Terms of Service

Thank you for choosing CommerceCopilot.ai. Please read these Terms of Service (the "Terms") carefully before using our platform. By accessing or using CommerceCopilot's services, you agree to be bound by these Terms.

When we say "CommerceCopilot," "we," "us," or "our" in these Terms, we mean CommerceCopilot.ai and its affiliates. When we say "Services," we mean CommerceCopilot's AI platform, website, AI agents, integrations, and all related products. When we say "you" or "your," we mean you individually, or the legal entity (such as your agency) on whose behalf you are accessing the Services.

IMPORTANT: Section 13 (Dispute Resolution) contains an arbitration clause and class-action waiver. Please read it carefully, as it may significantly affect your legal rights, including your right to file a lawsuit in court.

1. Acceptance of Terms

By accessing or using the Services, you expressly agree to all terms and conditions set forth in these Terms. If you do not agree, you may not use the Services. If you are using the Services on behalf of a business or organization, you represent and warrant that you have authority to bind that entity to these Terms.

Your subscription will continue for the duration agreed in your order or contract. Subscriptions automatically renew at CommerceCopilot's then-current rates unless canceled before the renewal date. You may cancel at any time by contacting us at support@commercecopilot.ai.

The Services are intended for users who are at least 18 years of age. By registering for an account or otherwise accessing the Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into binding agreements in your jurisdiction. If you are accessing the Services on behalf of a legal entity, you additionally represent that the entity is duly formed and that you have authority to bind it to these Terms.

CommerceCopilot does not knowingly collect information from individuals under the age of 18. If we become aware that a user is under 18, we will terminate the account and delete associated data without notice. If you believe a minor has registered for an account, please notify us at support@commercecopilot.ai.

2. Description of Services

CommerceCopilot provides an AI-powered operating system purpose-built for Shopify agencies. The Services include, but are not limited to, five specialized AI agents: a Business Analyst (brief-to-ticket scoping), a Project Manager (task coordination and blocker detection), a Tech Lead (technical approach and code review), a Developer (production-ready Shopify code generation), and a QA Agent (automated browser testing). The platform integrates with Notion, Jira, Slack, GitHub, Figma, and Shopify.

We are actively developing new features and products to improve CommerceCopilot. As part of these efforts, we may add or remove features, start offering new services, or stop offering some services entirely if they no longer make sense from a business perspective or create risk for CommerceCopilot, our users, or third parties. While we try to avoid disruptions, we cannot guarantee uninterrupted availability, and we are not liable for any outages or service changes.

CommerceCopilot is designed to augment your team. AI agents handle repeatable, time-consuming tasks. Your team retains responsibility for architecture decisions, client relationships, and final delivery quality.

3. Account Management

To access certain features of the Services, you must register for an account. You agree to provide accurate, complete, and current information during registration and to update that information as needed to keep it accurate.

CommerceCopilot offers subscription-based plans. If you agree to pay for a plan, you agree to pay invoices on time and maintain a valid payment method on file. CommerceCopilot reserves the right to change pricing on a going-forward basis, either upon posting on the website or by email. Except as expressly stated, all fees are non-refundable.

You may not share, sell, or transfer your account or any credits purchased through CommerceCopilot without our prior written approval. You also agree not to resell any AI-generated outputs or data obtained from CommerceCopilot in a manner that competes with our Services.

4. User Responsibilities

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify CommerceCopilot immediately of any unauthorized use or security breach.

You must not use the Services to:

  • Violate any applicable law, regulation, or third-party rights
  • Upload or transmit malicious code, viruses, or harmful data
  • Attempt to gain unauthorized access to CommerceCopilot systems or other users' accounts
  • Use the Services for financial fraud, impersonation, or deceptive practices
  • Reverse engineer, decompile, or attempt to extract source code from the Services
  • Interfere with or disrupt the integrity or performance of the Services
  • Include personal health information (PHI) or cardholder data in your inputs unless covered by a separate Business Associate Agreement
  • Use the Services in any way that would violate Shopify's Partner or API usage policies

CommerceCopilot reserves the right to monitor use of the Services to ensure compliance with these Terms.

