Tycoon Merchant Terms of Service

These Merchant Terms of Service are the agreement between GIXODIA L.L.C-FZ and the business that installs or uses Tycoon: AI Store Agent. Tycoon Agent is a brand of GIXODIA L.L.C-FZ. Please read them together with our Privacy Policy, Data Processing Addendum, Plans, Billing and Refunds, Acceptable Use Policy, About our AI, Sub-processors and Cookies pages.

1. Who we are and how these Terms apply#

1.1 Parties. These Terms are a binding agreement between GIXODIA L.L.C-FZ, a limited liability company registered in the Meydan Free Zone, Dubai, United Arab Emirates, under formation number 2644769 and business licence number 2644769.01 ("GIXODIA", "we", "us", "our"), and the business that installs, accesses or uses the Service (the "Merchant", "you", "your"). Tycoon Agent is a brand of GIXODIA L.L.C-FZ.

1.2 Acceptance. A store owner or authorised staff member accepts these Terms and the DPA by clicking to accept them in the App before using it. We record the store, the staff user, the document, its version, the time and the screen where it was accepted. Accepting, approving a plan charge in Shopify, or using the Service each confirms your agreement. If you accept for a business, you confirm that you have authority to bind it.

1.3 Business use only. The Service is offered only to businesses. You confirm that you are acting for the purposes of your trade, business or profession and not as a consumer.

1.4 Documents that form this agreement. These Terms incorporate the Data Processing Addendum ("DPA"), the Plans, Billing and Refunds policy ("Billing Policy") and the Acceptable Use Policy ("AUP"). The Privacy Policy, About our AI, Sub-processors and Cookies pages describe how we handle data and how the AI works. If documents conflict: the DPA governs the processing of personal data on your behalf; then a signed order form for an Empire plan, if any; then these Terms; then the Billing Policy and the AUP.

2. Definitions#

In these Terms:

• "App" or "Service" means Tycoon: AI Store Agent, including the storefront agent, the theme app extension, the App Proxy endpoints, the dashboard embedded in your Shopify admin, the standalone dashboard at app.tycoonagent.ai, the Store Manager reports, related APIs, documentation and updates.
• "Agent" means the AI sales associate that the App places in your online store.
• "AI Output" means any text, recommendation, answer, summary, report, product card, cart action or other content generated or performed by the Service's AI features.
• "Approved Facts" means facts about your store (for example policies, shipping times, opening hours or product details) that you, or someone you authorise, approved in the App for the Agent to use.
• "Conversation" means one shopper session in a 24 hour window with at least one reply written by the AI model, up to 10 model turns; an 11th turn opens a new Conversation. The Billing Policy lists what does not count.
• "Demo" means the demonstrations offered on tycoonagent.ai and demo.tycoonagent.ai, described in Section 5.
• "Economy Mode" means the mode described in Section 9.4, in which the Agent works without the AI model.
• "Merchant Content" means the settings, instructions, rules, Approved Facts, playbooks, corrections, brand voice notes, files and other content you or your staff provide.
• "Owner Rules" means the discount and offer rules you set in the App that decide whether, when and which discount codes or offers the Agent may present.
• "Shopper" means a visitor to or customer of your store who sees or uses the Agent.
• "Shopify" means Shopify Inc. and its affiliates.
• "Store Data" means data the App reads from your store through Shopify's APIs with the permissions (access scopes) you grant, such as products, variants, prices, inventory, collections, policies, theme settings and, for features that need them, order, return and fulfilment data without customer identity fields.
• "Chat Data" means Shopper messages, transcripts, session identifiers, cart actions, leave-a-message submissions and related events processed through the Agent.

Headings are for convenience. "Including" means "including without limitation".

3. Eligibility and accounts#

3.1 Who may use the Service. You must operate a Shopify store, be legally able to enter into contracts, and be at least 18 years old or the age of majority where you are, whichever is higher. The App is installed by a Shopify store owner or by staff with the Shopify permissions needed to install apps.

3.2 Staff. You decide which staff can use the App through Shopify's staff permissions and, for the standalone dashboard, through the seats your plan includes. You are responsible for everything done under your store's access and for your staff's compliance with these Terms.

