TERMS OF SERVICE
Welcome to Commslayer. Excellent choice.
Commslayer is an AI-powered Shopify helpdesk and automation platform that enables automated and AI-assisted customer communication, order management, and workflow optimisation for merchants operating on the Shopify Platform. The Service connects directly with the Customer’s Shopify store through secure API authorisation and may generate, process, or analyse text, data, or other content using algorithmic and machine-learning functionality. It may also include related applications, integrations, and add-ons (collectively, the “Service”). The Service is provided by Actuals Oy (Business ID 3369432-8), a company incorporated and existing under the laws of Finland (“Company”, “we”, “us”, or “our”).
These Terms of Service (these “Terms”) together with any applicable order form, online subscription, or other written document (each, an “Order Form”) executed between the Company and the subscriber, ordering party, or authorised user of the Service (“Customer” or “you”) form a legally binding agreement between the Company and the Customer (the “Agreement”).
To access and use the Service, you must hold an active Shopify merchant account in good standing and authorise the Service through the Shopify App Store installation and permissions process. Use of the Shopify Platform is governed separately by Shopify Inc.’s own terms and policies, and the Company is neither affiliated with nor endorsed by Shopify.
If you enter into the Agreement as an individual, you must be at least eighteen (18) years old and have full legal capacity to be bound by the Agreement. If you act on behalf of a company, organisation, or other legal entity, “you” or “Customer” includes that entity, and you represent and warrant that you have the authority to bind it to the Agreement.
By installing the Service from the Shopify App Store, creating an account, signing an Order Form, selecting a subscription plan, or otherwise accessing or using the Service, you agree to be bound by the Agreement. You acknowledge that electronic acceptance of these Terms has the same legal effect as a written signature and satisfies the written-form requirement under applicable law.
The Agreement governs all access to and use of the Service by you and by any person acting on your behalf. In the event of a conflict between these Terms and an Order Form, the Order Form prevails for the matters it covers.
If you do not have the legal capacity or authority to enter into the Agreement, or if you do not agree with these Terms, you must not access or use the Service.
1.
DEFINITIONS AND INTERPRETATION
1.1 Definitions
In these Terms, capitalised terms have the meanings defined below. In addition, any capitalised term defined elsewhere in these Terms has the meaning assigned to it in that specific section.
“Account” means the Customer’s administrative account within the Service created and managed through Shopify App authorisation, including any sub-accounts used by authorised users.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Business Day” means a day other than Saturday, Sunday, or an official public holiday in Finland.
“Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business, technical, financial, and product information, system architecture, algorithms, trade secrets, pricing, and Customer Data. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public through no breach of this Agreement; (b) was lawfully known to the Receiving Party without confidentiality obligation before disclosure; (c) is independently developed by the Receiving Party without any use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without confidentiality obligation.
“Customer Data” means all data, prompts, content, and materials submitted to, stored in, or transmitted through the Service by or on behalf of the Customer, including data imported or accessed from the Shopify Platform under the Customer’s authorisation.
“Customer Systems” means the networks, devices, browsers, operating systems, and other infrastructure used by the Customer to access or interoperate with the Service.
“Documentation” means the user manuals, knowledge-base articles, feature descriptions, and other official materials provided or made available by the Company describing the Service and its functionalities.
“Exportable Data” means Customer Data and any derived outputs or metadata or other data directly or indirectly generated, or cogenerated, by your use of the Service, that can be exported from the Service without disclosing the Company’s or third party’s trade secrets or compromising security.
“Fees” means all recurring, usage-based, and one-time charges, payments, and other amounts payable for the Service under this Agreement, including any applicable taxes or public charges other than taxes based on the Company’s income. Unless otherwise agreed in writing, all Fees are charged and collected through the Shopify billing system on the Company’s behalf.
“Feedback” means any ideas, comments, suggestions, or other input regarding the improvement, enhancement, or functionality of the Service voluntarily provided by the Customer or its users. All Feedback shall be deemed the Company’s Confidential Information.
“Force Majeure Event” means an event beyond a Party’s reasonable control that could not be prevented by reasonable measures, including, without limitation, power failures, outages of electronic-communications networks, denial-of-service attacks, acts of government, epidemics or pandemics, natural disasters, or industrial actions not limited to the affected Party’s workforce.
“Insolvency Event” means a Party: (a) resolving to file for or entering bankruptcy, administration, corporate restructuring, or liquidation; (b) having a receiver or administrator appointed over its material assets; or (c) being unable to pay its debts as they fall due under applicable law.
“Intellectual Property Rights” means all present and future rights of authorship, invention, or creation, including copyrights (and moral rights), database rights, design rights, patents, utility models, trademarks, trade names, domain names, trade secrets, know-how, and all other proprietary or industrial rights, whether registered or unregistered, together with all applications, renewals, extensions, and rights to claim priority relating to any of the foregoing.
