Terms and Conditions of Sale – Scale Ova

1. Purpose

These Terms and Conditions of Sale (hereinafter the “TCS”) set out the conditions for taking out and using the paid offers of the Scale Ova service. Scale Ova is published by SAS MV GROUP, a simplified joint-stock company (société par actions simplifiée) with share capital of 10 euros, registered with the Sens Trade and Companies Register under SIRET number 991 674 805 00015, whose registered office is at 5b rue des Alouettes, 89100 Soucy, France. The service is available at https://scale-ova.ai. Scale Ova is a Shopify theme generator assisted by artificial intelligence (Ova). Its paid offers are reserved for professionals (hereinafter the “Customer”): by subscribing, the Customer declares that they are acting for professional purposes, including to prepare the launch of their business.

2. Paid Offers

Scale Ova offers three types of paid offers:

• Subscriptions, monthly or annual: they allow themes to be published on a number of Shopify stores that depends on the chosen plan, and include a budget for using the Ova AI assistant. The Pro plan covers an unlimited number of stores. The AI budget is renewed every month and is not carried over from one month to the next.
• Lifetime licences: for a one-off payment, they keep the theme published on a specific store online, with no time limit. Unless otherwise stated at the time of purchase, they do not include the use of the Ova AI assistant, which requires a monthly AI add-on, a subscription or credits.
• AI credits: purchased with a one-off payment, they are added to the Customer's AI budget and are consumed by the use of the Ova AI assistant.

The content, limits and price of each offer are presented to the Customer before any payment. This information is authoritative for the order concerned.

3. Free Trial

Each new user has a trial budget allowing them to try store generation with the Ova AI assistant free of charge. Access to this trial requires a payment method to be registered, with no charge at that stage. Publishing a theme to a Shopify store requires a paid offer.

The trial budget cannot be accumulated, transferred or converted into monetary value. The Publisher reserves the right to change its amount at any time.

4. Licence of Use

The themes generated through Scale Ova (Liquid code, CSS, structure and layout) remain the exclusive property of SAS MV GROUP. The Customer is granted a non-exclusive licence of use allowing them to use these themes on the Shopify stores they manage, their own as well as those of their own clients, within the number of stores provided for by their offer. This licence is valid for the duration of the active subscription, or with no time limit for the store covered by a lifetime licence. It is forbidden to resell or redistribute these themes outside the stores covered by an offer, whether free of charge or for a fee.

The Customer may build and manage stores on behalf of their own clients. The licence for these stores remains attached to the Customer's offer, and the Customer remains its sole holder and the only party liable for payment: their clients have no account to open and nothing to pay to Scale Ova. When the ownership of a Shopify store changes, for example when it is transferred to the end client, the licence is kept and the theme keeps working, as long as the Scale Ova app remains installed on the store. The Customer may keep managing the store with collaborator access.

The lifetime licence is attached to the Shopify store it covers and follows it if the store changes owner. It includes theme updates, with no time limit. It may include a starting AI credit for the Ova AI assistant, the amount of which is stated at the time of purchase. This credit does not renew: the Customer can top it up, or subscribe to an AI subscription that adds a monthly budget.

5. Term, Change of Offer and Cancellation

Subscriptions are taken out for a term of one month or one year, depending on the chosen plan, tacitly renewed on each billing date for the same term. Moving to a higher plan takes effect immediately: the price difference is invoiced pro rata on the day of the change, and a new period begins. Moving to a lower plan takes effect at the end of the current period.

The Customer may cancel their subscription at any time from their personal account. Cancellation takes effect at the end of the current, already paid period. For an annual subscription, it therefore takes effect at the end of the year already paid. No pro rata refund is made for the period already started, unless the law provides otherwise. Before cancellation, the Publisher may offer the Customer other options, such as a temporary pause, a discount or a reduced offer. Their conditions are presented at the time they are offered.

At the end of the subscription, the stores it covered are blocked, except those covered by a lifetime licence: the Scale Ova theme published on them no longer allows visitors to place orders. Access to the Ova AI assistant ends. The Customer's themes and data remain stored under the conditions set out in the Privacy Policy, and a new subscription unblocks the stores. Unused AI credits are kept for a period stated to the Customer at the time of cancellation, then lost.