3.3 Standalone dashboard login. You may sign in to app.tycoonagent.ai with your Shopify login or with an email address and password. You must keep credentials confidential, use a strong unique password, and switch on two-factor authentication where offered. Tell us without delay at tycoonagent6@gmail.com if you suspect unauthorised access.

3.4 Sanctions and export control. You confirm that you, and anyone who owns or controls you, are not located, organised or ordinarily resident in a country or territory subject to comprehensive sanctions, and are not named on, or owned or controlled by anyone named on, a sanctions or restricted-party list maintained by the United Nations, the United Arab Emirates, the United States, the European Union or the United Kingdom. You must not use or give access to the Service in breach of export-control or sanctions laws. We may screen against such lists and may suspend or end the Service immediately if continuing would breach them.

4. The Service#

4.1 The Agent. Depending on your plan and settings, the Agent can answer Shoppers' questions about your products and store, ask questions to understand a Shopper's need, recommend products, show product cards with live prices and stock, add items to the cart when the Shopper asks for or confirms it, present offers and discount codes allowed by your Owner Rules, show logged-in Shoppers the status of their own orders, take a message when you are not available, and offer a hand-off to a human through the channels you configure.

4.2 The dashboards. The dashboard in your Shopify admin and the standalone dashboard let you configure the Agent, approve facts and playbooks, set Owner Rules, review conversations, see knowledge gaps, read analytics and Store Manager reports, and manage notifications. Features differ by plan, as shown in the App and in the Billing Policy.

4.3 Checkout stays in Shopify. Orders are placed only in Shopify's checkout. The Service does not take payments, does not place orders on a Shopper's behalf, does not add paid items without the Shopper's request or confirmation, and does not change your shipping options or tax settings.

4.4 Measurement. On plans that include it, the Service links conversations to later orders using an opaque attribution identifier on the cart and marks items the Agent adds with a line-item property. These are written to your Shopify store and orders, are controlled by you, and are used only where the Shopper's analytics consent is signalled through Shopify's customer privacy tools.

4.5 Digital delivery. The Service is software delivered online. It is supplied when you install the App and, for a paid plan, when you approve the charge in Shopify. There is no physical delivery.

4.6 Requirements. The Service needs an active Shopify store with the Online Store sales channel, a theme that supports app embeds, the access scopes the App requests, and a supported browser. Some features depend on your Shopify plan, your region or your settings.

4.7 Changes to the Service. We improve the Service continuously and may add, change or remove features. If we remove a core feature of your paid plan or materially reduce it, we will give you at least 30 days' notice, unless the change is required sooner by law, by Shopify, by a provider or for security. You may then cancel as described in Section 17.

5. The Demo#

5.1 What it is. On tycoonagent.ai we offer a sample demo with an invented store, and a personal demo built from the public pages of a store that you confirm you own or manage. The live store demo on demo.tycoonagent.ai shows the Agent working over that owner-confirmed store and has no checkout.

5.2 Your confirmation. You may request a personal demo only for a store you own or are authorised to manage. You must confirm this on the form and accept the terms shown there. We may refuse or end any demo.

5.3 Nature of the Demo. The Demo is an illustration, not your live store and not an offer to sell anything to anyone. It reads public store data at the time it runs; prices and stock can change at any moment. Answers can be wrong. Personal demo links expire after 7 days, and you can delete your demo and your details at any time from the demo page or by writing to us.

5.4 Demo use and liability. The AUP applies to the Demo, including its rules against automated requests, scraping and attempts to manipulate the AI. The Demo is free and provided "as is". To the extent the law allows, our total liability arising from the Demo is limited to USD 100.

6. Your responsibilities#

6.1 Accurate store data. You are responsible for the accuracy, completeness and lawfulness of your Store Data and Merchant Content, including product descriptions, ingredients, sizes, claims, prices, stock, shipping, returns and other policies. The Agent reads what is in your store; if your data is wrong, outdated or not yet synced, the Agent's answers may be wrong too.