“Order Form” means the document or online process within the Shopify App Store or the Service confirming the subscription plan, quantities, term, and applicable Fees.
“Output” means any content, data, or results generated by the Service from the Customer’s inputs or configurations.
“Party” means either the Company or the Customer, and “Parties” means both collectively.
“Shopify Platform” or “Shopify” means the e-commerce platform operated by Shopify Inc. and its affiliates, including related APIs, data systems, and merchant-management tools.
“Subscription Term” means the period during which the Customer is entitled to use the Service under an active subscription, as specified in the applicable Order Form or Shopify billing interface.
“Third-Party Services” means software, platforms, data sources, payment processors, or other services not provided by the Company that interoperate with or are used in connection with the Service, including the Shopify Platform.
1.2 Interpretation
The term “including” means “including without limitation.” Headings are for convenience only and do not affect interpretation. References to “Sections” refer to those in this Agreement unless otherwise stated. Words in the singular include the plural and vice versa, and references to persons include legal entities and vice versa.
2.
SCOPE OF SERVICE
2.1 Grant of Rights
Subject to your compliance with the Agreement and the timely payment of all applicable Fees, we grant you a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Service and the Documentation during the Subscription Term solely for your internal business purposes and only in connection with your authorised Shopify store.
2.2 Integration with Shopify
The Service operates exclusively as an application integrated with the Shopify Platform and requires an active Shopify merchant account in good standing. You authorise the Service to access and process data from your Shopify store via Shopify’s APIs and permissions model. The functionality of the Service depends on the continued availability and performance of the Shopify Platform, its APIs, and your authorisation settings. We are not responsible for any limitation, modification, or suspension imposed by Shopify that affects the Service’s operation.
2.3 Features and Modifications
The Service includes the functionality and modules described in the Documentation and any applicable Order Form. Optional integrations or premium automation features may be subject to additional Fees or commercial terms. We may modify, enhance, or update the Service to improve performance, security, or usability. Material reductions in core functionality that materially impair normal use will be notified to you at least thirty (30) days in advance.
2.4 Maintenance and Availability
Scheduled maintenance and upgrades may temporarily affect availability. We use commercially reasonable efforts to maintain Service uptime and to restore operation promptly following any interruption. The Service depends on internet connectivity, the Shopify Platform, and third-party networks. Therefore, we do not warrant uninterrupted or error-free operation and are not liable for downtime or performance issues caused by external factors, including any Force Majeure Event or Shopify-related service outage.
2.5 Third-Party Services
The Service may interoperate with or depend on third-party software, platforms, or payment processors, including Shopify and related apps. We are not responsible for the availability, security, or performance of any Third-Party Service and disclaim liability for interruptions or defects arising from them. Your use of any Third-Party Service is governed by that provider’s own terms and conditions, which you are responsible for reviewing and complying with.
2.6 Subcontractors
We may engage Affiliates and other subcontractors to perform hosting, integration, maintenance, support, or other related services. We remain responsible for the performance of our subcontractors as for our own. Each subcontractor engaged in providing the Service will be bound by written confidentiality, security, and use obligations no less protective than those in this Agreement.
2.7 Use by Affiliates
Subject to these Terms, your Affiliates may use the Service under your subscription provided that: (a) such use occurs solely for the internal business purposes of your corporate group; and (b) you remain fully liable for all acts and omissions of your Affiliates and their users as for your own. No separate contractual relationship shall arise between us and any such Affiliate unless expressly agreed in writing.
3.
USE RESTRICTIONS
3.1 Permitted Use
You must use the Service solely in accordance with this Agreement, the Documentation, Shopify’s applicable terms and policies, and all applicable laws. You are responsible for ensuring that your Affiliates, employees, contractors, and authorised users comply with these requirements.
3.2 Prohibited Conduct
Without limiting the generality of the foregoing, you shall not, and shall ensure that your Affiliates, employees, or other users do not:
copy, reproduce, alter, adapt, translate, or create derivative works of the Service, the underlying models, or the Documentation, except as expressly permitted under this Agreement;
reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, model architecture, or underlying algorithms of the Service, except to the limited extent expressly permitted by mandatory law;
resell, sublicense, distribute, rent, lease, lend, assign, or otherwise make the Service or any Output available to any third party, except as expressly permitted under this Agreement;
upload, transmit, or introduce any malicious code, viruses, or harmful materials, or interfere with, disrupt, or attempt to bypass any security, access, or performance controls of the Service, Shopify Platform, or related networks;
use the Service for any unlawful, deceptive, infringing, or fraudulent purpose, or in any manner that violates applicable law, Shopify’s platform terms, or third-party rights, including Intellectual Property Rights, privacy, or data protection obligations;
use the Service, or any data or Output produced by it, to develop, train, or benchmark any competing product, model, or service, whether directly or through a third party;
access or interact with the Service through automated scripts, bots, or scraping tools, except through APIs or interfaces expressly provided or authorised by us or Shopify; or
share, sell, or disclose authentication credentials to any unauthorised person or permit others to use your Account except as expressly permitted under this Agreement.
