Rafl.ai Merchant Terms of Service

Effective Date: April 4th, 2026
Last Updated: April 4th, 2026

These Merchant Terms of Service (the “Agreement”) are entered into by and between Boggs Holdings LLC, doing business as Rafl.ai (“Rafl,” “we,” “us,” or “our”), and the merchant, brand, store owner, or other business entity installing, accessing, or using the Rafl.ai application or related services (“Merchant,” “you,” or “your”).

By installing the Rafl app, registering for an account, accessing the Services, clicking to accept this Agreement, or otherwise using the Services, you agree to be bound by this Agreement. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity.

1. Definitions

For purposes of this Agreement:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“App” means the Rafl.ai software application, whether distributed through Shopify or another approved ecommerce platform.

“Campaign” means any sweepstakes, promotion, giveaway, contest, offer, landing page, popup, rules page, AMOE page, email, ad, or related merchant promotion created, configured, administered, or supported through the Services.

“Customer Data” means any data, content, records, or information submitted to, collected through, transmitted by, or otherwise made available to Rafl by Merchant, Merchant’s storefront, Merchant’s users, or Merchant’s systems, including personal information.

“Documentation” means Rafl’s technical, operational, onboarding, compliance, support, and product materials made available to Merchant.

“Order Form” means any pricing page, plan selection, quote, proposal, insertion order, statement of work, or other ordering document referencing this Agreement.

“Services” means Rafl’s software, app, dashboards, APIs, campaign tools, hosted pages, templates, compliance support tools, analytics, fraud controls, reporting tools, onboarding, support, and related services.

“Sweepstakes Materials” means Official Rules, AMOE pages, disclosures, landing pages, widgets, emails, ads, and other promotion-related materials generated, hosted, or facilitated by the Services.

2. Scope of Services

Subject to this Agreement, Rafl grants Merchant a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services for Merchant’s internal business purposes in connection with Merchant’s lawful ecommerce promotions.

Rafl may provide some or all of the following:

campaign creation and administration tools;
hosted pages and promotional assets;
rules and AMOE templates;
entry tracking and logging;
fraud detection and abuse controls;
analytics, dashboards, attribution, and measurement tools;
integrations with Shopify and other third-party platforms;
optional onboarding, customer support, and beta access; and
optional operational services related to prize administration, winner verification, or promotion execution, if specifically included in Merchant’s plan or Order Form.

Rafl may improve, modify, replace, suspend, or discontinue any part of the Services at any time, provided that such changes do not materially reduce the core paid functionality during an active paid subscription except as reasonably required for security, legal compliance, platform compatibility, or product evolution.

3. Merchant Account and Access

Merchant must provide accurate and complete account information and keep it current.

Merchant is responsible for:

maintaining the confidentiality of account credentials;
restricting unauthorized access to Merchant’s account;
all activity under Merchant’s account; and
ensuring that users authorized by Merchant use the Services only in compliance with this Agreement.

Merchant will promptly notify Rafl of any known or suspected unauthorized use, data breach, security incident, or compromise involving Merchant’s account or use of the Services.

4. Merchant Responsibilities

Merchant is solely responsible for all Campaigns and for all content, claims, disclosures, and promotional conduct associated with Merchant’s use of the Services.

Merchant is solely responsible for:

reviewing and approving all Sweepstakes Materials before they are published, displayed, or used;
ensuring Campaigns comply with all applicable federal, state, local, and international laws, regulations, and platform rules;
ensuring all advertising, promotion, privacy, email, SMS, affiliate, consumer protection, and ecommerce practices are lawful;
ensuring all prize descriptions, product claims, pricing claims, and marketing statements are accurate and not misleading;
determining whether any Campaign requires registration, bonding, filing, notice, posting, age-gating, state exclusions, tax reporting, or other legal steps;
obtaining all necessary consents from end users, customers, entrants, and contacts;
maintaining Merchant’s own privacy policy, terms, and storefront disclosures;
ensuring lawful use of any personal data collected, used, or disclosed in connection with Campaigns; and
ensuring Merchant’s products, services, and offers are lawful and permitted on the relevant platforms.