6.2 Approved Facts. You must approve only facts that are true, current and that you are entitled to state, and you must update or withdraw them when they change. The Agent treats Approved Facts as your statements.

6.3 Discounts and offers only through Owner Rules. The Agent presents a discount code or offer only if your Owner Rules allow it and the code is verified live in your store. You decide which codes and offers to allow and on what conditions. Any code you make available to the Agent may reach any Shopper who meets your conditions. You must honour codes and offers you allowed, in line with your store's terms.

6.4 Notices to Shoppers. You must: (a) tell Shoppers in your store's privacy notice that you use a third-party AI assistant, that chats are saved and shared with your store and our AI providers, and link to or describe our processing; (b) run a consent banner or Shopify's customer privacy tools where the law requires consent, because the Agent relies on those signals; and (c) give Shoppers any other information the law of your markets requires.

6.5 AI disclosure and human option stay on. You must not hide, remove or alter the Agent's notice that Shoppers are talking to an AI, must not instruct the Agent to claim or imply that it is human, and must keep at least one way for Shoppers to reach a person.

6.6 Hand-off channels. If you enable a hand-off or messaging channel, you are responsible for that channel, for answering Shoppers who use it, and for your communications with them.

6.7 Lawful instructions. You must not instruct the Agent to make claims you cannot substantiate (for example health, medical, therapeutic, environmental or performance claims), to discriminate, to pressure Shoppers with false urgency or scarcity, or to collect sensitive personal data. The Acceptable Use Policy applies.

6.8 Your sales and your Shoppers. The sale and the relationship with each Shopper are between you and that Shopper. You are responsible for your products, their safety and legality, pricing, delivery, returns, refunds, customer service, marketing, and compliance with the consumer-protection, advertising, pricing, language and accessibility laws that apply to your sales.

6.9 Supervision and AI literacy. You must test the Agent on your store before going live, review conversations and knowledge gaps from time to time, correct your data and settings when you see a problem, and make sure the staff who configure and supervise the Agent understand how it works and its limits.

7. AI Output: how it works and its limits#

7.1 How answers are produced. AI Output is generated automatically by large language models operated by third-party providers listed on our Sub-processors page. Nobody reviews AI Output before a Shopper sees it.

7.2 Facts come from your store, not from the model. The Service is designed so that the AI model is never the source of a price, stock state, delivery date, discount code or factual claim about your store. Prices and stock are read live for each turn; discount codes are offered only through your Owner Rules and verified live; other store facts come from your Store Data and Approved Facts. Every draft answer is checked by automated guards before it is shown, and answers are not streamed.

7.3 Errors remain possible. These safeguards reduce risk but cannot remove it. AI Output may be inaccurate, incomplete, outdated, inconsistent or unsuitable, including about product suitability, ingredients, sizing, compatibility or care, and even when your Store Data is correct. AI Output may differ between Shoppers and over time.

7.4 Checkout prevails; no binding offers. The prices, discounts, taxes, shipping costs and availability shown in Shopify's checkout are authoritative and prevail over anything said in the chat. AI Output is not an offer, promise, warranty or price commitment by you or by us, and the Agent has no authority to make one on your or our behalf. As between you and us, you decide how to deal with a Shopper who relied on AI Output.

7.5 No professional advice. AI Output is general product information. It is not medical, health, legal, financial, safety or other professional advice.

7.6 Honest about being AI. The Agent tells Shoppers that it is an AI and always offers a way to reach a person. It presents at most one offer in a turn and none when a Shopper appears upset, skeptical or hesitant.

7.7 No guaranteed results. We do not promise any increase in sales, conversion, order value or any reduction in support workload. Analytics, attributed revenue and lift estimates in the App are estimates based on the data available and the method described in the App; they are not guarantees or audited figures.

7.8 Automated actions. Within your settings, the Service performs some actions automatically: it adds items to a cart when a Shopper asks or confirms, may show proactive messages on plans that include them, and may show logged-in Shoppers their own order status. It does not place orders, take payments, issue refunds or change shipping options. You can switch optional automated features off in the App.