5. User Content and Data

When we say "User Content" we mean all information, briefs, code, data, and other materials you submit to the Services. You retain ownership of your User Content. By submitting User Content, you grant CommerceCopilot a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, modify, adapt, and distribute such content solely for the purpose of providing and improving the Services.

CommerceCopilot does not claim ownership of your User Content and does not make content uploaded by one agency available to any other agency or third party. CommerceCopilot does not use your agency's client data or project details to train AI models that would benefit other users. CommerceCopilot may use aggregated, anonymized performance data to improve the platform.

You are responsible for ensuring that: (a) you have all rights necessary to submit your User Content to the Services; (b) your User Content is lawful and does not infringe third-party rights; and (c) your client projects comply with any applicable Shopify Partner terms.

CommerceCopilot has no obligation to pre-screen User Content but reserves the right to remove content that violates these Terms. If CommerceCopilot removes your content, we will notify you within ten (10) business days in writing.

6. AI-Generated Outputs

CommerceCopilot's AI agents generate outputs including project tickets, technical plans, code, and QA reports. You acknowledge that:

  • AI-generated outputs are tools to assist your team, not final deliverables to be used without human review
  • CommerceCopilot does not warrant that AI-generated code is free of errors, security vulnerabilities, or Shopify policy violations
  • You are responsible for reviewing, testing, and approving all AI-generated outputs before deploying them to client environments
  • CommerceCopilot is not liable for any damages resulting from your deployment of AI-generated outputs without adequate human review

Ownership of AI-generated outputs that are substantively based on your User Content vests in you, subject to the license granted to CommerceCopilot in Section 5. CommerceCopilot retains all rights in the underlying models, systems, and platform.

7. Intellectual Property

CommerceCopilot and its licensors retain all intellectual property rights in and to the Services, including the platform, AI models, algorithms, software, website, and all content created by CommerceCopilot. Nothing in these Terms transfers any ownership of CommerceCopilot intellectual property to you.

You may provide feedback, suggestions, or ideas about the Services. By doing so, you grant CommerceCopilot a non-exclusive, perpetual, irrevocable, transferable license to use such feedback without restriction, attribution, or compensation to you.

"CommerceCopilot," its logos, and product names are trademarks of CommerceCopilot.ai. You may not use these marks without our prior written consent.

8. Third-Party Integrations

The Services integrate with third-party platforms including Notion, Jira, Slack, GitHub, Figma, and Shopify ("Third-Party Services"). Your use of Third-Party Services is governed by those parties' own terms and privacy policies. CommerceCopilot is not responsible for the availability, accuracy, or conduct of any Third-Party Services.

By connecting Third-Party Services to CommerceCopilot, you authorize CommerceCopilot to access, read from, and write to those services on your behalf in accordance with the permissions you grant. You are responsible for maintaining appropriate access controls for all connected integrations.

9. Term and Termination

These Terms remain in effect for as long as you use the Services. Either party may terminate the Services for cause upon written notice. CommerceCopilot may also suspend or terminate your access immediately if you breach these Terms or if continuing to provide Services creates legal or operational risk.

Upon termination: (a) your access to the Services will be disabled; (b) you may request a copy of your User Content within 30 days; and (c) CommerceCopilot will delete your User Content in accordance with Section 11. Sections 5, 6, 7, 10, 11, 12, 13, 14, and 15 survive termination.

You are free to stop using CommerceCopilot at any time for any reason.

10. Modification of Terms

CommerceCopilot reserves the right to modify these Terms at any time. We will notify you of material changes by email or in-platform notice at least 30 days before they take effect. Your continued use of the Services after the effective date of revised Terms constitutes your acceptance of those changes. If you do not agree to the revised Terms, you may cancel your account before the changes take effect.

11. Privacy and Data Retention

CommerceCopilot's Privacy Policy governs how we collect, use, and disclose your personal information. By using the Services, you consent to the practices described in the Privacy Policy, available at commercecopilot.ai/privacy.

CommerceCopilot retains your User Content and account data for as long as your account is active. Upon account deletion, your data is deleted within 30 days, except where retention is required by law. You may request deletion of your data at any time by contacting support@commercecopilot.ai.

