Terms of Service

Frilly Inc.

Last updated: May 2026

1. Introduction

You, the company or its authorized representative (the “Customer”), as consideration for use of the Frilly AI services (the “Service”), agree to be bound by the terms of this agreement (the “Terms”). Permission to use the Service is conditioned upon agreement to and compliance with these Terms. Engaging with any of the features of the Service (the “Service Features”) constitutes use of the Service. The use of the Service as described herein constitutes agreement to the Terms. These Terms may be binding in the event of discontinuation of use. Customer understands these Terms affect its legal rights as it pertains to the subject matter herein.

1.01 Definitions

  • Account Data means non-public information related to a Customer’s account, including login credentials, billing information, and usage analytics.
  • AI-Generated Content means summaries, responses, recommendations, embeddings, processed logo images, and other outputs produced by Frilly’s AI agents from Customer Content.
  • AI Agent Provider means any third-party company who provides AI-related services to Frilly Inc. for the purposes of providing Service to Customer.
  • Authorized User means an individual agent of a Customer who is permitted to access the Service on Customer’s behalf.
  • Business profile means the collection of information about the Customer’s business which is displayed to the public.
  • Commencement Date means the first day of the month following the Effective Date.
  • Customer means a business or authorized representative thereof that creates a paid account on the Frilly Network at frillyconcierge.com.
  • Customer Content means any data, text, images, files, or other materials uploaded, submitted, or authorized by a Customer or compiled as Free Listing for use on the platform, including training data submitted for Smart Chat (URLs and uploaded documents). All Customer Content may be used for public display within the Frilly Network.
  • Derivative Content means any content which is created by any AI agent in the course of providing Services to Customer.
  • Effective Date means the date of execution of this agreement.
  • End User means any non-customer individual who interacts with Frilly’s public-facing tools (Smart Chat, Smart Directory) to discover or engage with listed businesses.
  • Free Listing means business profile on the Frilly network created from publicly available information or submitted by a business owner at no cost, contributing to the mapped local ecosystem.
  • Minor Child means an individual under the age of thirteen (13).
  • Frilly Network (the “Network”) means the collective ecosystem of business listings, public data, and AI-generated content that powers Frilly’s discovery experience.
  • Outstanding Balance is the sum of any payments, late fees, and/or additional charges which have not been paid and have been assessed against Customer.
  • Personally Identifiable Information (“PII”) means any information or data which could be used to identify an individual including but not limited to name, age, address, email, phone number, etc.
  • Service Tier means the level of Service provided to Customer as set forth in the Schedule of Service in Table A.
  • Service Features has the meaning set out in the Introduction.
  • Service Provider has the meaning set out in Section 1.02.
  • Smart Chat means Frilly’s AI-powered conversational agent that engages community members with information about listed businesses. It is served from smartchat.frilly.ai and embeddable as a widget on customer websites.
  • Smart Directory means Frilly’s AI-enhanced discovery tools at frilly.ai that help community members find and learn about local businesses across the network using a conversational search agent.
  • Statement of Work means any appended agreement which explicitly references this document, being signed by both Provider and Customer that lays out the terms of any additional product or service to be provided to Customer in addition to the Service as described herein.
  • Training Data means URLs and uploaded documents (including but not limited to: PDF, DOCX, TXT, MD) submitted by Customers to enhance their Smart Chat agent’s knowledge base. Training Data is included in Customer Content.

1.02 Service Provider

Services are provided by Frilly Inc. (“Service Provider,” “Provider”), a Wisconsin corporation whose offices are located at 17 S. Fairchild St. FL 7, Madison, WI 53703. Provider may be contacted atsupport@frilly.ai.

1.03 Eligibility

Customer

Customer is an entity domiciled in and subject to jurisdiction of the United States of America. Signatory represents they are an official agent and representative of Customer and permitted to act on Customer’s behalf. Customer has legal capacity to enter into these Terms.

For End Users

End users must be individual persons of at least 18 years of age and be domiciled in the jurisdiction of the United States of America.

2. Service

Conditioned upon the compliance of Customer and its Authorized Users with the Terms, Provider will provide Customer with the Service as described in these Terms and any other appended Statements of Work.