Merchant acknowledges that promotion law varies by jurisdiction and that Rafl is not a law firm and does not provide legal advice.

5. No Legal or Tax Advice

Rafl provides software and operational tools only. Rafl does not provide legal, tax, accounting, or regulatory advice.

Any templates, rules language, AMOE pages, disclosures, reporting, articles, onboarding suggestions, or support communications provided by Rafl are for general informational and operational purposes only. Merchant remains solely responsible for obtaining legal review and determining whether Merchant’s Campaigns comply with applicable law.

6. Compliance With Laws and Platform Rules

Merchant shall comply with all laws and platform requirements applicable to its use of the Services and Campaigns, including laws relating to:

sweepstakes, contests, and promotions;
consumer protection and deceptive trade practices;
privacy and data protection;
email marketing, SMS marketing, and telemarketing;
tax reporting and withholding;
advertising disclosures and endorsements;
intellectual property;
export controls and sanctions; and
accessibility, if applicable.

Merchant shall also comply with all applicable platform rules, including Shopify policies and requirements, and all requirements imposed by Merchant’s ESP, payment providers, ad platforms, affiliate platforms, and other service providers.

7. Customer Data and Privacy

As between the parties, Merchant owns all right, title, and interest in and to Customer Data, except that Rafl may use Customer Data as necessary to provide, maintain, secure, improve, and support the Services, and as otherwise permitted by this Agreement and the Rafl Privacy Policy.

Merchant grants Rafl a non-exclusive, worldwide, royalty-free right during the Term to host, copy, process, transmit, display, analyze, and otherwise use Customer Data:

to provide the Services;
to operate and administer Campaigns;
to generate Rules, AMOE pages, and related materials;
to detect fraud and prevent abuse;
to perform reporting, analytics, and lift measurement;
to provide support and troubleshooting;
to comply with law; and
to create aggregated and de-identified analytics and benchmarking data that do not identify Merchant or any individual.

Merchant represents and warrants that it has all rights, notices, permissions, and lawful bases necessary to provide Customer Data to Rafl and to authorize Rafl to process such data as contemplated by this Agreement.

Merchant will not provide Rafl with any sensitive personal data unless expressly authorized by Rafl in writing and necessary for an approved feature.

If the parties need a separate Data Processing Addendum, Merchant agrees to execute Rafl’s standard DPA upon request where legally required.

8. Protected Customer Data and Platform Access

Merchant acknowledges that use of certain features may require Rafl to access customer, order, or storefront information through Shopify or other platform APIs.

Merchant authorizes Rafl to access and process such information to the extent necessary to provide the enabled features. Merchant further acknowledges that:

certain features may require protected customer data access;
access may be subject to platform approval, restrictions, or audit;
platform changes may affect functionality; and
Rafl may limit or disable certain features unless the required access is available and approved.

Merchant agrees not to use Rafl in a manner that would cause Rafl to violate any platform’s API terms, partner rules, or data restrictions.

9. Marketing Consents and Communications

Merchant is solely responsible for ensuring that all marketing consents, subscription consents, email permissions, dual-consent flows, disclosures, and opt-out mechanisms used in connection with Merchant’s Campaigns comply with applicable law.

If Merchant enables a Campaign configuration in which entrants may consent to receive communications from Merchant, Rafl, or both, Merchant acknowledges and agrees that:

Merchant is responsible for its own communications and consent recordkeeping;
Rafl is responsible for communications sent by Rafl under Rafl’s own consent flows;
Merchant must not direct Rafl to send unlawful, deceptive, or noncompliant communications; and
the parties may each maintain independent suppression and unsubscribe records as required by law.