3.3 Platform Integrity
You must not use the Service in a way that could negatively affect the operation, security, or reputation of the Shopify Platform or interfere with Shopify’s APIs, systems, or services. You acknowledge that Shopify may independently restrict or revoke access to its APIs or data, which may impact the availability or functionality of the Service.
3.4 Suspension for Breach
We may suspend or restrict access to the Service upon any material or repeated breach of this Agreement. Any suspension will be proportionate to the nature and severity of the breach and, where reasonably possible, preceded by prior notice giving you an opportunity to remedy the breach before suspension takes effect. Suspension does not waive our right to terminate the Agreement or seek other remedies. Access may be restored once the breach has been remedied to our reasonable satisfaction.
4.
CUSTOMER OBLIGATIONS
4.1 Account Accuracy and Lawful Use
You shall maintain accurate and up-to-date account, contact, and billing information within both your Shopify account and the Service, protect all authentication credentials and access permissions, and ensure that the Service is used only in accordance with this Agreement, the Documentation, and applicable law. You are responsible for all activity occurring under your Account, including acts and omissions of your employees, agents, and authorised users.
4.2 Shopify Authorisation and Data Access
You are solely responsible for maintaining valid Shopify authorisations required for the Service to operate. You acknowledge that withdrawal, modification, or expiry of Shopify permissions may limit or suspend functionality. You must ensure that all access granted to the Service through Shopify APIs complies with Shopify’s terms, policies, and data-access requirements.
4.3 Review of Outputs
You shall verify the accuracy, completeness, and suitability of all Outputs before relying on them and remain solely responsible for any actions or decisions taken based on such Outputs, including order adjustments, refunds, cancellations, or communications executed through the Service.
4.4 Cooperation
You shall cooperate reasonably with our requests necessary to enable the delivery, configuration, maintenance, or troubleshooting of the Service, including providing timely information and assistance as reasonably requested.
4.5 Compliance and System Integrity
You shall ensure that your use of the Service does not cause undue burden on the Service, Shopify’s APIs, or related systems, and that your use complies with all applicable laws, regulations, and third-party rights. You must not attempt to manipulate, disable, or interfere with the normal functioning of the Service or the Shopify Platform.
4.6 Equipment, Technical Environment, and Backups
You are responsible for obtaining and maintaining the hardware, operating systems, browsers, network connectivity, and other technical components necessary to access and use the Service. You must ensure that your environment meets the minimum specifications described in the Documentation and that your configurations, firewalls, and third-party software do not interfere with or compromise the Service’s functionality, availability, or security. You shall implement appropriate technical and organisational measures to protect Customer Data and maintain adequate backups of all data stored outside the Service. We are not responsible for any failure, data loss, or degradation of the Service resulting from your systems, network connectivity, or failure to maintain such backups.
4.7 Authority and Capacity
You represent and warrant that you have, and will maintain throughout the Term, full legal capacity and authority to enter into and perform this Agreement, and that doing so does not and will not breach any other obligation, Shopify’s terms, or applicable law.
4.8 Security Incident
You shall promptly notify us of any actual or suspected unauthorised use of the Service, your Shopify integration, Account, or credentials, or any breach of security that may affect the Service or Customer Data.
5.
FEES AND PAYMENT
5.1 Billing through Shopify
All subscriptions, usage charges, and payments for the Service are processed through the Shopify App Store billing system in accordance with Shopify’s applicable terms and billing procedures. You authorise Shopify to charge all applicable Fees to your Shopify account as part of your regular Shopify invoice. You acknowledge that subscription activation, renewal, upgrade, or downgrade requires your explicit approval through the Shopify billing interface.
5.2 Fees and Taxes
Fees for the Service are specified in the applicable Order Form, Shopify App Store listing, or within the Service interface. Unless otherwise stated, all Fees are quoted in dollars (USD) and exclude value-added tax (VAT), withholding tax, and any other public charges or governmental levies. All such taxes and charges shall be borne by you, except for taxes based on our income. All Fees are non-cancellable and, once incurred, non-refundable except as expressly provided in this Agreement.
5.3 Payment Terms
Payments are collected directly by Shopify on our behalf through its billing system. The payment method, charge frequency, and applicable billing cycle are determined by Shopify’s billing process. Your obligation to pay Fees is fulfilled when payment is successfully processed by Shopify. We do not independently invoice or collect payments outside Shopify unless expressly agreed in writing.
5.4 Disputed Charges
If you dispute any charge processed through Shopify, you must raise the dispute through Shopify’s billing support or notify us and Shopify in writing within fifteen (15) days from the charge date, specifying the disputed amount and the grounds for dispute. The undisputed portion remains payable when due. The Parties shall cooperate in good faith to resolve the dispute promptly.
