaches and fails to cure within 30 days of written notice.
• Immediate termination by us. We may suspend or terminate access immediately if you (a) violate Section 7 (Acceptable Use), (b) present a security risk, (c) engage in illegal activity, or (d) become insolvent or subject to bankruptcy proceedings.
• Suspension for non-payment. We may suspend access after a failed payment and a 7-day grace period.
• Survival. Sections 2, 8, 10, 13, 14, 17, 18, 19, 23, and 24 survive termination.

21. Effect of Termination

• Your access to the Service ends on the effective date of termination.
• You have 30 days after termination to export Vendor Data.
• After that export window, we will delete Vendor Data within 30 additional days, except for data retained to comply with legal obligations or held in routine backups (purged within 90 days).
• If we terminate without cause, we will refund the prorated portion of prepaid fees for the unused remainder of the Subscription term.
• If you cancel for convenience, no refund is owed for the remainder of the current billing period.
• Offers pending with active Customers at the time of termination will be resolved or expire according to the Vendor's configured hold window and then closed.

22. Modifications to These Terms

We may update these Terms from time to time. For material changes, we will provide at least 30 days' notice by email or in-app notification before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance. If a material change significantly reduces your rights and you do not agree, you may cancel before the change takes effect and receive a prorated refund of any prepaid, unused fees. Prior versions will be archived and available on request.

23. Governing Law & Disputes

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

Arbitration. Any dispute arising from these Terms or the Service will be resolved by binding arbitration under the rules of the American Arbitration Association (AAA). Arbitration will be conducted in Sheridan, Wyoming. Each party bears its own costs; arbitrator fees are split equally.

Opt-out. You may opt out of arbitration by sending written notice to legal@boothoffer.com within 30 days of first accepting these Terms.

Small-claims exception. Either party may bring qualifying claims in small-claims court instead of arbitration.

Class-action waiver. To the extent permitted by law, disputes must be brought on an individual basis. You waive any right to participate in a class action or class-wide arbitration. This waiver may not be enforceable in certain jurisdictions.

24. General Provisions

• Entire agreement. These Terms, together with the Privacy Policy and any order forms, are the entire agreement between you and us regarding the Service.
• Severability. If any provision is unenforceable, the remaining provisions remain in effect.
• Waiver. Our failure to enforce a right is not a waiver of that right.
• Assignment. You may not assign these Terms without our written consent. We may assign in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delays caused by events beyond reasonable control (natural disasters, war, pandemic, government action, internet outages).
• Notices to us must be sent to legal@boothoffer.com or to the address below. Notices to you will be sent to the email on file.
• Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, or agency relationship.
• No third-party beneficiaries. These Terms do not create rights for any third party.
• Export compliance. You will comply with applicable U.S. and international export-control laws.

25. Contact Information

Optera AI LLC
1309 Coffeen Avenue STE 1200
Sheridan, Wyoming 82801
Legal: legal@boothoffer.com
Privacy: privacy@boothoffer.com
Support: support@boothoffer.com

BoothOffer is a product of Optera AI LLC. See our Privacy Policy for how we handle personal information.