10. Sweepstakes Operations and Winner Administration

If Merchant uses Rafl for sweepstakes administration, Merchant acknowledges and agrees that Rafl may, depending on the selected plan or enabled features:

host Official Rules and AMOE pages;
log entries and entry timestamps;
apply entry limits and fraud filters;
perform or facilitate random winner selection;
communicate with potential winners;
request affidavits, releases, tax documents, and identification;
coordinate prize payout or fulfillment; and
retain records reasonably necessary for legal, tax, anti-fraud, and audit purposes.

Merchant remains solely responsible for:

final approval of the Campaign and prize structure;
ensuring the lawfulness of the promotion;
ensuring the value and nature of prizes are accurately disclosed;
funding or reimbursing prize amounts and related costs, unless otherwise expressly agreed in writing;
any state registration, bonding, or filings required for Merchant’s Campaign unless Rafl has explicitly agreed in writing to handle those items; and
any tax, accounting, or financial consequences to Merchant arising from Campaigns.

11. Pooled Prize Structure

If Merchant participates in a pooled prize program, Merchant acknowledges that:

Merchant may contribute through subscription fees or other plan charges toward a shared prize pool;
a monthly or periodic prize may be funded in whole or in part through fees paid by multiple merchants;
Merchant’s payment does not guarantee any minimum number of entrants, conversions, sales, or winners associated with Merchant’s store;
participation in a pooled model does not create a partnership, joint venture, fiduciary duty, or profit-sharing arrangement between Merchant and other participating merchants; and
Rafl may determine the administration, allocation, structuring, and operation of pooled promotions in accordance with the applicable plan terms and Official Rules.

12. Merchant Content

Merchant may upload or provide logos, trademarks, product details, ad copy, images, descriptions, rules inputs, popup content, and other materials.

Merchant retains ownership of Merchant Content, but grants Rafl a worldwide, non-exclusive, royalty-free license during the Term to use, reproduce, adapt, modify, display, host, and distribute Merchant Content as reasonably necessary to provide the Services, operate Campaigns, promote Merchant’s use of the Services, and fulfill Rafl’s obligations under this Agreement.

Merchant represents and warrants that Merchant has all rights necessary to provide Merchant Content and that Merchant Content does not infringe, misappropriate, or violate any third-party rights or applicable law.

13. Rafl Intellectual Property

Rafl and its licensors own all right, title, and interest in and to the Services, including all software, code, technology, templates, interfaces, workflows, analytics models, reports, content, designs, trademarks, and Documentation, and all improvements, modifications, and derivative works thereof.

Except for the limited rights expressly granted under this Agreement, no rights are granted to Merchant. Merchant shall not:

copy, reproduce, distribute, or publicly display the Services except as permitted herein;
reverse engineer, decompile, disassemble, or attempt to derive source code;
modify, adapt, or create derivative works of the Services;
remove proprietary notices;
sell, resell, sublicense, or commercially exploit the Services except as expressly permitted; or
use the Services to build a competing product.

14. Feedback

If Merchant provides suggestions, comments, improvement ideas, or other feedback regarding the Services, Rafl may use that feedback without restriction or obligation, and Merchant hereby grants Rafl a perpetual, irrevocable, worldwide, royalty-free right to use and exploit such feedback.

15. Fees, Billing, and Payment

Merchant shall pay all fees specified in the applicable Order Form, pricing page, plan selection, or billing interface.

Unless otherwise stated:

fees are stated and payable in U.S. dollars;
subscription fees are billed in advance on a recurring basis;
usage-based, payout-related, or service-based fees may be billed as incurred;
all fees are non-cancelable and non-refundable except as required by law or expressly stated by Rafl;
Merchant authorizes Rafl and its payment providers or platform billing providers to charge the applicable payment method;
late or failed payments may result in suspension or termination; and
Merchant is responsible for all applicable taxes, duties, levies, and governmental charges, excluding taxes based solely on Rafl’s net income.

If Rafl is billed through Shopify’s billing system, Merchant agrees to Shopify-managed app charges as presented during installation or plan changes.

16. Renewals, Changes, and Cancellation

Subscriptions automatically renew unless canceled before the next renewal date.