5.5 Fixed-Term Subscriptions
Fees for fixed-term subscriptions are payable for the entire agreed period and are not refundable in case of early termination, non-use, or uninstallation of the Service, regardless of the remaining period. This rule applies even if Shopify automatically cancels billing upon app uninstallation.
5.6 Non-Payment and Failure of Collection
We may suspend or restrict access to the Service upon notification from Shopify that payment has failed, been reversed, or remains outstanding after the applicable billing attempt. If Shopify, for any reason, fails to collect or remit to us any validly incurred Fee that is due and payable under this Agreement, the corresponding payment obligation remains fully enforceable between you and us. In such circumstances, we may, at our sole discretion and without further notice, suspend or immediately terminate your access to the Service and take any lawful measures to recover the unpaid amount directly from you. Any outstanding balance that remains unpaid after written demand shall accrue interest at a rate of ten percent (10%) per annum until paid in full. Suspension or termination for non-payment does not limit our right to recover unpaid amounts, interest, or reasonable costs of collection, or any other remedies available under applicable law.
5.7 Usage Monitoring
If your actual usage materially exceeds the limits of your subscribed plan, we may, in accordance with Shopify’s billing capabilities, charge additional Fees or require you to upgrade to a suitable plan. You agree that we may monitor and measure usage for billing and compliance purposes.
5.8 Price Adjustments
We may revise recurring Fees by giving at least thirty (30) days’ prior notice through the Service or Shopify App Store before the start of the next renewal period. Any change applies only to subsequent periods and not to the current Subscription Term.
6.
INTELLECTUAL PROPERTY
6.1 Ownership
All Intellectual Property Rights in and to the Service, the Documentation, and all related software, models, algorithms, user interfaces, databases, and underlying technology are and shall remain our exclusive property or that of our licensors. Nothing in this Agreement transfers or assigns any ownership rights to you, and all rights not expressly granted are reserved.
6.2 Excluded Rights
The limited right to use the Service granted under Section 2 does not include the right to: (a) reproduce the Service or any part of it; (b) create derivative works of the Service; (c) distribute, rent, lease, or lend the Service; (d) publicly perform or make available the Service; or (e) display, disclose, or otherwise use the Service except as expressly permitted under this Agreement.
6.3 Customer Brand Licence
You grant us a non-exclusive, worldwide, royalty-free, sublicensable licence to use, display, and reproduce your trademarks, trade names, logos, and similar identifiers as necessary to operate and provide the Service, or to exercise our rights under this Agreement, including the right to identify you as a customer in accordance with the Publicity Rights set out herein. We will use such identifiers only in accordance with your reasonable written branding guidelines, if provided. This licence terminates automatically upon deletion of your Account or termination of the Agreement, except to the extent reasonably necessary to complete outstanding transactions, maintain legally required records, or exercise rights that have accrued prior to termination.
6.4 Output
Subject to payment of all applicable Fees, you own the economic rights in the Outputs generated through your lawful use of the Service. This ownership does not extend to the Service, its models, algorithms, templates, or other pre-existing materials used to generate the Outputs, all of which remain our exclusive property.
6.5 Feedback
Feedback you or your users provide is voluntary. By submitting Feedback, you irrevocably grant us a perpetual, worldwide, transferable, sublicensable, and royalty-free right to use, reproduce, modify, adapt, publish, translate, and commercialise the Feedback, in whole or in part, for any purpose related to the development, improvement, marketing, or operation of our products and services. You acknowledge that providing Feedback creates no obligation for us to implement, credit, or compensate you in any manner.
6.7 Reservation of Rights
No rights are granted to either Party except as expressly stated in this Agreement.
7.
DATA AND DATA PROTECTION
7.1 Privacy Policy and Data Processing
Our collection and processing of personal data are governed by our Privacy Policy, which forms part of this Agreement. Where we process personal data – of which you are the data controller – on your behalf, the Parties shall enter into a separate Data Processing Agreement (“DPA”) specifying their respective roles, responsibilities, and security measures. Where our subcontractor processes personal data – of which you are the data controller – such processing will also be governed by the applicable DPA executed between you and us.
7.2 Customer Data Ownership and Use
Customer Data remains your exclusive property. We process Customer Data solely to operate, maintain, and improve the Service in accordance with this Agreement and the DPA. When acting as a processor, we process Customer Data only on your documented instructions and under the lawful basis you determine. Nothing in this Agreement transfers ownership of Customer Data to us.
7.3 Shopify Data Access
The Service accesses and processes Customer Data obtained through authorised Shopify APIs. You control which store data categories the Service may access through Shopify’s permissions interface. We do not modify, export, or share Shopify-sourced data except as required to perform the Service or comply with applicable law. If you revoke Shopify authorisations, certain features may become unavailable without liability to us.