2.01 Service Description

Service includes: (i) access to a business intelligence and discovery platform; (ii) AI-powered tools enable end users to find, gather information about, and engage with local businesses; (iii) the right to claim their public profile; (iv) the ability to review, refine, and supplement their profile through the dashboard.

Paid tiers unlock additional features including: (i) embeddable Smart Chat widgets (ii) the ability to submit Training Data to improve their Smart Chat; (iii) enhanced analytics, and; (iv) priority placement within discovery tools.

Free Listings are business profiles built from publicly available information using automated scraping tools, including logo extraction from the business’s website. Logos are processed into standardized directory formats using AI-assisted background color matching. Businesses may claim and enhance their Free Listing at any time.

2.02 Service Features

Features of Service generally include the following:

a. Smart Directory:AI-enhanced discovery tools that help end users find and learn about local businesses across the Frilly network using a conversational search agent. Powered by business profile data and AI-generated summaries.

b. Smart Chat:an AI-powered conversational agent trained on a business’s public information. It can answer questions about the business, provide recommendations, engage visitors, and be embedded on the customer’s own website at certain subscription tiers.

c. Profile Pages:a public-facing business profile pages built with Astro (a static site framework) to ensure they are readable by both humans and AI systems (LLMs, search engines). Each business in the network has a profile page.

d. Lead Generation:Smart Chat uses its conversations with end users to generate leads for the business to follow up with.

2.03 Schedule of Service

Depending on Customer’s Service Tier, Services may include additional items. A list of these items can be found online at frillyconcierge.com. Customer should review the Service Schedule online.

2.04 License in Services

Customer is granted a temporary and non-perpetual license in Services and may: (i) use or display Provider’s Smart Chat Widget on its website; (ii) upload permissible content to the Smart Directory (iii) edit information on its User Profile; (iv) change how Customer’s public-facing profile appears.

2.05 Changes in Service

Provider may change any aspect of service at any time. Customer shall be duly notified. Changes may be implemented within the next available billing period or at any time convenient for Provider. Customer understands that changes in service may affect its business model or advertising strategy.

2.06 Third-Party Providers

Provider uses third-party AI Agent Providers to assist with certain functions. Provider may, at any time and for any reason, change any Third-Party Provider. Customer may view the regularly updated list of third-party providers at frillyconcierge.com.

2.07 Access to Services

Only Customer and its Authorized Users may use the Services. Customer is responsible for account and password safeguarding. Customer is required to contact Provider immediately if its account is hacked, compromised or otherwise misused. Customer is responsible for all activities that take place with its account. Provider will not be liable for any loss or damage arising from any unauthorized use of Customer’s accounts.

If a third party such as a parent company or franchisor provided Customer with an account, that party retains all rights to your account.

2.08 Term of Service

The Service commences on the Effective Date and continues until termination (the “Term”). Any future Statements of Work shall be governed by the term of service mentioned therein. If a future Statement of Work does not refer to a term of service for the Service to be rendered, it shall be governed by the Term in this section.

2.09 Termination of Service

Service terminates after 12 consecutive 30-day billing periods elapse or by any other condition described herein.

Provider reserves the right to suspend or terminate access to the Service at any time, in its sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, Provider may suspend or terminate Customer’s access to or use of the Service for: (i) the actual or suspected violation of these Terms; (ii) the use of the Services in a manner that may cause Provider to have legal liability or disrupt others’ use of the Services; (iii) scheduled downtime and recurring downtime; or (iv) unplanned technical problems and outages.

In addition to other termination provisions, Provider at its discretion may terminate Customer’s account if: (i) Customer does not engage in any activity in its account within thirty (30) days after becoming a registered user, or (ii) Customer does not engage in any activity in its account for any period of one-hundred and twenty (120) consecutive days.

These Terms shall terminate automatically if Customer defaults on any provision herein.

2.10 Renewal

Provided customer is not in default, Customer may renew this agreement upon its automatic termination by continuing to use the service and by tendering payments as required. Any future Statements of Work shall be renewable by the terms set forth therein.

3. Content and Intellectual Property Rights

3.01 Ownership

Customer retains ownership of all content uploaded to Frilly. Uploading content to Frilly does not change the content’s ownership status unless otherwise stated in these Terms.