7.9 Report problems. If you see AI Output that is harmful, unlawful or seriously wrong, tell us promptly at tycoonagent6@gmail.com and correct the Store Data, Approved Facts or settings that caused it. We will investigate, but we are not obliged to monitor conversations.

7.10 Allocation of risk. You are a business that chooses to deploy an automated assistant knowing the limits in this Section, and you control the Store Data, Merchant Content and settings from which AI Output is produced. Our fees reflect this. Accordingly, to the extent the law allows and subject to Section 19.5: (a) we are not liable for AI Output or for reliance on it, except to the extent the AI Output resulted from our breach of these Terms or the DPA, or from our fraud, gross negligence or wilful misconduct; and (b) claims by Shoppers or other third parties about AI Output on your store fall within your indemnity in Section 20.1.

8. Acceptable use#

You must comply with the Acceptable Use Policy. It lists prohibited products and uses, including illegal goods, deceptive claims, age-restricted products without controls, medical claims, targeting minors, abuse of the Demo, jailbreak and prompt-injection attempts, reverse engineering and overloading the Service. We may enforce it as described in the AUP and in Section 16.

9. Plans and billing through Shopify#

9.1 Shopify billing only. All charges are made through Shopify's managed pricing and appear on your Shopify invoice. We never ask for your card details and do not accept payment in any other way. You approve every plan and charge in Shopify before it starts. Shopify's terms govern payment methods, failed payments and chargebacks.

9.2 Plans and prices. Plans, prices, conversation allowances and features are shown on Shopify's plan selection page for the App, in the App and in the Billing Policy. Prices are set in US dollars; if Shopify bills you in a supported local currency, Shopify charges the converted amount.

9.3 Trials. Where a plan includes a free trial, its length and any conversation cap during the trial are shown before you approve the plan. Unless you cancel or move to the Free plan before the trial ends, the paid plan starts and Shopify bills you.

9.4 Conversation allowance and Economy Mode. Each plan includes a monthly allowance of Conversations. We alert you in the App when you reach 80% and 100% of it. When the allowance, or a fair-use safeguard described in the Billing Policy, is reached, the Agent switches to Economy Mode until the next billing period or until you change plan: it keeps showing product cards with live prices, Approved Facts, add to cart, the checkout button and the human hand-off, but does not write new answers with the AI model. We never charge overage, never upgrade you automatically and never hide the Agent because a cap was reached.

9.5 No credit purchases. Additional conversation credits are not on sale. If we offer them in future, it will be only through Shopify's billing and only with your separate approval.

9.6 Plan changes. You can upgrade or downgrade at any time from the App or Shopify's plan page. Shopify applies the change and handles any proration or credit under its billing rules.

9.7 Price changes. We may change prices or plan contents. If a change increases what you pay or reduces what your plan includes, we will give you at least 30 days' notice in the App and by email to your store contact before it applies to you, and Shopify may ask you to approve the new charge. You may cancel before it takes effect.

9.8 Taxes. Prices exclude taxes. Where Shopify is required to collect taxes on app charges, it calculates and charges them on your Shopify invoice. Otherwise you are responsible for taxes that apply to your purchase, including under a reverse-charge rule.

9.9 Refunds. Fees are non-refundable except as stated in the Billing Policy or required by law. Any refund or credit is issued only through Shopify's billing system.

10. Data protection and privacy#

10.1 Roles. For personal data in Store Data and Chat Data that we process to provide the Service to you, you are the controller and GIXODIA is your processor or service provider, and the DPA applies. For your account, login, billing and support data, our own marketing and Demo leads, security logs and service metrics, GIXODIA is an independent controller under the Privacy Policy.

10.2 Minimal Shopper data. The App requests Shopify protected customer data at Level 1 only and does not request Shoppers' names, email addresses, phone numbers or addresses from Shopify. A Shopper may type contact details into the leave-a-message form or the chat; those are processed under the DPA and kept for your plan's transcript period.

10.3 Privacy requests. We respond to Shopify's mandatory privacy webhooks (customer data requests, customer redaction and shop redaction) as described in the DPA.

10.4 No sale of data. We do not sell or share personal data received through the Service, and we do not use it for advertising.

