Legal document · Effective May 18, 2026

Terms & Conditions

The agreement between you and Shopilot — what you can do, what we provide, and how we work together.

These Terms & Conditions ("Terms") constitute a legally binding agreement between [LEGAL ENTITY NAME] ("Shopilot", "we", "us") and the business or individual who creates an account ("Merchant", "you"). By creating an account or using the Service you agree to these Terms. If you do not agree, do not use the Service.
1

Definitions

Service means The Shopilot web application, API, dashboard, AI chat widgets, and any related tools or features made available by Shopilot.
Merchant means A business or individual who registers an account to deploy the AI shopping assistant on their own website or storefront.
Shopper / End User means A customer of the Merchant who interacts with the AI chat widget. Shoppers are not parties to these Terms.
Manager means An additional user account invited by a Merchant to access one or more stores. Managers are subject to these Terms through the Merchant's acceptance.
AI Assistant means The conversational AI powered by Google's Gemini models that responds to Shopper queries on behalf of the Merchant.
Merchant Content means All data a Merchant uploads or configures, including product catalogs, images, store information, system prompts, brand names, and taglines.
Plan means A subscription tier (Starter, Growth, or Scale) with associated feature limits and pricing as published on the Shopilot pricing page.
2

Eligibility and Account Registration

To use the Service you must: (a) be at least 18 years old; (b) have the legal capacity to enter a binding contract; (c) represent a legitimate business or operate in a personal business capacity; and (d) not be prohibited from using the Service under applicable law.

You are responsible for providing accurate registration information and keeping your credentials secure. You are liable for all activity that occurs under your account, including activity by Manager accounts you invite.

A single Supabase Auth identity may only belong to one organization at a time. You may not share login credentials between individuals.

3

The Service — What Shopilot Provides

Subject to these Terms and payment of applicable fees, Shopilot grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during the subscription period.

The Service includes: a dashboard to manage your stores and product catalog; an embeddable AI chat widget; lead capture and management tools; AI-generated product descriptions and chat suggestions; conversation analytics; and related integrations (WhatsApp, payment processing, etc.).

Shopilot reserves the right to modify, suspend, or discontinue any part of the Service at any time, with reasonable notice where practicable.

4

Acceptable Use

4.1 General Conduct

You must not:

  • Use the Service to operate or promote a business that violates any applicable law, regulation, or third-party right.
  • Attempt to gain unauthorized access to any part of the Service, Shopilot's systems, or other Merchants' data.
  • Interfere with or disrupt the integrity or performance of the Service.
  • Reverse engineer, decompile, or attempt to extract source code from the Service.
  • Resell, sublicense, or white-label the Service to third parties without Shopilot's prior written consent.
  • Use automated tools to scrape, crawl, or mass-download data from the Service.
  • Misrepresent your identity or affiliation in communications with Shopilot or Shoppers.

4.2 Prohibited Business Types

You may not use the Service if your business is engaged in:

Illegal goods, controlled substances, or counterfeit products
Weapons, firearms, or explosives (without lawful license + written approval)
Adult content or sexually explicit material
Unlicensed gambling or betting services
Scams, pyramid schemes, or fraudulent financial services
Discrimination based on any protected characteristic
Malware, spyware, or unauthorized access tools
Human trafficking or exploitation
Tobacco or vaping products (where prohibited by law)

4.3 System Prompt Restrictions

Merchants can configure a custom system prompt. You must not configure the AI Assistant to:

  • Provide medical diagnoses, prescribe medications, or give health advice beyond general product information.
  • Give legal advice, tax advice, or financial investment advice.
  • Collect sensitive personal data from Shoppers (health, religious beliefs, political opinions, payment card details, government IDs) without explicit consent and legal authorization.
  • Make false, misleading, or deceptive claims about your products or services.
  • Impersonate a Shopilot employee, government official, or any other entity.
  • Demean, harass, or deceive Shoppers.
  • Disable or override the safety guardrails built into Google's Gemini models.

4.4 Product Catalog Accuracy

You are solely responsible for the accuracy, completeness, and legality of your product catalog. The AI Assistant relies on this data when responding to Shoppers. Publishing false prices, fabricated stock levels, or misleading product claims is prohibited and is your sole liability.

4.5 Image Uploads

You may only upload product images you own or have the right to use. You must not upload images containing illegal content, copyrighted material used without permission, personally identifiable information of third parties, or material that violates any applicable law.

5

AI Accuracy and Limitations

By using the Service you acknowledge and agree that:

AI outputs may be inaccurate

The AI Assistant may occasionally generate responses that are incorrect, outdated, or incomplete. You are responsible for reviewing AI-generated content before publishing it.

Web search results are not guaranteed

When the AI falls back to Google Search for information not in your catalog, those results are sourced from third parties and may be incorrect or outdated.

