Terms of Service

Welcome to Sheba. These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Shaiban Technology LLC (شيبان التقنية المحدودة), a company incorporated under the laws of Yemen, operating under the brand name Sheba (“Sheba,” “we,” “us,” or “our”).

By accessing or using any of Sheba's websites, platforms, software, or services — including shaiban.co, ChatSheba, Social Sheba, our Custom AI Systems, and our Consulting services — you confirm that you have read, understood, and agree to be bound by these Terms in their entirety.

If you are entering into this agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, you must not access or use any Sheba service.

2.1 “Platform” — any web application, SaaS product, API, dashboard, tool, or interface made available by Sheba, including shaiban.co and all sub-domains.

2.2 “Services” — all products and services provided by Sheba, including ChatSheba, Social Sheba, Custom AI Systems, Consulting, and any other offerings described on the Platform.

2.3 “Client” — the business entity or individual that has entered into an agreement with Sheba for access to or use of the Services.

2.4 “Authorized User”— an individual employee, contractor, or representative of the Client authorized to access the Services on the Client's behalf.

2.5 “End-User”— a third-party individual (typically the Client's own customer) who interacts with a Sheba-powered interface (such as ChatSheba) deployed by the Client. End-Users are not direct parties to this agreement.

2.6 “Content” — all text, images, audio, video, data, documents, and other information uploaded, created, or transmitted through the Platform by the Client or its Authorized Users.

2.7 “Subscription” — a recurring paid plan for access to ChatSheba, Social Sheba, or other SaaS offerings, billed monthly or annually.

2.8 “Statement of Work” or “SOW” — a separately executed document describing the scope, deliverables, timeline, and fees for a project-based engagement.

2.9 “AI Output” — any text, content, recommendation, decision, or other output generated by an AI model or agentic system as part of the Services.

2.10 “Confidential Information” — any non-public information disclosed by one party to the other in connection with these Terms.

2.11 “Sub-Processor” — any third party engaged by Sheba to process personal data in the course of providing the Services.

3.1 shaiban.co — Company Website: Sheba's public marketing website. Visitors may submit inquiries and access public resources.

3.2 ChatSheba — AI-Powered CRM: B2B SaaS platform enabling enterprise clients to automate customer conversations using AI across WhatsApp and web. Dialect-aware Arabic NLU, 15-second average response time, human escalation workflows, CRM integration. Sheba's contract is with the enterprise Client — not with End-Users. The Client is solely responsible for its deployment to and relationship with its own End-Users.

3.3 Social Sheba — AI Marketing Assistant: AI platform generating brand-aware content, social media strategies, and creative assets in English and Arabic. Available on subscription or project basis.

3.4 Custom AI Systems: bespoke AI solutions including agentic AI systems, intelligent document processing, predictive analytics, and ERP integrations (SAP, Oracle, Salesforce, custom systems). Governed by individually executed SOWs. May be deployed on sovereign cloud, on-premise, or hybrid infrastructure.

4.1 Services are intended for businesses and adult professionals. By using the Services you represent: (a) you are at least 18 years old; (b) you have full legal authority to enter binding contracts; (c) if acting on behalf of a business entity, you have authority to bind that entity.

5.1 To access certain Services, create an account with accurate, complete, and current information. Keep your information updated at all times.

5.2 You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Notify Sheba immediately at legal@shaiban.space if you suspect unauthorized access.

5.3 You may not share, transfer, sell, or assign your account to any third party without Sheba's prior written consent.

6.1 Subscription Plans: ChatSheba and Social Sheba are available under subscription plans as described on the Platform. Plan details, features, and pricing are as published at the time of subscription and may be updated prospectively with notice.

6.2 Billing and Payment: Subscriptions are billed in advance for the selected billing cycle (monthly or annual). Payment is due at the start of each billing cycle. Fees are stated in Saudi Riyals (SAR) or US Dollars (USD) as specified on the Order Form or subscription page.

6.3 Auto-Renewal: Subscriptions renew automatically at the end of each billing cycle at the then-current rate unless the Client provides written notice of cancellation at least 30 days before the renewal date.

7.1 Statement of Work: Each Custom AI or Consulting engagement is governed by a separately executed SOW specifying: scope; deliverables and acceptance criteria; timeline and milestones; fees and payment schedule; and any special terms applicable to the engagement.

7.2 Milestone Review and Acceptance: Deliverables are presented at agreed milestones. The Client has 10 business days to accept or provide written notice of specific deficiencies. If no written notice is received within that period, the deliverable is deemed accepted.

