StoreClerk Shopify App Terms and Conditions

Preamble

InfiniAI Unternehmergesellschaft (haftungsbeschränkt) offers an AI-powered chatbot service ("StoreClerk") designed for integration into retailers' websites, applications, and other digital platforms, along with associated services (the "StoreClerk Services"). These terms of service (the "StoreClerk Terms of Service") are entered into by InfinitAI Unternehmergesellschaft (haftungsbeschränkt) and the Customer (the retailer using our services).

This Agreement applies to any Subscription, access, or use of the StoreClerk Services by the Customer.

These StoreClerk Terms of Service are effective as of the Effective Date and shall continue for the duration specified in the Subscription, unless terminated earlier in accordance with these terms.

1. Definitions

"Agreement" or "Service Agreement": means the agreement entered into by and between the Parties, composed of:
- The "Subscription Order"
- These "StoreClerk Service Specific Terms"
- The "Terms of Use"
- The "Data Processing Agreement"
- All materials referred or linked to in the above-mentioned documents
"StoreClerk Services": means the AI-powered chatbot and associated services provided by InfinitAI Unternehmergesellschaft (haftungsbeschränkt) to the Customer under these Terms of Service.
"Customer": means the retailer or business entity subscribing to and using the StoreClerk Services.
"End User": means an individual user of the Customer's platform interacting with the StoreClerk chatbot.
"Conversation": means the interactive exchange between an End User and the StoreClerk chatbot, which includes End User Queries and the Responses generated by StoreClerk.
"Effective Date": means the earlier of (i) the date the Customer first integrates or uses the StoreClerk Services or (ii) the date the Customer accepts these Terms of Service.

2. Purpose and Scope

This Agreement sets forth the rights and responsibilities of InfinitAI Unternehmergesellschaft (haftungsbeschränkt) and the Customer in connection with the Subscription to, integration, and use of the StoreClerk Services.

3. Acceptance

Any integration, access, use, or Subscription to the StoreClerk Services implies the Customer's unreserved agreement to the StoreClerk Terms of Service. By clicking on "I agree" (or any similar button or checkbox) at the time of Subscription to the StoreClerk Services, or by signing a Subscription Order, the Customer expressly agrees to be bound by this Agreement.

4. The StoreClerk Services

4.1 StoreClerk Chatbot

StoreClerk consists of an AI-powered chatbot service designed for integration into the Customer's digital platforms. It allows End Users to interact with our retail-focused AI model to generate text Responses. The specific capabilities and features of StoreClerk are described on our website and may vary based on the Customer's Subscription Plan.

License

InfinitAI Unternehmergesellschaft (haftungsbeschränkt) grants the Customer a worldwide, revocable, non-exclusive, non-sublicensable right to integrate and use the StoreClerk Services within their own digital platforms for the purpose of providing chatbot functionality to their End Users, for the Subscription Term, in compliance with this Agreement and applicable law.

Integration and Customization

InfinitAI Unternehmergesellschaft (haftungsbeschränkt) will provide necessary documentation and support for the Customer to integrate the StoreClerk chatbot into their digital platforms. The Customer may customize certain aspects of the chatbot's appearance and behavior as specified in the documentation.

Restrictions

The Customer is not allowed to resell, white-label, or grant a sub-license to the StoreClerk Services to any third party without our explicit written consent.

Data Usage and Privacy

The Customer retains ownership of all End User data. InfinitAI Unternehmergesellschaft (haftungsbeschränkt) is authorized to access and use Conversation data to improve its AI models and the StoreClerk Services, subject to the following conditions:

The Customer must ensure that their End Users are informed about the use of an AI chatbot and obtain necessary consents.
The Customer must not allow the transmission of sensitive Personal Data through the StoreClerk chatbot.
InfinitAI Unternehmergesellschaft (haftungsbeschränkt) will process all data in compliance with GDPR and applicable data protection laws.

Customers will have options to:

Request deletion of specific Conversation data
Opt-out of allowing their data to be used for improving our AI models

4.2 StoreClerk Services Availability

InfinitAI Unternehmergesellschaft (haftungsbeschränkt) will use commercially reasonable efforts to make the StoreClerk Services available 24/7. However, the Customer acknowledges that due to various factors, including maintenance and technical issues, the StoreClerk Services may experience periods of downtime.

4.3 StoreClerk Moderation Policy

StoreClerk is designed to assist with retail-related queries and interactions. We have implemented measures to prevent the generation of harmful or unlawful content. The Customer agrees to implement appropriate safeguards to prevent misuse of the StoreClerk chatbot by End Users.

5. Customer Responsibilities

The Customer is responsible for:

Properly integrating the StoreClerk chatbot into their digital platforms
Ensuring the security and proper functioning of their own systems that interact with StoreClerk
Complying with all applicable laws and regulations in their use of StoreClerk
Obtaining necessary consents from End Users for the use of an AI chatbot
Providing first-line support to their End Users for issues related to the chatbot

6. Fees and Payment

Fees for the StoreClerk Services will be as specified in the Subscription Order. The Customer agrees to pay all fees in accordance with the payment terms set forth in the Subscription Order.

7. Changes to these StoreClerk Terms of Service

InfinitAI Unternehmergesellschaft (haftungsbeschränkt) may update these Terms of Service at any time. For substantial modifications, we will provide at least 30 days' notice before the changes take effect.

8. Termination

Either party may terminate this Agreement for cause if the other party breaches any material term of this Agreement and fails to cure such breach within 30 days after written notice.