7.4 Derived and General Usage Data
We may collect and use aggregated, anonymised, or statistical data derived from use of the Service (“Derived Data”) and anonymised operational metrics (“General Usage Data”) to analyse performance, enhance functionality, ensure security, and develop new products and services. Neither Derived Data nor General Usage Data identifies you, your users, or any individual.
7.5 Portability and Retrieval
You may export Exportable Data in a structured, commonly used, and machine-readable format at any time during the Subscription Term and within thirty (30) days after its termination. After that period, we may delete or anonymise Customer Data, except to the extent retention is required by law, regulatory obligation, or legitimate business interest such as record-keeping or dispute resolution. Where technically feasible, we will assist in data transfer through the Shopify API or comparable mechanism.
7.6 Access Control and Security
We maintain appropriate technical and organisational measures to protect data against unauthorised access, loss, misuse, or alteration. All Customer Data is stored and processed within the European Union or European Economic Area unless transfer outside the same is necessary for the provision of our Services and always subject to adequate safeguards under applicable data-protection law. You are responsible for securing access to your Shopify account, authentication credentials, and local systems.
7.7 Disclosure Requests
We will not disclose Customer Data to authorities or third parties except where required by mandatory law, valid court order, or competent authority. Where legally permitted, we will provide advance notice to allow you to seek protective measures. We will disclose only the minimum information necessary to comply with the applicable obligation.
7.8 Switching Service Provider
If you have notified us that termination of this Agreement is due to switching to an alternative data processing service provider, we shall for thirty (30) days after the termination of the Agreement (“Transitional Period”): (i) provide reasonable assistance to you and, where applicable, to any authorized third party designated by you, to enable effective switching; (ii) reasonably support your exit strategy by making available the necessary information relating to the porting of Customer Data and other Exportable Data; (iii) act with due care and in good faith to preserve your business continuity and minimize service disruption; and (iv) maintain a high level of data security in accordance with applicable laws. We shall not be liable for the continued integrity, usability, or suitability of the Customer Data and other Exportable Data after the completion of the service provider switching, nor for their subsequent implementation by you or any third party. If you wish to retrieve the Exportable Data, you can do so by notifying us in writing within the Transitional Period, and we will make the Exportable Data available for a period of thirty (30) days after the end of the Transitional Period (“Retrieval Period”). For the avoidance of doubt, this Agreement shall remain in full force and effect during the Transitional Period and, if applicable, the Retrieval Period, and you shall pay all applicable service fees for such period. This Agreement shall be considered terminated upon (i) the successful completion of the switching process or (ii) at the end of the Transitional Period unless you have notified us of your wish to use the Retrieval Period or (iii) at the end of the Retrieval Period. We will in each case notify you of the termination.
8.
AUTOMATION AND AI SYSTEMS
8.1 Transparency
The Service includes automated and AI-assisted features that may generate, analyse, or recommend content, process orders, issue refunds, or communicate with end-customers. We provide clear indications within the Service whenever users interact with automated or AI-driven functionalities. AI-assisted features of the Service process the content provided by you (“Input”) utilizing an artificial intelligence model developed by a reputable and reliable third-party service provider through its application programming interface (“API”) to provide the applicable content, result, response or other information (“Output”).
8.2 Human Oversight
The Service is designed to assist, not replace, human decision-making. You remain responsible for reviewing, validating, and approving all Outputs before acting upon them in commercial, operational, or customer-facing contexts. You must maintain adequate human supervision and retain final control over any decision affecting customers or transactions.
8.3 User Competence
You shall ensure that all personnel using the Service understand its functionality, intended use, and limitations, and that they are trained to supervise automated operations and intervene where necessary. You are responsible for ensuring that use of the Service remains consistent with your internal compliance, ethics, and quality-control policies.
8.4 Authenticity and Disclosure
When publishing or otherwise making available content created or modified through the Service, you shall clearly indicate that such content has been generated or altered using automated tools. You shall not remove, alter, or obscure any authenticity, labelling, or traceability features embedded to identify AI-generated content.
8.5 Responsible Use
You shall not employ the Service in any unlawful, deceptive, discriminatory, or harmful manner or for purposes that violate human rights, applicable law, or recognised ethical standards for automated systems. You remain solely responsible for ensuring that any automated actions performed through your Shopify store – such as order cancellations, refunds, or communications – comply with applicable consumer-protection, e-commerce, and data-protection laws.
8.6 Prohibited Applications
Without limiting the foregoing, you shall not use the Service for: (a) surveillance, biometric identification, or profiling of individuals; (b) automated decision-making producing legal or similarly significant effects on individuals without meaningful human review; or (c) any other application prohibited under applicable law or regulation.