8.1 Payment Terms: All fees are due as specified in the Order Form, SOW, or subscription plan. Project invoices are due within 14 days of the invoice date unless otherwise agreed in writing.

8.2 Late Payment: If payment is not received by the due date, Sheba may: (a) charge a late fee of 1.5% per month on the outstanding balance; (b) suspend access to the Services; and/or (c) terminate the agreement after 30 days of non-payment with written notice.

8.3 Refund Policy — Subscriptions: All subscription fees are non-refundable except where required by applicable law. Cancellation before the end of a billing cycle: access is retained until the end of the paid period; no partial-period refunds are issued.

8.4 Refund Policy — Project-Based: Fees for delivered and accepted milestones are non-refundable. If Sheba fails to deliver an agreed milestone without cure within 30 days of written notice, the Client may terminate the affected SOW and receive a prorated refund for undelivered work.

9.1 You are responsible for all activity conducted through your account and for ensuring that all Authorized Users comply with these Terms.

9.2 Data Rights: You represent and warrant that you have all necessary rights, permissions, and consents to provide any data, content, or materials to Sheba for processing. You must not provide data for which you do not have a legal right to share.

9.3 End-User Compliance: Where you deploy ChatSheba or any Sheba-powered interface to your End-Users, you are solely responsible for: (a) providing End-Users with all required privacy notices; (b) obtaining all required consents for data collection and AI-assisted processing; (c) ensuring your use complies with applicable law in your jurisdiction and End-Users' jurisdictions.

9.4 Lawful Use: Do not use the Services in violation of applicable law, including consumer protection, data protection, anti-discrimination, intellectual property, and electronic communications laws.

10.1 Sheba's IP: Sheba retains all right, title, and interest in: the Platform; all software, algorithms, model architectures, and AI systems underlying the Services; Sheba's proprietary methodology, frameworks, and consulting approaches; all documentation and content produced by Sheba; and any improvements or derivative works of the foregoing. These Terms grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes.

10.2 Client's IP: The Client retains all right, title, and interest in its data, content, and materials; brand assets and trademarks; and confidential business information. The Client grants Sheba a limited license to use Client's data and content solely to the extent necessary to provide the agreed Services.

10.3 Custom AI Work Product: Specific deliverables described in the SOW transfer to the Client upon receipt of full payment. Sheba retains ownership of general-purpose components, frameworks, or pre-existing technology embedded within the deliverable, and is granted a perpetual, royalty-free license to use such components in other projects.

11.1 AI Output Accuracy: AI Outputs are produced by probabilistic models and are not guaranteed to be accurate, complete, current, or free from error. AI Outputs may contain inaccuracies, hallucinations, or content requiring human review.

11.2 No Professional Advice: AI Outputs do not constitute legal, financial, medical, regulatory, or any other professional advice. Seek qualified professional advice before making decisions based on AI Outputs in regulated domains.

11.3 Human Review Obligation: You are solely responsible for reviewing, validating, and approving any AI Output before acting on it, particularly in high-stakes contexts including finance, compliance, healthcare, legal affairs, and government operations.

11.4 Agentic AI Systems: Where Services include agentic AI systems capable of taking autonomous actions, you are responsible for configuring appropriate human oversight checkpoints. Sheba is not liable for loss or damage arising from autonomous AI agent actions taken without the human oversight contemplated by the agreed system design.

11.5 Arabic Dialect Accuracy: ChatSheba supports Gulf, Egyptian, and Levantine dialects. Sheba does not guarantee 100% accuracy across all regional variations or domain-specific vocabulary. Dialect support is provided on a best-effort basis.

12.1 Each party agrees to keep the other party's Confidential Information strictly confidential and not disclose it to third parties (other than Sub-Processors bound by equivalent obligations) without prior written consent.

12.2 Sheba commits: (a) will not use Client data to train AI models or improve Sheba's products without explicit prior written consent; (b) will not share Client data beyond necessary Sub-Processors; (c) will require all Sub-Processors to maintain confidentiality no less restrictive than set out here.

12.3 Confidentiality obligations survive termination for 5 years, except for trade secrets, which remain confidential indefinitely.

13.1 Privacy Policy: The collection, use, and processing of personal data is governed by Sheba's Privacy Policy, available at shaiban.co/privacy, which is incorporated into these Terms by reference.

13.2 Processor Role: For ChatSheba, Social Sheba, Custom AI Systems, and Consulting, Sheba acts as a Data Processor on behalf of the Client (as Data Controller). The Client is responsible for its own compliance with applicable data protection law with respect to End-Users.