CommerceCopilot maintains commercially reasonable technical, administrative, and physical safeguards to protect your data. In the event of a confirmed data breach affecting your account, CommerceCopilot will notify you without undue delay.

International Transfers

CommerceCopilot's Services are operated from the United States. If you are accessing the Services from outside the United States, including from the European Economic Area ("EEA"), the United Kingdom, or Switzerland, your information may be transferred to, stored, and processed in the United States or other countries where CommerceCopilot or its subprocessors operate. CommerceCopilot relies on Standard Contractual Clauses approved by the European Commission as the lawful mechanism for such transfers where required by applicable law. By using the Services, you acknowledge that your data may be transferred in this manner.

GDPR (European and UK Users)

If you are located in the EEA or United Kingdom, the General Data Protection Regulation ("GDPR") or the UK GDPR, as applicable, may govern CommerceCopilot's processing of your personal data. CommerceCopilot acts as a data controller with respect to account and usage data, and as a data processor with respect to personal data you submit as User Content.

To the extent CommerceCopilot processes personal data as a data processor on your behalf, the parties agree to execute a Data Processing Agreement ("DPA") upon written request. Please contact support@commercecopilot.ai to request a DPA. The DPA will govern CommerceCopilot's processing obligations, security measures, and subprocessor arrangements.

Subject to applicable law, individuals whose personal data CommerceCopilot processes as a data controller may have the following rights:

  • The right to access the personal data CommerceCopilot holds about you;
  • The right to correct inaccurate or incomplete personal data;
  • The right to request erasure of your personal data, subject to legal retention obligations;
  • The right to restrict or object to processing in certain circumstances;
  • The right to data portability, where processing is based on consent or contract and carried out by automated means; and
  • The right to lodge a complaint with your local data protection supervisory authority.

To exercise any of the above rights, please contact us at support@commercecopilot.ai. CommerceCopilot will respond to verified requests within the timeframes required by applicable law.

Legal Basis for Processing

Where GDPR applies, CommerceCopilot processes personal data on one or more of the following legal bases: (a) performance of a contract, where processing is necessary to provide the Services you have requested; (b) legitimate interests, where processing is necessary for CommerceCopilot's legitimate business purposes and those interests are not overridden by your rights and freedoms; (c) compliance with a legal obligation; or (d) your consent, where you have expressly provided it. You may withdraw consent at any time without affecting the lawfulness of processing prior to withdrawal.

CCPA (California Residents)

If you are a California resident, the California Consumer Privacy Act ("CCPA"), as amended by the California Privacy Rights Act, may provide you with additional rights regarding your personal information, including the right to know what personal information CommerceCopilot collects and how it is used, the right to delete personal information CommerceCopilot holds about you (subject to certain exceptions), the right to correct inaccurate personal information, and the right to opt out of the sale or sharing of personal information. CommerceCopilot does not sell or share your personal information with third parties for cross-context behavioral advertising purposes. To submit a CCPA request, please contact us at support@commercecopilot.ai. CommerceCopilot will not discriminate against you for exercising your CCPA rights.

12. Warranties and Disclaimers

WE WORK HARD TO PROVIDE GREAT SERVICES, BUT CERTAIN ASPECTS CANNOT BE GUARANTEED. TO THE FULLEST EXTENT PERMITTED BY LAW, COMMERCECOPILOT, ITS AFFILIATES, AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR FREE OF DEFECTS; OR (C) THE SERVICES WILL MEET YOUR SPECIFIC AGENCY OR CLIENT REQUIREMENTS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMMERCECOPILOT AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES.

IN ALL CASES, COMMERCECOPILOT'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID COMMERCECOPILOT IN THE THREE (3) MONTHS BEFORE THE CLAIM AROSE; OR (B) $100 USD.

THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN COMMERCECOPILOT AND YOU.

13. Dispute Resolution

Informal Resolution

Most disputes can be resolved informally. If you have a dispute with CommerceCopilot, you agree to contact us first at support@commercecopilot.ai with a written description of your concern (including your name, what you're disputing, and your preferred resolution). If the dispute is not resolved within sixty (60) days of receipt of your notice, either party may proceed to formal dispute resolution as described below.