3.02 Intellectual Property

All intellectual property of Provider will remain as such. This agreement does not give Customer any right in any intellectual property owned by Provider other than what is described in Section 2.04 of these Terms.

3.03 License in Customer Data

Customer hereby grants Provider a perpetual license to use, display, distribute, reproduce, modify, create Derivative Works of, and perpetuate customer content during use of service and after termination of service. This license may survive account termination for purposes of network integrity.

Customer may request termination of this license by contactingsupport@frilly.ai.

3.04 Public Nature

Customer understand that all content uploaded to Frilly is intended to be publicly displayed. Customer agrees that all uploaded content may be displayed by Provider and accordingly waives any right related to the redistribution of such content.

3.05 Training Data

Customer may submit Training Data to the Smart Chat Agent. This data may be used to create derivative works. Customer understands that these derivative works may persist indefinitely. Customer disclaims any ownership of derivative works. Customer agrees to refrain from submitting data for which Customer does not desire or is restricted from creating derivative works of.

3.06 Free Listing Data

Free Listings are sourced from publicly available information.

3.07 AI-Generated Content

Uploading content to Frilly necessitates that Derivate Works of that content may be created, Customer hereby disclaims, waives, and quits any claim, right, or interest to Derivative Content created by any AI Agent employed by Provider. Customer shall never require Provider to erase Derivative Content from the System.

4. Use

4.01 Acceptable Use

Conditioned upon Customer’s tendering of timely payments, and compliance with all Terms herein, Customer may use the services for purposes of promoting, advertising, generating leads, and all purposes not outside the scope of nor in violation of this Agreement. Use may include specified provisions as part of any Statement of Work.

4.02 Prohibited Use

a. Prohibited Content

Content which: (i) is obscene, abusive, vulgar, demeaning, slanderous, or unprofessional; (ii) violates third-party intellectual property; or (iii) promotes illegal conduct; is not permitted for uploading into the Smart Directory.

b. Prohibited Activities

Any activity or method of engaging with the Smart Chat Agent which attempts to manipulate the Smart Chat, spread slanderous information about others, promote content or conduct which is prohibited under these Terms, or spread false information is strictly prohibited by these Terms.

c. Illegal Activities

Customer may not use Service to conduct activities which are unlawful nor to aid, abet, obscure, defend, or otherwise assist the unlawful activities of others.

5. Data Collection

5.01 Account Data

Customers’ Business Profiles are initially compiled by Provider from publicly available sources using automated scraping and AI processing. Customer, through its compliance with these Terms, has claimed this profile and can review, refine, and supplement this data through the dashboard. Additional data is collected directly and implicitly, through the dashboard and platform usage respectively. Table A provides examples of data collected.

Data Category

Examples (including, but not limited to)

Collection Method

Visibility

Account Data

Name, email, password, billing information, and Service Tier

Direct input during registration

Private — never shared publicly

Business Content

Business name, description, FAQs, services, products, pricing, hours, contact info, images, logos (extracted from website and processed into standardized directory formats via automated pipeline)

Initially compiled by Frilly from the business’s website via automated scraping and AI-assisted processing; customer then claims, reviews, and refines via dashboard

Public — powers the Frilly Network

Usage Analytics

Login frequency, feature usage, Smart Chat conversation volume, dashboard interactions

Automated platform logging

Private — internal analytics only

5.02 Personally Identifiable Information (“PII”)

Any Personally Identifiable Information is kept secured. Customer, after termination of Service, may request in writing the deletion of this data. Provider has 45 days to comply with such request.

PII of Minor Children

Provider does not intentionally collect any PII of minor children. In the event that a minor child accesses the network and submits PII, the company has a strict policy of non-retention. Any data incidentally collected will not be used to contact the child again, will not be disclosed, and will be deleted promptly.

5.03 Notice of Breach

If Provider detects a data breach Customer shall be notified within 45 days of Provider having notice of the breach. If Customer detects a data breach, Customer is required to immediately notify Provider and take immediate mitigating action.

5.04 Third-Party Data Sharing

Customer data may be shared with third-parties which include AI Agent Providers, governments, and agencies. Data will be shared with third-parties as indicated in the table below (Table B).

