Terms of Service

1. Agreement structure

These Terms are the master agreement between you and Azly. Individual products are covered by reference through the Product Schedule (Annex A). Where a marketplace through which you obtained a product imposes its own terms on that transaction, those marketplace terms govern the marketplace relationship (billing, distribution, and platform rules), and these Terms govern the product itself and our relationship with you as its developer. Where the two conflict on a point that cannot be reconciled, the marketplace terms prevail for that transaction.

2. Definitions

• Module: a software extension built by Azly for a platform (GoHighLevel, HubSpot, monday.com, Pipedrive, or Shopify) and distributed through that platform's marketplace.
• Platform: a third-party software service on which a Module runs, including its APIs, marketplace, and terms of service.
• Services: custom development, integration, and consulting work performed by Azly under an individual statement of work ("SOW").
• Direct Product: any product subscribed to directly with Azly rather than through a marketplace.
• You: the person or entity that installs a Module, subscribes to a Direct Product, or engages Services.

3. Marketplace modules

Modules are licensed, not sold. Your right to use a Module is the non-exclusive, non-transferable license set out in our Module License (EULA), which forms part of these Terms. All Modules currently offered by Azly are listed in the Product Schedule (Annex A), which we update as Modules are released or retired. Installing a Module from a marketplace also binds you to that platform's developer and app terms.

4. Custom development services

Services are performed under an individual SOW signed or otherwise accepted by both parties. Each SOW states its scope, deliverables, milestones, price, and acceptance criteria. If a SOW conflicts with these Terms, the SOW prevails for its subject matter. Unless a SOW states otherwise, acceptance occurs fourteen days after delivery of a milestone if no written objection has been received.

5. Direct products

Direct Products are subscribed on the billing terms stated at signup and in our Refund and Cancellation Policy. Direct Product subscriptions renew automatically until cancelled.

6. Fees, billing, and taxes

Marketplace Modules are billed by the relevant marketplace under its billing system (for example, GoHighLevel marketplace billing processed through Stripe, or Shopify app charges through Shopify's Billing API). We do not store your payment card details in any case. Fees are exclusive of taxes unless stated otherwise; you are responsible for any VAT, sales tax, or withholding applicable to you. Where Kenyan VAT applies to a direct subscription or Service, it is added at the statutory rate, and invoices are issued through the KRA eTIMS system.

7. Acceptable use

You agree not to:

• reverse engineer a Module except as permitted by applicable law;
• resell, sublicense, or redistribute a Module outside the platform's own reseller mechanisms;
• use a Module to send unsolicited messages or to violate any platform's acceptable use policy;
• use a Module to process personal data without a lawful basis under applicable data protection law.

8. Intellectual property

Azly retains all rights in and to its software, including Modules, Direct Products, and pre-existing tools used in Services. You retain all rights in your data and, on full payment, in deliverables expressly assigned to you by a SOW. Platform names and trademarks belong to their respective owners; nothing in these Terms grants you rights in them.

9. Warranties and availability

We warrant that Modules will substantially conform to their marketplace listing under normal use, and we will fix reported defects at no charge within a reasonable period. Modules depend on Platform APIs, gateway APIs, and messaging provider APIs; we do not warrant uninterrupted operation where an upstream provider changes, rate-limits, or fails. Except as stated, products and services are provided "as is" and "as available".

10. Limitation of liability

To the maximum extent permitted by law, Azly's total liability arising out of or related to a product or SOW is limited to the greater of (a) the fees you paid to Azly for that product or SOW in the twelve months before the claim, or (b) one hundred United States dollars. Neither party is liable for indirect, incidental, special, or consequential damages, or for lost profits or revenue. Nothing in these Terms limits liability for death, personal injury, fraud, or any liability that cannot lawfully be limited.

11. Indemnity

You will indemnify Azly against third-party claims arising from your use of a product in breach of these Terms, of applicable law, or of a platform's terms. Azly will indemnify you against third-party claims that an unmodified Module infringes intellectual property rights, by procuring a right to use it, replacing it, or refunding the most recent charge.

12. Term and termination

These Terms apply while you use any product or service. You may stop using a Module at any time by uninstalling it and cancelling its marketplace subscription; Modules may also be suspended or removed where a marketplace or platform requires it, or where fees are unpaid. Sections 8 to 15 survive termination. For Direct Products and Services, termination rights are as stated in the subscription terms or SOW.

13. Changes

We may update these Terms (including the Product Schedule) to reflect new products or changes in law. The current version is always published at this address with its last-updated date. Material changes to existing subscriptions are announced to affected customers at least thirty days in advance by email or in-product notice.

14. Governing law

These Terms are governed by the laws of the Republic of Kenya. The courts of Kenya have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or confidential information.

15. Contact

Questions about these Terms: hello@azly.io.

Annex A: Product Schedule

All Modules offered by Azly are listed below. Adding a product means adding a row to this schedule; it does not create a separate policy. "Live" modules link to their marketplace listing. Each Module is licensed under the Module License together with any module-specific clause noted in the final column.

Products and services outside the schedule

Custom development Services are governed by these Terms together with an individual statement of work.