10.5 Contact with Shoppers. We do not contact your Shoppers outside the sessions they start in your store, except as you instruct through the Service.

10.6 Security incidents. We notify you of personal data breaches as set out in the DPA.

11. No training on your data; the Improvement Program#

11.1 No training. We do not use Store Data, Chat Data, Merchant Content or any data received from Shopify, including anonymised, aggregated or derived forms, to create, develop, train, fine-tune or improve any machine learning or AI system, ours or anyone else's, unless you give prior written consent. We contract with our AI providers so that they do not train their models on this data.

11.2 Your store's own learning. The Agent adapts to your store using your store's own data only, for example which questions lead to a purchase in your store. That learning is kept for your store, is never shared with or used for another store, and does not train any AI model.

11.3 Improvement Program. Where we offer it in the App, you may join the optional Tycoon Improvement Program by ticking its separate, unticked box. Joining is never a condition of the Service. If you join, you consent, for your store's data from the time of joining, to our de-identifying it (removing Shopper personal data and store-identifying details, and dropping anything that cannot be cleaned), combining it with data from other participating stores only in aggregates that include at least 5 stores, and using the result to improve the Service for all merchants through changes to our software reviewed by our team. Program data is never used to train, fine-tune or evaluate an AI model, and nothing from it flows automatically into any store's Agent. We may offer an incentive for joining, as shown in the App at the time. You may leave at any time in Settings; we then stop collection at once, delete your store's program records and recompute the aggregates without them.

12. Intellectual property#

12.1 Our property. GIXODIA and its licensors own the Service, including software, models, prompts, guards, designs, documentation and the Tycoon name and marks. These Terms grant no rights except those expressly stated.

12.2 Your licence. Subject to these Terms and to payment of fees for paid plans, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right, while your plan is active, to use the Service for the store or stores on which it is installed and within your plan's limits.

12.3 Restrictions. You must not, and must not allow anyone to: (a) copy, resell, sublicense or provide the Service to others as a service bureau; (b) reverse engineer, decompile or try to extract source code, prompts, guard logic or system instructions, except where the law expressly allows it despite this restriction; (c) circumvent usage limits, Economy Mode, security or access controls; (d) use the Service or its output to build or train a competing product or model; or (e) use the Service in breach of law, of Shopify's terms or of the AUP.

12.4 Your content. You keep all rights in your Store Data, Merchant Content and brand assets. You grant GIXODIA a worldwide, non-exclusive, royalty-free licence, for as long as we provide the Service, to host, copy, process, adapt and display them only to provide, secure and support the Service for you and as the DPA allows.

12.5 AI Output. As between you and us, and to the extent the law allows, you own the AI Output produced for your store and we assign to you any rights we may have in it. AI Output may not be protected by copyright and may resemble output produced for others.

12.6 Feedback. If you send us ideas or suggestions, we may use them freely and without obligation to you. Feedback does not include your Store Data or Chat Data.

12.7 Service metrics. We may compile operational metrics that do not identify you, your staff or your Shoppers (for example latency, error rates, Conversation counts and AI cost) to operate, secure and bill the Service. We do not use them for competitive benchmarking of merchants.

12.8 Publicity. We will not name you or show your store as a customer without your prior written consent.

13. Confidentiality#

13.1 Each party will keep the other party's non-public information received under these Terms confidential, use it only to perform these Terms, protect it with at least reasonable care, and disclose it only to its personnel, advisers and providers who need it and are bound by similar duties, or where the law requires (with prompt notice where lawful).

13.2 Information is not confidential if it is or becomes public without breach, was already known to the recipient, is received lawfully from a third party, or is independently developed.

13.3 These duties last for 3 years after these Terms end, and for as long as the information remains a trade secret or personal data.

14. Shopify and other third parties#

14.1 Shopify. We, not Shopify, are solely responsible for the App. Shopify is not liable for any fault in the App or any harm that may result from its installation or use. Unless Shopify states otherwise, Shopify cannot provide support for the App. Your use of Shopify is governed by your agreement with Shopify, and Shopify may change or withdraw APIs or features in a way that affects the Service. Tycoon is an independent app built for Shopify; it is not made, endorsed or sponsored by Shopify.