If the Publisher ceases its activity, the licence system is removed: the stores covered at that date by an active subscription or a lifetime licence remain open and fully functional, with no time limit.

The Publisher may modify these Terms and Conditions of Sale. A modification that restricts the Customer's rights or increases their obligations is announced to them by email at least 30 days before it takes effect. If they refuse it, they may cancel their subscription before that date. Other modifications apply as soon as they are published on the website.

6. Prices and Payment

Prices are stated in euros, including all taxes. The applicable price is the one displayed at the time of the order. Payment is made securely through Stripe, by bank card or any other method offered at checkout. Subscriptions are charged automatically on each billing date to the registered payment method. The Customer may also pay for an offer in one click with the payment method already registered: this click constitutes an order and an authorisation to charge. Invoices are available in the customer area.

If a payment fails, the Customer is notified by email and new collection attempts are made. If payment fails repeatedly, the subscription is cancelled immediately and the stores it covered are blocked under the conditions of Article 5.

As long as a subscription remains active, its price never increases, except at the end of a temporary discount whose duration was announced at subscription. Any change in prices only applies to new subscriptions.

7. Promotional Codes and Affiliate Programme

The Publisher may offer discounts, launch prices and promotional codes. Their conditions (amount, duration, eligible offers) are presented at the time of subscription. Unless otherwise stated, they cannot be combined or exchanged for their cash value. Activation codes purchased from a partner reseller give access to the offer described by that reseller at the time of purchase.

Scale Ova runs an affiliate programme allowing eligible users to earn commissions on subscriptions taken out through their referral link. The terms of the affiliate programme are defined separately and may be modified at any time by the Publisher.

8. Intellectual Property

Scale Ova, its source code, its algorithms, the Ova AI assistant, the base themes, templates and mock-ups, as well as the generated themes (Liquid code, CSS, structure and layout), remain the exclusive property of SAS MV GROUP and are protected by copyright and intellectual property law. The Customer uses them under the licence of use set out in article 4. Any unauthorised reproduction, modification, distribution or use is prohibited and constitutes an infringement.

The texts and visuals generated for the Customer's brand or for their clients' brands (store texts, product pages, images, logos) belong to the Customer. The Publisher claims no rights over this content and assigns it to the Customer to the fullest extent permitted by law. The Customer may use it freely, including after the end of their offer, and may assign it to their own clients.

The Publisher uses conversations with the Ova AI assistant and generated content to analyse, adjust, improve and train this assistant. This use remains internal: this content is never published, shown or provided to other users, and the texts, visuals and layouts of a store are never reused for another.

9. Right of Withdrawal

Scale Ova's paid offers are reserved for professionals. The right of withdrawal provided for by the French Consumer Code, which only benefits consumers, therefore does not apply to orders placed on Scale Ova.

10. Liability

The Publisher cannot be held liable for technical problems related to Shopify, Stripe, third-party applications or the Customer's environment. No guarantee is given as to the compatibility of the generated themes with all existing Shopify applications. AI-generated content is provided as an aid, and the Customer remains solely responsible for its use and for its compliance with applicable regulations.

11. Force Majeure

The Publisher cannot be held liable for the total or partial non-performance of its obligations if such non-performance is due to a case of force majeure within the meaning of Article 1218 of the French Civil Code, including in particular: natural disasters, infrastructure failures, cyberattacks, government decisions, pandemics, or any unforeseeable and irresistible circumstance beyond the Publisher's control.

12. Applicable Law and Jurisdiction

These TCS are governed by French law. Any dispute relating to their interpretation or performance will be brought before the competent courts of Sens (89), subject to the mandatory provisions applicable to consumers residing in another Member State of the European Union.

13. Contact

For any question or complaint, the Customer may contact the Publisher:

Email: contact@scale-ova.ai. Website: https://scale-ova.ai. SAS MV GROUP, 5b rue des Alouettes, 89100 Soucy, France