Merchant may cancel through the applicable platform billing workflow, Merchant’s account settings, or another method approved by Rafl. Cancellation will generally take effect at the end of the current billing period unless otherwise stated.

Rafl may change pricing, plans, packaging, usage limits, or features upon prior notice. Continued use after the effective date of a pricing change constitutes acceptance of the new pricing.

17. Trial Plans, Beta Features, and Pilots

Free trials, beta plans, pilot programs, launch discounts, and special pricing are temporary and may be modified or discontinued at any time.

Beta or pilot features are provided “as is” and may be incomplete, unstable, or subject to change. Rafl has no obligation to continue supporting beta or pilot features or to include them in paid plans.

18. Availability and Support

Rafl will use commercially reasonable efforts to make the Services available, but Rafl does not guarantee uninterrupted or error-free availability.

Any support, onboarding, response times, implementation help, or success management provided by Rafl will be as described in Merchant’s plan, Order Form, or Documentation. Unless otherwise agreed in writing, no service-level agreement is provided.

19. Third-Party Services

The Services may depend on or interoperate with third-party services, including Shopify, ESPs, ad platforms, payment providers, tax verification tools, analytics vendors, hosting providers, and affiliate platforms.

Rafl is not responsible for third-party services or for any unavailability, failure, pricing change, API limitation, policy change, or action by a third party that affects the Services.

Merchant is solely responsible for complying with third-party terms applicable to Merchant’s use of those services.

20. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

The receiving party shall:

use the disclosing party’s Confidential Information only as necessary to perform under this Agreement;
protect it using reasonable safeguards; and
not disclose it to any third party except to employees, contractors, advisors, and service providers with a need to know and who are bound by confidentiality obligations.

Confidential Information does not include information that:

is or becomes public without breach of this Agreement;
was already known to the receiving party without confidentiality obligation;
is independently developed without use of the disclosing party’s Confidential Information; or
is lawfully received from a third party without restriction.

A party may disclose Confidential Information where required by law, subpoena, or court order, provided it gives notice where legally permitted.

21. Representations and Warranties

Each party represents and warrants that:

it has the power and authority to enter into this Agreement; and
its execution and performance of this Agreement will not violate any other agreement binding on it.

Merchant further represents and warrants that:

Merchant’s Campaigns, products, offers, content, and promotions will comply with law;
Merchant has all rights necessary to provide Customer Data and Merchant Content;
Merchant will not use the Services for unlawful, deceptive, infringing, harmful, or fraudulent purposes; and
Merchant will not rely on Rafl as legal counsel.

22. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RAFL DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

RAFL DOES NOT WARRANT THAT:

THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE;
ANY CAMPAIGN WILL BE LEGALLY SUFFICIENT OR COMPLIANT FOR MERCHANT’S PARTICULAR USE CASE;
ANY PROMOTION WILL DELIVER ANY PARTICULAR RESULTS;
ANY REPORTING OR ANALYTICS WILL BE COMPLETE OR ERROR-FREE; OR
ANY DEFECTS WILL BE CORRECTED.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RAFL AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RAFL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF:

THE TOTAL AMOUNT PAID BY MERCHANT TO RAFL UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
ONE HUNDRED U.S. DOLLARS (US $100).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

24. Indemnification by Merchant

Merchant shall defend, indemnify, and hold harmless Rafl and its Affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and service providers, from and against any and all claims, actions, proceedings, liabilities, damages, losses, judgments, fines, penalties, settlements, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

Merchant’s Campaigns or promotions;
Merchant’s products, offers, or services;
Merchant Content or Customer Data;
Merchant’s use of the Services;
Merchant’s breach of this Agreement;
Merchant’s violation of law or third-party rights; or
any dispute between Merchant and any entrant, customer, winner, regulator, platform, or third party.

Rafl may assume exclusive control of the defense of any indemnified claim, at Merchant’s expense, and Merchant shall cooperate as reasonably requested.

25. Term and Termination

This Agreement begins on the date Merchant first accepts it or uses the Services and continues until terminated.