14.1 WhatsApp Business API: ChatSheba integrates with Meta Platforms' WhatsApp Business API. Your use of ChatSheba is subject to Meta's WhatsApp Business Terms. Sheba is not responsible for Meta's actions, downtime, or policy changes.

14.2 ERP and CRM Integrations: Where Custom AI Systems integrate with SAP, Oracle, Salesforce, or custom ERPs, the Client is responsible for obtaining and maintaining all necessary permissions and licenses from those providers.

14.3 AI Model Providers: Sheba uses third-party AI foundation model providers (including but not limited to OpenAI and Anthropic). These providers have their own usage policies. Sheba is not responsible for limitations or changes imposed by AI model providers.

15.1 As-Is Availability: Services are provided “as is” and “as available.” Sheba strives for high availability but does not guarantee uninterrupted access.

15.2 Target Uptime: For SaaS products (ChatSheba, Social Sheba), Sheba targets 99% monthly uptime, excluding scheduled maintenance and circumstances beyond Sheba's reasonable control.

15.3 Planned Maintenance: Sheba will endeavor to provide at least 48 hours' advance notice of planned maintenance that may result in service interruption.

You must not use the Services to:

• Violate any applicable law, regulation, or legal obligation.
• Generate, distribute, or facilitate disinformation, propaganda, or misleading content.
• Process personal data of individuals without a valid legal basis.
• Engage in unlawful discrimination based on race, ethnicity, religion, gender, disability, or any other protected characteristic.
• Reverse-engineer, decompile, disassemble, or attempt to extract source code or proprietary methodology from the Services.
• Resell, sublicense, or make the Services available to third parties without Sheba's prior written consent.
• Upload or transmit viruses, malware, or any other malicious code.
• Conduct automated data collection, data mining, or bulk data extraction from the Platform without authorization.
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
• Use the Services in any manner that interferes with or disrupts the integrity or performance of the Platform.

17.1 Sheba's Limited Warranty: Sheba warrants that it will provide the Services with reasonable skill and care, and that the Services will perform materially as described in applicable documentation during the term of the agreement.

17.2 Disclaimer: EXCEPT AS EXPRESSLY STATED IN SECTION 17.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SHEBA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

18.1 Liability Cap: Sheba's total aggregate liability for all claims shall not exceed the total fees paid by the Client to Sheba in the twelve (12) months immediately preceding the event giving rise to the claim.

18.2 Exclusion of Consequential Damages: IN NO EVENT SHALL SHEBA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.1 Client Indemnification: The Client agrees to indemnify, defend, and hold harmless Sheba and its officers, directors, employees, agents, and sub-processors from third-party claims arising out of: (a) Client's use of Services in violation of these Terms; (b) breach of any representation, warranty, or obligation; (c) deployment of any Sheba-powered interface to End-Users, including End-User claims; (d) failure to comply with applicable data protection law regarding End-Users; (e) Client-provided content or data that infringes a third party's intellectual property rights.

20.1 Term: These Terms commence on the date you first access or use the Services and remain in effect until terminated in accordance with these provisions.

20.2 Cancellation by Client — Subscriptions: Cancel a subscription at any time with at least 30 days' written notice. Cancellation takes effect at the end of the then-current billing cycle. Fees already paid are non-refundable.

20.3 Termination — Project-Based Engagements: Per the applicable SOW. In the absence of specific provisions, either party may terminate on 30 days' written notice; fees for work completed up to termination are due and payable.

20.4 Termination for Cause by Sheba: Sheba may terminate immediately on written notice if: (a) you breach any material provision and fail to cure within 14 days of written notice; (b) you fail to make payment and do not cure within 30 days of written notice; (c) you engage in Prohibited Uses under Section 16; (d) continued provision would violate applicable law.

21.1 These Terms are governed by the laws of the Kingdom of Saudi Arabia, without regard to conflict of law principles.

21.2 Good-Faith Negotiation: For any dispute, claim, or controversy arising out of these Terms, the parties first attempt resolution through good-faith negotiation. Either party initiates by sending written notice describing the dispute. The parties have 30 days to attempt resolution from the date of that notice.

21.3 Arbitration or Courts: If not resolved through negotiation, the dispute shall be submitted to the competent courts of the Kingdom of Saudi Arabia, or — if both parties agree in writing — to binding arbitration under mutually agreed rules.

22.1 Sheba may update these Terms. For material changes, Sheba will: update the “Last Updated” date; post revised Terms at shaiban.co/terms; and provide notice via email or site banner at least 14 days before changes take effect.