Governing Law

These Terms and any disputes arising hereunder will be governed by the laws of the State of Delaware, U.S.A., without regard to its conflict of laws principles. Any disputes not subject to arbitration will be resolved exclusively in the state or federal courts located in Delaware, and both parties consent to jurisdiction and venue in those courts.

Agreement to Arbitrate

IF YOU ARE A U.S. RESIDENT, YOU AND COMMERCECOPILOT AGREE TO RESOLVE ANY DISPUTE, DISAGREEMENT, OR CLAIM THROUGH FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT AS SET FORTH BELOW. This agreement to arbitrate is governed by the Federal Arbitration Act.

Arbitration will be conducted by a single arbitrator under the American Arbitration Association ("AAA") Consumer Arbitration Rules, excluding class or representative action procedures. To initiate arbitration, submit a written demand to AAA at www.adr.org and email a copy to support@commercecopilot.ai with the subject line "Arbitration Demand."

If the amount in dispute does not exceed $10,000 and you do not seek injunctive relief, arbitration will be conducted based on written submissions unless the arbitrator determines a hearing is necessary. CommerceCopilot will pay arbitration filing fees for claims under $75,000 where you initiate and the arbitrator does not find your claims frivolous.

Class Action Waiver

YOU AND COMMERCECOPILOT EACH AGREE THAT CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable, the agreement to arbitrate will be null and void as to that claim.

Exceptions

Either party may bring claims in small claims court if the claim qualifies. Claims involving patents, copyrights, trademarks, trade secrets, or unauthorized use of the Services are not subject to arbitration. Either party may also seek emergency injunctive relief in a court of competent jurisdiction.

Opt-Out

You may opt out of the arbitration agreement by emailing support@commercecopilot.ai within 30 days of first registering your account with the subject line "Arbitration Opt-Out." If you opt out, CommerceCopilot will also not be bound by the arbitration agreement as to your account.

14. Indemnification

You agree to indemnify, defend, and hold harmless CommerceCopilot, its officers, directors, employees, agents, and successors from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your User Content; (c) your violation of these Terms; (d) your violation of any third-party rights; or (e) your agency's delivery of work product to clients generated with the assistance of the Services.

15. General Provisions

Entire Agreement

These Terms, together with CommerceCopilot's Privacy Policy and any applicable order forms or subscription agreements, constitute the entire agreement between you and CommerceCopilot with respect to the Services and supersede all prior agreements.

Assignment

You may not assign these Terms or any rights hereunder without CommerceCopilot's prior written consent. CommerceCopilot may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.

Force Majeure

CommerceCopilot is not liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, cyberattacks, network infrastructure failures, or other force majeure events.

Export Compliance

You agree to comply with all applicable U.S. and international export control laws and regulations in connection with your use of the Services, including the Export Administration Regulations (15 CFR Parts 730–774).

No Solicitation

During the term of your subscription and for one (1) year thereafter, you agree not to solicit or recruit CommerceCopilot employees or contractors for employment without our prior written consent. This restriction does not apply to general public job advertisements.

Electronic Communications

By using the Services, you consent to receive communications from CommerceCopilot electronically. Electronic notices satisfy any legal requirement that communications be in writing.

Severability

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

No Waiver

CommerceCopilot's failure to enforce any provision of these Terms will not constitute a waiver of its right to enforce that provision in the future.

16. Confidentiality

Each party (the "Receiving Party") may receive or have access to confidential or proprietary information of the other party (the "Disclosing Party") in connection with these Terms ("Confidential Information"). Confidential Information includes, without limitation: (a) for you, your agency's client data, project briefs, business strategies, pricing, and any non-public information submitted as User Content; and (b) for CommerceCopilot, its proprietary technology, platform architecture, AI models, product roadmaps, pricing structures, and non-public business operations.

The Receiving Party agrees to:

  • Hold the Disclosing Party's Confidential Information in strict confidence, using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
  • Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to the Receiving Party's employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein; and
  • Use Confidential Information only for the purpose of exercising its rights or fulfilling its obligations under these Terms.