Third Party

Data Shared

Purpose

Data Use Restrictions

Google Gemini (AI)

Business content, end user queries

AI processing for chat and search

Enterprise API terms, prohibit training on input data

Convex

All platform data

Database hosting

Data processor; governed by DPA

Stripe

Customer billing data

Payment processing

PCI-compliant; governed by Stripe’s terms

DreamHost VPS

Web application assets, served across frillyconcierge.com and frilly.ai domains

Hosting

Standard VPS hosting terms; Frilly manages server directly

Firecrawl

Public URLs to scrape

Data collection for Free Listings

Processes only publicly available data

LangFuse

AI pipeline logs (may include conversation snippets)

AI debugging and observability

Customer may view the regularly updated list of third-party providers at frillyconcierge.com.

5.05 Instagram Data Collection, Use, and Deletion

Customer may choose to connect its Instagram account to the Frilly Network. In such cases, Provider collects Customer’s: (i) Instagram account ID and username; (ii) a long-lived access token to fetch posts; and (iii) image and video URLs, captions, permalinks back to Instagram, and publishing timestamps. Collection of this data allows provider to display Instagram posts on the Frilly Network and allows Customer to select which posts are hidden or displayed. If Customer disconnects Instagram, the post records are retained as to allow Provider to preserve Customer’s display/hide preferences. On full account deletion with Provider, all Instagram-related data is deleted. Provider may be contacted for purposes of disconnecting Instagram from the Frilly Network atsupport@frilly.ai.

5.06 Individual Rights

Customer and End Users may request access, modification, correction, or deletion of any Personally Identifiable Information from Provider in writing. Provider shall have thirty (30) days to respond to and comply with such request provided compliance will not violate nor is in contradiction with any of these Terms or any applicable laws or regulations.

6. Fees and Billing

6.01 Payment Authorization

Customer must be authorized to use the payment method provided during billing account creation. Customer authorizes Provider to assess charges for the Service using the provided payment method and for any paid feature of the Service used while these Terms are in force. Provider may initiate payments (i) in advance; (ii) at the Execution Date; (iii) at the Commencement Date; and/or (iv) on a recurring basis for Services.

6.02 Agreement to Furnish Payment

Customer agrees to furnish all payments in a timely manner. Payments are due on the first day of each month. Payments are to be tendered through Stripe.com.

6.03 Schedule of Payments

Customer agrees to tender payments in accordance with their subscription tier and the schedule of payments within the table below (Table C).

Tier

Onboarding Fee (payable at Execution Date)

Subscription Fee (payable monthly as a recurring charge)

Premium

$100.00

$49.00

Professional

$250.00

$99.00

Enterprise

$5,000.00*

$299.00–$1,999.00*

*fees subject to project scope

6.04 Late Fees and Additional Charges

In the event of any delinquent payments, late fees may be assessed on the sixth day of each billing cycle. All late fees are in the amount of 10% of the total charge for the month – including recurring charges, non-recurring charges, and any additional charges. Late fees may be assessed on any tendered payment provided there is an Outstanding Balance in Customer’s account. All payments due are credited to any Outstanding Balance. Late fees and any additional charges are considered part of the outstanding balance.

6.05 Application of Payments

Provider reserves the right to apply payments received to any Outstanding Balance and in any order. Customer agrees that payments may be commingled with other funds held by Provider as Provider deems necessary. Provider retains reasonable discretion in accepting any request by Customer to apply payments in an alternative manner.

6.06 Modification of Payment Terms

Provider reserves the right to increase, decrease or otherwise modify amounts payable under these Terms. Notice will be provided to Customer of any pertinent changes within the billing period immediately preceding the period in which any changes will take effect. Customer is responsible for terminating Service should any modification be deemed unsatisfactory.

7. Warranties

7.01 Mutual Representation and Warranties

Each party represents and warrants to the other party that: (i) it a valid and duly organized entity; (ii) it has full right and authority to enter into and perform its obligations pursuant to this agreement; (iii) execution of this agreement by its representative signed below is authorized by all necessary parties within the governing structure of each entity; when executed, this agreement constitutes the entire agreement by the parties with respect to the subject matter herein.