Either party may terminate this Agreement if the other party materially breaches it and fails to cure the breach within thirty (30) days after written notice, except that Rafl may suspend or terminate immediately for fraud, abuse, unlawful conduct, or nonpayment.

Rafl may also terminate or suspend this Agreement immediately if:

required by law or a platform provider;
Merchant’s use creates material legal, operational, or reputational risk; or
Rafl discontinues the Services.

Upon termination:

Merchant’s access rights cease;
Merchant must stop using the Services;
accrued payment obligations survive;
Rafl may delete or deactivate Merchant account data after a reasonable retention period, except as required for legal, tax, fraud-prevention, audit, or backup purposes; and
any sections that by their nature should survive will survive.

26. Data Return and Deletion

During an active subscription and for a reasonable period following termination, Rafl may allow Merchant to export certain Merchant data if such functionality is available.

Rafl has no obligation to maintain Merchant data after the applicable retention or grace period, except as required by law or for legitimate business purposes such as fraud prevention, dispute resolution, tax compliance, backup, security, or enforcement.

27. Publicity

Unless Merchant opts out in writing, Rafl may identify Merchant by name and logo on Rafl’s website, partner materials, investor materials, and sales collateral as a customer of Rafl.

Rafl will not disclose non-public performance metrics or confidential commercial terms without Merchant’s consent.

28. Force Majeure

Rafl shall not be liable for any delay or failure resulting from causes beyond its reasonable control, including acts of God, natural disasters, utility failures, labor disputes, internet outages, cyberattacks, platform outages, war, terrorism, civil unrest, pandemics, governmental actions, or vendor failures.

29. Governing Law

This Agreement is governed by the laws of the State of [Insert Governing State], without regard to conflict-of-law principles.

30. Dispute Resolution; Class Action Waiver

To the maximum extent permitted by law, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved solely on an individual basis.

Merchant waives any right to participate in a class action, collective action, private attorney general action, or representative proceeding.

Unless otherwise specified in an Order Form, all disputes shall be brought exclusively in the state or federal courts located in [Insert County, State], and each party consents to the jurisdiction and venue of those courts.

If you want this converted into a mandatory arbitration clause, that can be done, but it should be tailored carefully with counsel.

31. Assignment

Merchant may not assign or transfer this Agreement without Rafl’s prior written consent. Rafl may assign this Agreement without restriction, including in connection with a merger, acquisition, financing, restructuring, or sale of assets.

32. Independent Contractors

The parties are independent contractors. This Agreement does not create any partnership, franchise, joint venture, agency, fiduciary, employment, or similar relationship between the parties.

33. Notices

Legal notices to Rafl must be sent to:

Rafl.ai
Boggs Holdings LLC
4411 Putting Green Drive, Corona, CA 92883
winning@rafl.ai

Rafl may provide notices to Merchant through the app, dashboard, email, platform billing interface, or the contact information associated with Merchant’s account.

34. Entire Agreement

This Agreement, together with any applicable Order Form, DPA, Privacy Policy, website Terms, and any incorporated Documentation or plan terms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications on that subject.

In the event of conflict, the following order of precedence applies:

signed Order Form or amendment;
DPA, if applicable, for privacy issues only;
this Agreement;
plan or pricing page terms;
Documentation.

35. Amendments

Rafl may modify this Agreement from time to time by posting an updated version and updating the “Last Updated” date. Unless otherwise stated, changes become effective on posting.

If a change materially adversely affects Merchant’s rights or obligations, Rafl will use reasonable efforts to provide notice. Merchant’s continued use of the Services after the effective date constitutes acceptance of the updated Agreement.

36. Severability and Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

No waiver of any provision shall be effective unless in writing. Failure to enforce any provision is not a waiver of future enforcement.

37. Contact

Questions about this Agreement may be directed to:

Rafl.ai
Boggs Holdings LLC
4411 Putting Green Drive, Corona, CA 92883
toby@rafl.ai