9. Limitation of Liability

InfinitAI Unternehmergesellschaft (haftungsbeschränkt)'s liability shall be limited to the extent permitted by applicable law. In no event shall InfinitAI Unternehmergesellschaft (haftungsbeschränkt) be liable for any indirect, incidental, special, consequential, or punitive damages.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Germany. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [specify city], Germany.

11.1 Roles: For the purposes of GDPR, the Customer is the data controller and InfinitAI Unternehmergesellschaft (haftungsbeschränkt) is the data processor for any personal data of End Users processed through the StoreClerk Services.

11.2 Data Processing Agreement: The parties agree to comply with the Data Processing Agreement, which forms an integral part of this Agreement and sets out the terms and conditions for the processing of personal data.

11.3 Data Protection Measures: InfinitAI Unternehmergesellschaft (haftungsbeschränkt) implements and maintains appropriate technical and organizational measures to protect personal data, as detailed in our Security Policy [link to policy].

11.4 Data Subject Rights: InfinitAI Unternehmergesellschaft (haftungsbeschränkt) will assist the Customer in responding to requests from data subjects exercising their rights under GDPR, to the extent possible given the nature of the processing.

11.5 Data Transfers: Any transfers of personal data outside the European Economic Area will be conducted in compliance with GDPR requirements, using appropriate safeguards such as Standard Contractual Clauses.

11.6 Data Breach Notification: InfinitAI Unternehmergesellschaft (haftungsbeschränkt) will notify the Customer without undue delay upon becoming aware of a personal data breach affecting the Customer's data.

12. German Legal Requirements for SaaS Providers

12.1 Transparency: InfinitAI Unternehmergesellschaft (haftungsbeschränkt) commits to maintaining transparency in its operations and will provide the Customer with clear information about the location of data storage and processing.

12.2 Data Localization: Unless otherwise agreed, all Customer and End User data will be stored on servers located within Germany or the European Union.

12.3 IT Security: InfinitAI Unternehmergesellschaft (haftungsbeschränkt) adheres to the IT security standards as recommended by the German Federal Office for Information Security (BSI).

12.4 Audit Rights: The Customer has the right to audit InfinitAI Unternehmergesellschaft (haftungsbeschänkt)'s compliance with data protection and security measures, subject to reasonable notice and not more than once per year, unless required by a supervisory authority.

12.5 Exit Management: Upon termination of the Agreement, InfinitAI Unternehmergesellschaft (haftungsbeschränkt) will support the Customer in the orderly return of data and transition to another service provider, if requested.

13. Intellectual Property Rights

13.1 Ownership of AI Model: InfinitAI Unternehmergesellschaft (haftungsbeschränkt) retains all rights, title, and interest in and to the StoreClerk Services, including the AI model and any improvements or modifications thereof.

13.2 Customer Data: The Customer retains all rights, title, and interest in and to the Customer Data, including any inputs provided to the StoreClerk chatbot.

13.3 AI-Generated Content: The ownership and intellectual property rights of content generated by the StoreClerk chatbot shall be as follows: a) Generic responses or information: These shall remain the property of InfinitAI Unternehmergesellschaft (haftungsbeschränkt). b) Customer-specific responses based on Customer Data: These shall be owned by the Customer. c) Novel content created through the interaction of the AI with End User queries: These shall be jointly owned by InfinitAI Unternehmergesellschaft (haftungsbeschränkt) and the Customer, with each party having the right to use such content without accounting to the other.

13.4 Feedback: Any feedback, suggestions, or ideas provided by the Customer regarding the StoreClerk Services may be used by InfinitAI Unternehmergesellschart (haftungsbeschränkt) without any obligation to the Customer.

14. Retail Chatbot Regulations and Compliance

14.1 Transparency: The Customer must ensure that End Users are clearly informed that they are interacting with an AI chatbot and not a human agent.

14.2 Accuracy of Information: While InfinitAI Unternehmergesellschaft (haftungsbeschränkt) strives for accuracy, the Customer acknowledges that the AI may occasionally provide inaccurate information. The Customer is responsible for reviewing and correcting any critical information provided to End Users.

14.3 Consumer Protection: The Customer must ensure that the use of the StoreClerk chatbot complies with all applicable consumer protection laws, including but not limited to: a) Providing accurate product information b) Adhering to pricing regulations c) Complying with advertising standards d) Respecting consumer rights regarding returns and refunds

14.4 Age Restrictions: If the Customer's products or services are age-restricted, they must implement appropriate measures to verify user age before allowing interaction with the StoreClerk chatbot for such products or services.

14.5 Financial Advice: The StoreClerk chatbot is not designed to provide financial advice. The Customer must ensure that the chatbot is not used for providing financial or investment advice unless explicitly agreed upon and with appropriate regulatory compliance measures in place.

14.6 Healthcare Information: If the Customer operates in the healthcare sector, they must ensure compliance with relevant healthcare regulations and must not use the StoreClerk chatbot for providing medical advice or diagnosis.

14.7 Continuous Monitoring: The Customer agrees to continuously monitor the StoreClerk chatbot's interactions and promptly address any compliance issues that may arise.

15. Miscellaneous

15.1 Entire Agreement: This Agreement, including all referenced documents, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

15.2 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in effect and the parties will negotiate in good faith to substitute a valid and enforceable provision that most closely approximates the original intent and economic effect of the invalid provision.

15.3 No Waiver: No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

15.4 Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control.

15.5 Assignment: Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party, which shall not be unreasonably withheld.

15.6 Notices: All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; and upon receipt, if sent by certified or registered mail, return receipt requested.

15.7 Survival: Sections on Confidentiality, Intellectual Property Rights, Limitation of Liability, and any other provisions which by their nature are intended to survive, will survive the termination or expiration of this Agreement.