8.7 Provider Assurance
The Input is transmitted to the third-party service provider through a secure API connection solely for the purpose of generating the Output. During this process, the Input is processed and stored only temporarily by the third-party service provider. In accordance with the third-party service provider’s contractual terms and practices, the provider retains the Input for a short period solely for the purposes of abuse monitoring and ensuring operational reliability, after which the Input is deleted. The third-party service provider is entitled to use the Input only for generating the Output, and the Input is not used for any other purpose, such as training or developing the provider’s artificial intelligence model. The third-party service provider is not granted any broader rights to the Input than those stated herein and retains no rights to the Output. We maintain internal controls, technical documentation, and monitoring procedures to ensure the transparency, reliability, and traceability of automated and AI-assisted functions. We may record and analyse activity logs for security, compliance, and accountability purposes and may implement safeguards to detect, prevent, and mitigate misuse.
8.8 No Sensitive Information
Notwithstanding the third-party service providers limited right to use and retain the Input solely for provision of the Output, the Service Provider cannot guarantee or warrant that the information contained in the Input will never be subject to unauthorized use, access, or disclosure. For this reason, you must not include in the Input any of your or any third party’s Confidential Information, personal data, or other sensitive information. You understand and accept that if you choose to include such information in the Input, you do so entirely at your own risk and responsibility. We shall not be liable for any damages or losses arising from or related to your actions in this regard.
8.9 Continuous Improvement
We may update or adjust algorithms, models, or operational parameters to improve performance, accuracy, security, or safety, provided that such changes do not materially reduce the core functionality of the Service. Material updates that alter the scope of automation will be communicated in advance where reasonably practicable.
9.
PLATFORM AND CONTENT GOVERNANCE
9.1 Content and Conduct.
You shall not upload, store, transmit, or distribute through the Service any material that is unlawful, infringing, deceptive, defamatory, or otherwise harmful, including material that violates Intellectual Property Rights, privacy rights, or applicable law. You remain solely responsible for all data, prompts, messages, and other material submitted or made available through your Account or through automated interactions initiated by the Service on your behalf.
9.2 Limited Hosting Role
The Service operates as a business software tool integrated with the Shopify Platform and does not function as a public hosting or social-media service. You are solely responsible for the content you or your authorised users generate, upload, or distribute via the Service, including any messages or responses sent to your end-customers. We do not assume liability for such content.
9.3 Moderation and Enforcement
We may use automated tools and human review to detect, restrict, or remove unlawful or harmful content and to prevent misuse of the Service. Permanent Account or content restrictions are subject to human verification. Moderation decisions are made objectively, proportionately, and without unjustified discrimination.
9.4 Notice and Action Mechanism
We maintain an accessible electronic process through which any person may submit a notice of allegedly illegal content. Valid notices will be acknowledged and handled without undue delay.
9.5 Statement of Reasons
When we restrict access to content, functionality, or an Account, we will notify the affected Customer without undue delay, providing the reasons for the action taken, the legal or contractual basis for the decision, and the available remedies, unless disclosure is prohibited by law or a competent authority.
9.6 Internal Complaint Handling
You may contest any moderation decision by submitting a complaint through our internal complaint-handling system within six (6) months of receiving the notice. We will review such complaints diligently, in good faith, and provide a reasoned outcome. The availability of internal redress does not limit your right to seek judicial remedies under applicable law.
9.7 No General Monitoring
We do not generally monitor or actively search for illegal activity or content. We act only upon specific notices, credible information, or lawful orders from competent authorities. Nothing in this Section prevents us from using automated tools to detect technical misuse, spam, or security threats.
9.9 Proportionality and Fundamental Rights
All moderation and enforcement actions will be carried out objectively and proportionately, taking into account the legitimate interests of the Customer and the fundamental rights to freedom of expression and information under applicable law.
10.
INDEMNITIES
10.1 Customer Indemnity
You shall indemnify, defend, and hold harmless the Company, its Affiliates, and their respective directors, officers, employees, and agents from and against all claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Data or other content submitted, uploaded, or transmitted through the Service; (b) your breach of this Agreement or applicable law; (c) any unauthorised or unlawful use of the Service by you, your Affiliates, or your authorised users; or (d) any act or omission occurring within or through your use of any Third-Party Service.
10.2 Company Indemnity
We shall defend and indemnify you against any third-party claim alleging that the Service, as provided by us, infringes or misappropriates any valid Intellectual Property Right, provided that you: (a) promptly notify us in writing of the claim; (b) grant us sole control of the defence and settlement of the claim; and (c) provide reasonable cooperation and assistance at our expense. This indemnity does not apply to claims arising from or relating to:
Customer Data or other content provided by you or on your behalf;
your modification or use of the Service contrary to the Documentation or this Agreement; or
use or combination of the Service with non-Company systems, products, or data.
If the Service or any part of it is found to infringe third-party rights, we may, at our discretion and expense:
procure the right for you to continue using the Service;
replace or modify the Service so that it becomes non-infringing without materially reducing its functionality; or
if neither option is commercially reasonable, terminate the affected Service and refund any prepaid Fees for the unused portion of the Subscription Term.
10.3 Exclusive Remedy
The indemnities in this Section constitute each Party’s sole and exclusive remedy, and each Party’s entire liability, for the claims described herein.