7.02 Rights in Uploaded Content

Customer warrants that they have all rights and authorizations to upload content to the Smart Directory. Notwithstanding the license granted to Provider in Section 3 of this agreement.

7.03 Authorized Users

Customer warrants that they are the business and that only employees authorized by the Customer to use the Service may use the Service. Customer understands their responsibility to safeguard account credentials and promises to only permit authorized access to the Service.

7.04 Intellectual Property Guarantee

Customer warrants and guarantees that it has full rights to any material uploaded to the Smart Directory and that it will not violate the intellectual property rights of others through use of the Service.

7.05 Consent to Electronic Communications

Customer understands that Provider may send communications or data regarding the Services, including but not limited to (i) notices about use of the Services; and (ii) promotional information and materials regarding Provider’s products and services, via electronic mail to Customer. Customer may opt-out of receiving promotional information and materials by notifying Provider in writing. Provider must then cease sending promotional content within thirty (30) days.

Customer also understands that mandatory or required notices will be deemed given and received when the email is sent and that Customer cannot opt-out of receiving mandatory or required notices. Use of Services requires consent to receive mandatory or required notices electronically.

8. Disclaimer & Limitation

8.01 Disclaimer of Warranty

8.02 Limitation of Liability

9. Indemnification & Waiver

Customer agrees to indemnify and forever hold harmless Provider against any and all claims which may arise from this agreement. Customer further indemnifies Provider as stipulated below.

9.01 Mutual Indemnification

In the event that either party defaults or otherwise violates the terms of this Agreement, the party in default shall indemnify the other party against any and all claims brought by third parties which arise from this agreement.

9.02 Privacy Violation Indemnification

Customer agrees to indemnify Provider against any third-party claims which arise as a result of Customer’s own violation of the terms of this Agreement with respect to the privacy of third parties.

9.03 Intellectual Property Violation Indemnification

Customer agrees to indemnify Provider against any third-party claims which arise as a result of Customer’s own violation of the terms of this Agreement with respect to the intellectual property of third parties.

9.04 Waiver of Claims Arising from Service Modification

Customer hereby agrees and covenants not to sue Provider for any claims arising out of or in connection with modification of the Service. Customer shall not seek damages for lost profits, time, opportunity cost, or any other cause thereof. Customer waives any rights to any claims arising from modification of the Service.

10. Miscellaneous

10.01 Modification of Terms and Notice

Provider may modify the terms as set herein. As required under Federal law any Terms as they pertain to data privacy practices shall not be applied retroactively to previously collected data.

10.02 Nonwaiver

Failure to enforce any provision of the Terms or to exercise any right as defined herein shall not be construed to be a waiver of or rescind any provision or right.

10.03 Choice of Law, Jurisdiction, and Venue

These Terms and the validity thereof shall be governed by and construed in accordance with the substantive laws of the state of Wisconsin, USA, excluding its conflicts of laws principles. Appropriate jurisdiction for any claims arising out of or relating to these Terms shall be the State of Wisconsin. Venue shall be set in the county of Dane.

10.04 Binding Arbitration

Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be finally settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The seat of arbitration shall be the city of Madison, Wisconsin, USA.

10.05 Incorporation

All appendices are incorporated into the terms of this agreement by reference. Any subsequent statements of work to be created at a future time may be incorporated into this Agreement by referencing this Agreement. In the event of a conflict or ambiguity created by the incorporation of any terms from a future Statement of Work into this Agreement, this Agreement as it is contained herein shall govern.

10.06 Integration

This writing constitutes the whole agreement between parties with respect to the subject matter herein. No oral representations or other writings may alter or overrule any part of this agreement. This agreement supersedes all prior oral or written agreements, representations, warranties, statements, negotiations, and understandings. Parties agree to be bound solely by these Terms herein.

10.07 Severability

Should any of these Terms be determined by a court of competent jurisdiction to be unenforceable or void, the rest of the Terms will remain in full force and effect. Such unlawful provision shall be severed from this Agreement, the remainder of which shall be in effect to the extent permitted by applicable law.

Frilly Inc. • frillyconcierge.com • frilly.ai • Madison, WI