Terms of Service

Service Description

PalUp is an AI-powered sales agent that embeds on Shopify stores through a chat widget. The AI recommends products, handles objections, creates urgency, and closes sales on behalf of the merchant. Attribution is tracked via UTM parameters on every AI-generated checkout link and reconciled via Shopify order webhooks.

Eligibility

PalUp is available to Shopify merchants with active stores. Merchants must be legally authorized to enter into this agreement on behalf of their business. Restricted industries (illegal products, adult content, weapons, controlled substances, gambling) are not eligible.

Billing

• Default tier: 5% of AI-attributed GMV, billed monthly through Shopify Billing API usage charges.
• Scale tier: 3.5% of AI-attributed GMV, auto-activated when AI-attributed GMV exceeds $20,000 in a calendar month.
• Enterprise tier: custom rate and terms for merchants generating $100,000+/month in AI-attributed GMV. Contact for details.
• Free to install. Free to use. If PalUp generates no attributed sales in a billing period, the merchant owes $0.

Attribution Methodology

PalUp only bills for sales it can attribute to AI-generated activity. Primary attribution is via UTM parameters on every checkout link the AI produces. Secondary attribution is via session matching (same browser session within 24 hours). Tertiary is via browser fingerprint matching (30-day window). Disputed attribution is resolved in the merchant's favor — if attribution confidence is below 70%, the sale is not billed.

Refunds and Chargebacks

If a merchant or customer disputes a charge through Shopify Billing API or via credit card chargeback, PalUp does not contest chargebacks below $500. For larger disputes, PalUp reviews attribution evidence and may provide documentation to the dispute process. If a customer returns or refunds an AI-attributed order within 30 days, the corresponding PalUp fee is credited back on the next billing cycle.

Data Processing Addendum (DPA)

Merchants processing EU resident or California resident personal data are deemed controllers, and PalUp acts as a processor under GDPR Article 28. A Data Processing Addendum is automatically incorporated by reference and is available at palup.ai/dpa. By installing PalUp, merchants accept the DPA.

Acceptable Use

• No illegal products or services.
• No harassment, discrimination, or abusive content directed at customers.
• No attempts to manipulate the AI into making unauthorized discounts, refunds, or representations.
• No reverse engineering, bot attacks, or scraping of PalUp's systems.
• Violations may result in immediate suspension and invoicing for usage to date.

Intellectual Property

PalUp retains all rights to its technology, including the AI models, conversational patterns, and orchestration code. AI-generated content within a merchant's conversations (product descriptions, responses, objection handling) is licensed to the merchant for use in connection with the merchant's store. Aggregated, anonymized conversational data may be used by PalUp to improve its AI models across all merchants.

Warranty Disclaimers

PalUp is provided AS-IS and AS-AVAILABLE. PalUp does not warrant uninterrupted service, specific conversion lift, or freedom from errors. Stated conversion-lift figures (e.g., 8% typical) are illustrative and not guaranteed. Merchants are responsible for reviewing AI-generated responses for brand alignment and setting appropriate guardrails.

Limitation of Liability

To the maximum extent permitted by law, PalUp's total liability to any merchant is capped at the fees paid by that merchant in the 12 months preceding the event giving rise to the claim. PalUp is not liable for indirect, incidental, consequential, or punitive damages.

Indemnification

• Merchants agree to indemnify PalUp against claims arising from: their violation of this agreement, their violation of law, their product or service quality, their sales or customer communications (including AI-assisted conversations if the merchant fails to set appropriate guardrails).
• PalUp agrees to indemnify merchants against claims arising from: PalUp's infringement of third-party intellectual property rights, PalUp's breach of data protection obligations, or PalUp's gross negligence or willful misconduct.

Force Majeure

Neither party is liable for failure to perform due to causes beyond reasonable control: natural disasters, war, terrorism, labor disputes, pandemics, government orders, internet or power outages, or third-party service failures (including Shopify, Anthropic, or Google Cloud outages).

Termination

• Merchant may uninstall PalUp at any time through the Shopify admin. Uninstall triggers Shopify's shop/redact webhook; all data is deleted within 30 days.
• PalUp may suspend or terminate service with 30 days' notice for any reason, or immediately for acceptable-use violations or non-payment.
• Final invoice covers attributed sales up to the termination date. No refunds for partial months unless required by law.

Modification

PalUp may update these terms with 30 days' advance notice emailed to merchants. Continued use after the effective date constitutes acceptance. Material changes (pricing, data handling, liability) will be flagged prominently. Merchants who disagree with changes may uninstall before the effective date.

Notices

Legal notices to PalUp: legal@palup.ai. Legal notices to merchants: sent to the email address on file with Shopify. Notices are deemed received on the business day following transmission.

Governing Law and Dispute Resolution

These terms are governed by the laws of Delaware, United States. Disputes are resolved by binding arbitration in Wilmington, Delaware, under AAA (American Arbitration Association) rules. English is the governing language. Class action and collective arbitration are waived.

Assignment

Merchants may not assign this agreement without PalUp's written consent. PalUp may assign this agreement in connection with a merger, acquisition, or sale of assets, with notice to merchants.

Entire Agreement; Severability

These terms, together with the Privacy Policy and DPA, constitute the entire agreement between the parties. If any provision is held unenforceable, the remaining provisions remain in effect.