11.
WARRANTIES AND DISCLAIMER
11.1 Service Warranty
We warrant that the Service will be provided with reasonable skill and care and in accordance with generally accepted industry standards.
11.2 Disclaimer of Warranties
Except as expressly stated in this Agreement, the Service is provided on an “AS IS” and “AS AVAILABLE” basis. We make no other warranties, representations, or conditions, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.
11.3 Network and External Dependencies
We do not warrant or represent that the Service will be uninterrupted, error-free, completely secure, or meet your specific requirements, or that it will operate in combination with any hardware, software, system, or data not provided by us. You acknowledge that use of the Service depends on public electronic communications networks and Third-Party Services, which may involve limitations, delays, or risks beyond our reasonable control.
12.
LIMITATION OF LIABILITY
12.1 Aggregate Cap
Our total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total Fees paid by you for the Service during the six (6) months immediately preceding the event giving rise to the claim.
12.2 Exclusion of Certain Damages
Neither Party shall be liable to the other for any indirect, incidental, consequential, or punitive damages, including loss of profits, revenue, goodwill, data, or business interruption, even if advised of the possibility of such damages, and we are not liable for any interruptions, delays, or losses arising from the unavailability, malfunction, or performance of any Third-Party Service.
12.3 Exceptions
The foregoing limitations shall not apply to: (a) wilful misconduct or gross negligence; (b) breach of confidentiality or data-protection obligations; (c) indemnification obligations under this Agreement; or (d) any liability that cannot be limited or excluded under mandatory law.
13.
CONFIDENTIALITY
13.1 Confidentiality Obligations
Each Party shall protect the other Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable degree of care. The Receiving Party shall use Confidential Information solely to perform its obligations and exercise its rights under this Agreement and shall disclose it only to its employees, Affiliates, advisers, or subcontractors who have a legitimate need to know and are bound by written confidentiality obligations no less protective than those set out in this Agreement. For the avoidance of doubt, data exchanged with or processed through authorised Third-Party Services in the ordinary operation of the Service shall not constitute a breach of confidentiality.
13.2 Permitted Disclosures
A Party may disclose Confidential Information when required by law, regulation, or valid court or regulatory order, provided that (to the extent legally permitted) it gives the Disclosing Party prompt written notice to allow it to seek a protective order or other appropriate remedy. Disclosure shall be limited to the minimum information legally required.
13.3 Return or Destruction
Upon termination or expiry of this Agreement, each Party shall, upon request, return or securely destroy the other Party’s Confidential Information, except to the extent retention is required by law or necessary for the establishment, exercise, or defence of legal claims.
13.4 Duration
The obligations under this Section survive for five (5) years after termination or expiry of this Agreement. Protection of trade secrets continues for as long as the information remains a trade secret under applicable law.
14.
TERM AND TERMINATION
14.1 Commencement and Duration
This Agreement takes effect upon the earlier of: (a) your first installation or activation of the Service through the Shopify App Store; or (b) your first access to or use of the Service and continues for the Subscription Term defined in your Shopify subscription plan or any applicable Order Form.
14.2 Automatic Renewal
Unless the applicable Shopify subscription is cancelled in accordance with Shopify’s procedures before the end of the current billing cycle, the Subscription Term automatically renews for successive periods equal in length to the preceding term, subject to the then-current Fees.
14.3 Termination via Shopify Platform
You may terminate or uninstall the Service at any time through your Shopify account or app-management interface. Such uninstallation or cancellation constitutes valid written notice of termination under this Agreement and takes effect immediately or at the end of the current billing cycle, as determined by Shopify’s subscription policies or upon the time specified under “Switching Service Provider” in Section 7 of this Agreement, in case you have notified us of termination due to switching data processing service provider in accordance with the said section. We will confirm receipt electronically. Uninstalling or cancelling the Service does not entitle you to any refund of Fees already charged, and you remain responsible for all Fees accrued through the effective termination date. For fixed-term subscriptions, Fees for the full agreed period remain payable and non-refundable.
14.4 Termination for Cause
Either Party may terminate this Agreement with immediate effect upon a material breach by the other Party that remains uncured for thirty (30) days after written notice specifying the breach. We may also suspend or terminate the Service immediately if you violate Section 3 (Use Restrictions) or Section 4 (Customer Obligations).
14.5 Termination for Insolvency
Either Party may terminate this Agreement with immediate effect by written notice if an Insolvency Event occurs in respect of the other Party. We may also terminate this Agreement immediately if you cease business operations or transfer substantially all assets to a third party.
14.6 Effect of Termination
Upon termination or expiry of the Agreement: (a) your access to the Service ceases; (b) we will make Exportable Data available for retrieval for thirty (30) days following termination, after which it will be deleted or anonymised in accordance with Section 7 (Data and Data Protection); and (c) termination does not relieve either Party of obligations or liabilities accrued prior to the effective date of termination, including payment of Fees.