Lead scores are indicative only

Hot / warm / cold quality scores are generated by AI inference. They are not a guarantee of conversion and should not replace your own commercial judgment.

The AI is not a licensed professional

The AI Assistant is not a licensed doctor, lawyer, financial adviser, or regulated professional. It must not be used — or configured — to provide advice in regulated domains.

Shopilot is not liable for AI outputs

To the maximum extent permitted by law, Shopilot is not responsible for any harm, loss, or liability arising from a Shopper's reliance on an AI Assistant response.

6

Subscription, Billing, and Payment

6.1 Plans and Pricing

Current plan features and pricing are published at shopilot.store/pricing. Prices are exclusive of applicable taxes unless stated otherwise.

6.2 Free Trial

New Merchants may receive a free trial period. At the end of the trial, billing begins automatically unless you cancel before the trial ends. We reserve the right to modify or discontinue the trial offer at any time.

6.3 Payment Processing

Payments are processed by Paddle.com Market Limited, our Merchant of Record. Paddle collects payment details, issues invoices, and remits applicable taxes. By subscribing you also agree to Paddle's Terms of Use.

6.4 Billing Cycle and Auto-Renewal

Subscriptions renew automatically at the end of each billing period at the then-current price unless cancelled before renewal. You authorize Paddle to charge your payment method on file for each renewal.

6.5 Conversation Quotas and Overage

Each plan includes a monthly conversation allowance. A "conversation" is counted when a Shopper sends at least one message. If you reach your monthly limit, new Shopper conversations are restricted until the next billing period, unless you have enabled overage billing. Pre-purchased conversation packs are applied before monthly quota and do not expire until used.

6.6 Upgrades and Downgrades

Upgrades take effect immediately; Paddle calculates a pro-rated credit or charge for the remainder of the period. Downgrades take effect at the next billing cycle.

6.7 Cancellation

Cancel at any time via the billing dashboard or by contacting us. Cancellation stops future billing and takes effect at the end of the current billing period. Your Shopper chat widget becomes inactive after that date.

6.8 Refunds

All fees are non-refundable except: (a) where required by applicable consumer protection law; or (b) in cases of billing error. Contact us within 14 days of the charge at support@shopilot.store.

6.9 Failed Payments and Suspension

If payment fails, Paddle will retry. If the outstanding balance is not cleared, the subscription moves to "past due" and chat access for Shoppers is suspended when the current period expires. Your data is retained during this period. Re-activate by updating your payment method via the Paddle portal.

7

Data, Privacy, and Processing

7.1 Privacy Policy

Our collection and use of personal data is described in our Privacy Policy, incorporated into these Terms by reference.

7.2 Merchant as Data Controller; Shopilot as Data Processor

For Shopper data processed through the AI chat widget, you are the data controller and Shopilot is the data processor acting on your instructions. You are responsible for:

  • Having a lawful basis for collecting and processing Shopper data.
  • Providing Shoppers with an adequate privacy notice that discloses the use of AI and third-party services.
  • Handling Shopper rights requests in accordance with applicable law.
  • Ensuring your use of Shopilot complies with GDPR, CCPA, KSA PDPL, UAE PDPL, and any other applicable privacy laws.

Where required by applicable law, Shopilot will enter into a Data Processing Agreement (DPA) with you. Contact support@shopilot.store to request one.

7.3 Merchant Content

You retain ownership of all Merchant Content. By uploading it, you grant Shopilot a limited, non-exclusive, royalty-free licence to host, store, process, and transmit that content solely to provide the Service — including sending your product catalog and system prompt to Google Vertex AI as part of AI inference. Shopilot does not use Merchant Content to train its own AI models.

7.4 Data Retention After Termination

Following account deletion or cancellation, Shopilot retains your data for up to 30 days to enable recovery from accidental deletion, after which all Merchant Content, Shopper conversations, and lead data are permanently deleted. Anonymized statistical aggregates may be retained indefinitely.

7.5 Third-Party Integrations

By connecting third-party services (e.g., WhatsApp Business), you authorize Shopilot to transmit data to those services on your behalf and agree to their terms. Shopilot is not responsible for third-party platform actions.

8

Intellectual Property

8.1 Shopilot IP

All rights, title, and interest in and to the Service — including underlying software, algorithms, AI models, user interface, trademarks, trade dress, and documentation — belong exclusively to Shopilot or its licensors. These Terms do not transfer any ownership rights to you. Any feedback you provide may be used by Shopilot without obligation.

8.2 Merchant Content IP

You represent and warrant that you own or have the necessary rights to all Merchant Content you upload, and that its use in connection with the Service does not infringe any third-party intellectual property rights. You are solely responsible for any claims arising from Merchant Content.