Exceptions

The obligations above do not apply to information that: (a) is or becomes publicly available through no breach of these Terms by the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure without restriction; (c) is rightfully received from a third party without restriction on disclosure; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it will, to the extent legally permitted, provide the Disclosing Party with prompt prior written notice of the requirement and reasonably cooperate to allow the Disclosing Party to seek a protective order or other appropriate remedy. The Receiving Party will disclose only that portion of the Confidential Information that it is legally required to disclose.

Return or Destruction

Upon termination of these Terms or upon the Disclosing Party's written request, the Receiving Party will promptly return or destroy the Disclosing Party's Confidential Information in its possession or control, except to the extent retention is required by applicable law. Destruction will be confirmed in writing upon request.

Remedies

The parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages would be an inadequate remedy. Each party therefore agrees that the Disclosing Party is entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the requirement to post a bond.

17. Beta and Early Access Features

CommerceCopilot may from time to time make available features, products, or services that are designated as "beta," "early access," "preview," "experimental," or with similar designations ("Beta Features"). Access to Beta Features may be limited, invitation-only, or subject to separate enrollment terms communicated to you at the time of access.

By using Beta Features, you acknowledge and agree that:

  • Beta Features are provided as-is and without warranty of any kind, including those set out in Section 12. They may contain bugs, errors, or security vulnerabilities and may not perform as intended;
  • CommerceCopilot does not guarantee that Beta Features will be made generally available, and may modify, suspend, or discontinue any Beta Feature at any time with or without notice;
  • Outputs generated by Beta Features carry additional uncertainty and should not be used for production deployments, client-facing work, or other consequential purposes without thorough independent review and testing; and
  • CommerceCopilot's liability for Beta Features is limited to the same extent as described in Section 12, and CommerceCopilot bears no responsibility for data loss, instability, or other harm resulting from your use of Beta Features.

Feedback you provide in connection with Beta Features is subject to Section 7 of these Terms and may be used by CommerceCopilot to improve Beta Features or other aspects of the platform, without obligation or compensation to you.

Beta Features may process personal data and User Content subject to the same data protection obligations set forth in these Terms. If CommerceCopilot discontinues a Beta Feature, it will use reasonable efforts to provide advance notice where practicable, and will not retain any User Content submitted exclusively through that feature beyond the data retention schedule described in Section 11.

18. Customer Reference and Marketing Rights

By entering into these Terms, you grant CommerceCopilot a non-exclusive, royalty-free, worldwide license to use your name, company name, and logo ("Customer Marks") for the following marketing and promotional purposes:

  • Displaying your logo on CommerceCopilot's website, including on customer showcase, partner, or "customers" pages;
  • Developing and publishing case studies, testimonials, or success stories that describe your agency's use of the Services, subject to your prior review and approval of the specific content before publication;
  • Referencing your company name and logo on CommerceCopilot's social media channels, including LinkedIn, X (Twitter), and similar platforms; and
  • Including your name and logo in sales presentations, pitch decks, proposals, and other internal or external sales and marketing collateral.

CommerceCopilot will use Customer Marks only in a manner consistent with any brand guidelines you provide and will not alter, distort, or use your marks in a way that is misleading, disparaging, or likely to damage your reputation. CommerceCopilot does not acquire any ownership rights in Customer Marks by virtue of this license.

Opt-Out

You may withdraw this license at any time by sending a written opt-out request to support@commercecopilot.ai with the subject line "Marketing Opt-Out." CommerceCopilot will remove or cease use of your Customer Marks within thirty (30) days of receiving your request, except that: (a) content already published in print or distributed in sales materials may remain in circulation for a reasonable wind-down period not to exceed ninety (90) days; and (b) case studies require your separate prior approval before publication and may be taken down upon request regardless of the above timeline.

No Endorsement

Nothing in this Section implies that you endorse CommerceCopilot's products or services, or that CommerceCopilot is affiliated with, sponsored by, or officially partnered with your agency or your clients. CommerceCopilot will not represent or imply otherwise in any marketing materials.

Contact

Questions about these Terms? Contact us at support@commercecopilot.ai.