14.7 Termination by Shopify or Platform Removal
If Shopify suspends or terminates your Shopify store, or if the Service is removed or delisted from the Shopify App Store, this Agreement will automatically terminate without liability to either Party, except for payment obligations already incurred.
14.8 Survival
The provisions of this Agreement that by their nature are intended to survive termination or expiry shall remain in effect, including but not limited to Sections 1 (Definitions and Interpretation), 3 (Use Restrictions), 5 (Fees and Payment), 6 (Intellectual Property Rights), 7 (Data and Data Protection), 10 (Indemnities), 11 (Warranties and Disclaimer), 12 (Limitation of Liability), 13 (Confidentiality), 15 (Governing Law and Dispute Resolution), and 16 (Other Provisions).
15.
GOVERNING LAW AND DISPUTE RESOLUTION
15.1 Governing Law
This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of Finland, excluding its choice-of-law principles.
15.2 Arbitration
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The arbitration proceedings shall be conducted in English, and the arbitral tribunal shall consist of one (1) arbitrator appointed in accordance with the said Rules.
15.3 Interim and Protective Measures
Nothing in this Section prevents either Party from seeking interim, injunctive, or conservatory relief from any competent court to protect its rights or interests pending the constitution of the arbitral tribunal or the final resolution of the dispute.
15.4 Collection and Intellectual Property Enforcement
Notwithstanding the foregoing, the Company may, at its sole discretion, bring proceedings in any competent public court for the collection of undisputed monetary claims or for the protection or enforcement of its Intellectual Property Rights.
16.
OTHER PROVISIONS
16.1 Amendments
No modification, waiver, or amendment of this Agreement or any Order Form is valid unless made in writing and duly executed by both Parties. Any change made in breach of this form requirement is null and void. Notwithstanding the foregoing, we may update or modify these Terms to reflect changes in law, regulatory guidance, security requirements, or Service functionality. Material updates take effect thirty (30) days after notice to you or, where required by law or for security reasons, immediately upon notice. You may terminate the Agreement before the effective date of any material change by written notice. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.
16.2 Assignment
You may not assign, transfer, delegate, or otherwise dispose of this Agreement or any of your rights or obligations, whether by operation of law or otherwise, without our prior written consent. We may assign or transfer this Agreement, in whole or in part, to any Affiliate or successor in connection with a merger, acquisition, corporate reorganisation, or sale of assets, provided that such assignment does not materially reduce your rights or increase your obligations under this Agreement.
16.3 Compliance and Legal Conduct
Each Party shall comply with all applicable laws and regulations, including those relating to anti-corruption, export control, sanctions, fair competition, and trade restrictions. Neither Party shall engage in any activity that would cause the other Party to breach applicable law.
16.4 Counterparts and Electronic Execution
This Agreement may be executed electronically and in counterparts, each constituting an original and together forming a single instrument. Electronic signatures, acceptances, or confirmations shall have the same legal effect as original signatures.
16.5 Entire Agreement
These Terms, the applicable Order Form, the Privacy Policy, and any Data Processing Agreement constitute the entire agreement between the Parties and supersede all prior proposals, representations, or understandings, whether oral or written, concerning the same subject matter. Each Party acknowledges that it has not relied on any representation or promise not expressly set out in this Agreement. Any amendment or variation must comply with the form requirements set out in Amendments above.
16.6 Force Majeure
Neither Party is liable for delay or failure to perform its obligations under this Agreement caused by a Force Majeure Event. The affected Party shall notify the other without undue delay and use reasonable efforts to mitigate the effects. If the Force Majeure Event continues for more than sixty (60) days, either Party may terminate this Agreement by written notice without liability.
16.7 Independent Contractors
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, fiduciary, employment, or agency relationship. Neither Party may bind the other or incur obligations on the other’s behalf without express prior written authority.
16.8 No Waiver
Failure or delay in enforcing any provision or exercising any right does not constitute a waiver. Any waiver must be made expressly in writing and applies only to the specific matter waived.
16.9 Notices
All notices, requests, and other communications under this Agreement must be in writing and delivered by email to the addresses specified in the applicable Order Form or otherwise notified in writing. Notices are deemed received on the next Business Day following transmission. Electronic delivery satisfies all written-form requirements.
16.10 Publicity Rights
You grant us a limited, non-exclusive, worldwide, and royalty-free right to identify you as a customer of the Service in our marketing materials, case studies, website listings, and presentations, including use of your name and logo for that purpose. You may withdraw this permission at any time by written notice, after which we will discontinue new uses within a reasonable period and remove existing references from online materials within a commercially reasonable timeframe.
16.11 Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect. The Parties shall amend, replace, or interpret the affected provision so that it becomes valid and enforceable while preserving, as closely as possible, the original intent and commercial balance. If no such adjustment can be achieved, the affected provision is disregarded only to the extent necessary.