8.3 AI-Generated Content

AI-generated outputs (product descriptions, chat suggestions, lead scores, system prompt suggestions) are provided as-is. To the extent such outputs are copyrightable and attributable to your inputs, you own the right to use them for your business. Shopilot does not claim ownership of AI outputs generated on your behalf. You are responsible for reviewing AI-generated content before publishing it.

9

Confidentiality

Each party agrees to keep confidential any non-public information of the other party that is designated as confidential or that a reasonable person would understand to be confidential. This obligation does not apply to information that: (a) is or becomes publicly available through no breach of this agreement; (b) was known to the receiving party before disclosure; (c) is received lawfully from a third party; or (d) is required to be disclosed by law or court order.

Shopilot's confidentiality obligation does not restrict its ability to use anonymized or aggregated data that cannot be linked to you or your Shoppers.

10

Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

SHOPILOT DOES NOT WARRANT THAT: (a) THE AI ASSISTANT WILL PRODUCE ACCURATE OR COMPLETE RESPONSES; (b) THE SERVICE WILL MEET YOUR SPECIFIC BUSINESS REQUIREMENTS; (c) ANY DEFECTS WILL BE CORRECTED; OR (d) THE SERVICE IS FREE FROM SECURITY VULNERABILITIES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN THOSE JURISDICTIONS, THE ABOVE EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOPILOT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS.

IN ALL CASES, SHOPILOT'S AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF: (a) FEES PAID BY YOU IN THE THREE MONTHS PRECEDING THE CLAIM; OR (b) USD $100.

THE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN THOSE JURISDICTIONS, SHOPILOT'S LIABILITY IS LIMITED TO THE MINIMUM AMOUNT PERMITTED BY LAW.

12

Indemnification

You agree to indemnify, defend, and hold harmless Shopilot and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

  • Your use of the Service in violation of these Terms or applicable law.
  • Your Merchant Content, including any claim that it infringes third-party intellectual property rights.
  • Your configuration of the AI system prompt, including any harm caused to Shoppers by AI responses shaped by your configuration.
  • Your violation of any Shopper's rights, including privacy, consumer protection, or data subject rights.
  • Any claim by a Shopper arising from your products, descriptions, pricing, or the conduct of your business.
  • Your failure to maintain an adequate privacy notice on your website.
13

Termination

13.1 Termination by You

Cancel your subscription and close your account at any time via the dashboard. Data deletion is described in Section 7.4.

13.2 Termination by Shopilot

Shopilot may suspend or terminate your account, with or without notice, if:

  • You materially breach these Terms and fail to cure the breach within 14 days of written notice (where cure is possible).
  • You breach Section 4 (Acceptable Use) — suspension may be immediate if required to protect the platform or other users.
  • Your account is associated with illegal activity, fraud, or repeated abuse reports from Shoppers.
  • We are required to do so by law or court order.
  • You fail to pay fees and the outstanding balance is not cleared within 14 days of notice.

13.3 Effect of Termination

Upon termination: (a) your licence to use the Service immediately ends; (b) your Shopper-facing chat widgets become inactive; (c) sections that by their nature should survive (IP, liability, indemnification, governing law) remain in effect.

14

Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of [GOVERNING JURISDICTION], without regard to its conflict of laws principles.

Before initiating formal proceedings, you agree to contact us at support@shopilot.store and allow 30 days for good-faith resolution.

If the dispute is not resolved informally, it shall be submitted to the exclusive jurisdiction of [DISPUTE_FORUM]. You waive any objection to venue or jurisdiction in those courts.

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief to prevent irreparable harm.

15

General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any plan-specific documentation, constitute the entire agreement between you and Shopilot and supersede all prior agreements.

15.2 Severability

If any provision is held to be invalid or unenforceable, the remaining provisions continue in full force and effect.

15.3 No Waiver

Shopilot's failure to enforce any right or provision shall not constitute a waiver of that right or provision.

15.4 Assignment

You may not assign or transfer your rights or obligations without Shopilot's prior written consent. Shopilot may assign these Terms in connection with a merger, acquisition, or sale of assets, with notice to you.

15.5 Force Majeure

Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, war, cyberattacks, government orders, pandemic, or failures of third-party infrastructure (Google Vertex AI, Supabase, Paddle).

15.6 Notices

Legal notices from you must be sent to support@shopilot.store or to [LEGAL ENTITY NAME], [REGISTERED ADDRESS]. Notices from Shopilot will be sent to your account email. Notices are deemed received 24 hours after sending by email.

15.7 Changes to These Terms

If we make material changes, we will notify you by email at least 14 days before the new Terms take effect. Your continued use of the Service after that date constitutes acceptance.

16

Contact

For questions, support, or legal notices regarding these Terms:

Shopilot Legal

[LEGAL ENTITY NAME]

[REGISTERED ADDRESS]

support@shopilot.store