Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Merchant,” “you,” or “your”) and MerchantIQ (“we,” “our,” or “us”) governing your access to and use of the MerchantIQ platform, including SwitchIt™, Copilot, and all related Services (collectively, the “Services”).

By creating an account, installing our Shopify app, or otherwise accessing our Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a business entity, you represent that you have the authority to bind that entity.

If you do not agree to these Terms, please do not use our Services.

MerchantIQ provides an AI-powered shopping platform for Shopify D2C merchants. Our Services include:

• SwitchIt™: A full-screen AI shopping mode that overlays your Shopify storefront, enabling conversational product discovery, recommendations, and cart management.
• Copilot: A merchant-facing dashboard and analytics layer providing insights into shopper behaviour, AI interaction quality, and conversion data.
• Cross-Store Memory: An anonymised shopper memory network that enriches AI responses across participating MerchantIQ stores.
• API Access: Programmatic access to MerchantIQ services, subject to API rate limits and documentation.

We reserve the right to modify, suspend, or discontinue any feature of the Services at any time with reasonable notice to active subscribers.

To use our Services, you must create a MerchantIQ account and connect at least one Shopify store. You agree to:

• Provide accurate, current, and complete registration information
• Maintain the security of your account credentials
• Promptly notify us of any unauthorised account access
• Not share your account with third parties or create multiple accounts to circumvent limits
• Be responsible for all activity that occurs under your account, whether authorised by you or not

We reserve the right to suspend or terminate accounts that violate these Terms or that we suspect are being used fraudulently.

You agree to use our Services only for lawful purposes and in accordance with these Terms. You must not:

• Use the Services to sell prohibited, counterfeit, or illegal products
• Attempt to reverse engineer, decompile, or extract source code from our platform
• Use automated tools to scrape, crawl, or extract data from our Services
• Interfere with or disrupt the integrity or performance of our infrastructure
• Circumvent any access controls, rate limits, or security measures
• Use our AI systems to generate misleading, deceptive, or harmful content directed at shoppers
• Resell, sublicense, or otherwise transfer access to our Services to third parties without written consent
• Violate any applicable local, national, or international laws or regulations

Violation of these restrictions may result in immediate account suspension without refund.

Access to paid features of our Services requires a valid subscription. By subscribing, you authorise us to charge your payment method on a recurring basis according to your chosen plan.

• Billing cycle: Subscriptions are billed monthly or annually in advance, depending on the plan selected.
• Price changes: We will provide at least 30 days’ notice before changing subscription prices. Continued use after the effective date constitutes acceptance.
• Refunds: We offer a 14-day money-back guarantee for first-time subscribers. After that period, payments are non-refundable except where required by applicable law.
• Failed payments: If payment fails, we may suspend access to paid features after a 7-day grace period.
• Taxes: Prices exclude applicable taxes (GST, VAT, etc.), which will be added based on your billing location.

All intellectual property in the MerchantIQ platform, including software, AI models, branding, documentation, and content, is owned by or licensed to MerchantIQ. These Terms do not transfer any ownership rights to you.

We grant you a limited, non-exclusive, non-transferable, revocable licence to use our Services solely for your internal business purposes during your active subscription.

You retain ownership of your store data, product catalogue, and customer information. By connecting your Shopify store, you grant us a limited licence to access and process this data solely to provide the Services described herein.

If you provide feedback, suggestions, or ideas about our Services, you grant us an unrestricted, royalty-free right to use that feedback without obligation to you.

Our Services integrate with third-party platforms, most notably Shopify. Your use of integrated platforms is subject to their respective terms of service and privacy policies.

• We are not responsible for the availability, accuracy, or performance of third-party services.
• Changes to Shopify’s API or policies may affect our Services; we will endeavour to adapt promptly but cannot guarantee uninterrupted compatibility.
• You are responsible for ensuring your use of integrated services complies with their respective terms.

MerchantIQ is an independent service provider and is not affiliated with, endorsed by, or a partner of Shopify Inc. beyond participation in the Shopify Partner Program.

Our Services are 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, or non-infringement.

We do not warrant that:

• The Services will be uninterrupted, error-free, or secure
• AI-generated responses will be accurate, complete, or suitable for your business
• The Services will meet your specific requirements or expectations
• Defects will be corrected within any particular timeframe

To the fullest extent permitted by applicable law, MerchantIQ’s total liability to you for any claim arising from these Terms or your use of the Services shall not exceed the amount you paid to us in the 12 months preceding the claim.

We are not liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, even if we have been advised of their possibility.

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

• Your use of the Services in violation of these Terms
• Content you provide or products you sell through your store
• Your violation of any applicable laws or third-party rights
• Any dispute between you and your customers

We reserve the right to assume exclusive control of any matter subject to indemnification by you, and you agree to cooperate with our defence of such claims.

Your use of our Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Key points:

• We process shopper data solely to provide and improve the Services, not for independent commercial purposes.
• As a merchant, you are the data controller for your customers’ personal information. You are responsible for maintaining a lawful basis for processing.
• You must ensure your storefront privacy policy discloses your use of AI-powered tools, including MerchantIQ’s SwitchIt™ widget.
• Data Processing Agreements (DPAs) are available upon request for merchants subject to GDPR or similar regulations.

We continuously develop and improve our platform. We may add, modify, or remove features at any time. For material changes that affect core functionality, we will provide at least 14 days’ advance notice via email or in-app notification.

We may also:

• Perform scheduled maintenance with advance notice where possible
• Implement emergency changes without notice to protect security or comply with law
• Discontinue features that are rarely used, technically unsustainable, or incompatible with platform direction

If we discontinue a paid feature you rely on, you may be entitled to a pro-rated refund at our discretion.

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• Update the “Last updated” date at the top of this page
• Send email notification to account holders at least 14 days before changes take effect
• Display an in-platform notice prominently

Your continued use of our Services after changes take effect constitutes acceptance of the revised Terms. If you disagree with the changes, you may cancel your subscription before the effective date.

These Terms are governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. You consent to the exclusive jurisdiction of courts located in New Delhi, India for any disputes arising from these Terms or your use of the Services.

If you are accessing our Services from outside India, you remain subject to all applicable local laws and regulations in your jurisdiction.

We believe most disputes can be resolved amicably. Before initiating formal proceedings, you agree to:

• Contact us at hello@merchantiq.ai with a written description of the dispute
• Allow us 30 days to attempt good-faith resolution

If informal resolution fails, disputes shall be settled by binding arbitration under the Arbitration and Conciliation Act, 1996 (India), with a single arbitrator mutually agreed upon by both parties. Arbitration shall be conducted in English in New Delhi.

Notwithstanding the above, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm.

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible.

The remaining provisions of these Terms shall continue in full force and effect. The failure of MerchantIQ to enforce any right or provision does not constitute a waiver of that right or provision.