14.2 Providers. The Service relies on providers we select, including AI model providers (currently Anthropic and, only if we switch it on, Google's Gemini API as a fallback) and Cloudflare for hosting, storage, email and security. They are listed on the Sub-processors page with notice of changes as set out in the DPA. We may change providers or models to keep the Service working, safe or economical. We remain responsible to you for our providers as set out in the DPA, but we are not responsible for general outages, model changes or policy decisions of providers that we could not reasonably prevent.

14.3 Your integrations. Third-party tools you choose to connect (for example help desks or messaging apps) are provided by their operators under their own terms, and we are not responsible for them.

15. Availability and support#

15.1 Availability. We aim to keep the Service available and fast and to fix problems promptly. If the Agent cannot reach our systems or our AI providers, it is designed to fail safely without blocking your store or checkout.

15.2 No SLA unless signed. We do not guarantee uninterrupted or error-free operation, and no service level agreement or service credit applies, unless an order form for an Empire plan signed by GIXODIA states one.

15.3 Support. Support is provided in English through the channels for your plan, with these target first-response times on business days in the Dubai time zone: Free, help center; Starter, email within 48 hours; Growth, email or chat within 24 hours; Tycoon, priority chat within 4 business hours; Empire, as set in its order form. These are targets, not guarantees. Contact: tycoonagent6@gmail.com.

16. Suspension#

16.1 We may suspend or restrict the Service, in whole or in part (for example by pausing the Agent on your storefront), if: (a) you materially breach these Terms or the AUP; (b) your use threatens the security, stability or lawfulness of the Service or of other merchants; (c) Shopify suspends our access or requires us to act; (d) a Shopify charge is declined or frozen; or (e) the law requires it.

16.2 We will tell you the reason and, where practicable, give you a chance to fix the problem first. We will restore the Service once the reason has been resolved. Suspension under (b) or (e) may be immediate.

17. Term, termination, uninstall and data deletion#

17.1 Term. These Terms start when you first accept them or use the Service and continue until terminated.

17.2 By you. You may stop at any time by uninstalling the App or moving to the Free plan. Uninstalling ends your subscription in Shopify's billing system.

17.3 By us. We may terminate: (a) on 30 days' notice for any reason; (b) on notice if you materially breach these Terms and do not cure the breach within 10 days after notice, or immediately if it cannot be cured; or (c) immediately under Section 3.4. If we discontinue the App, we will follow Shopify's rules for discontinuing apps and give at least 30 days' notice. If we terminate under (a) or discontinue the App, we will refund through Shopify any prepaid fees for the period after termination.

17.4 Effect. On termination your licence ends and the Agent stops. Shopify removes the App's theme app extension blocks from your theme on uninstall.

17.5 Data deletion after uninstall. When you uninstall, we stop processing your data except to complete deletion and meet legal duties. Shopify sends a shop redaction request 48 hours after uninstall; we delete your Store Data, Chat Data and Merchant Content within 24 hours after receiving it. If the request does not arrive, we delete them 7 days after uninstall, and in every case within 30 days. If you reinstall within 48 hours, before deletion, your settings and data are restored. Our database provider's point-in-time recovery history expires within 30 days; if we ever restore from it, we repeat every deletion recorded after the restore point. Copies held by AI providers expire under the retention periods on the Sub-processors page. We keep, after deletion, only our billing archive and the record of your acceptance of these Terms and the DPA, for as long as tax, accounting and limitation laws require. Export anything you need before uninstalling. Data already written into your Shopify store, such as cart attributes on orders, stays in your store under your control.

17.6 Survival. Sections 7.10, 9.9, 10, 11, 12, 13, 17.5, 17.6 and 18 to 24 survive termination.

18. Disclaimer of warranties#

18.1 We will provide the Service with reasonable skill and care and substantially as described in these Terms. Except for that commitment, and to the extent the law allows, the Service, the Demo, all AI Output and all third-party models and services used in the Service are provided "AS IS" and "AS AVAILABLE". We disclaim all other warranties, conditions and representations, express, implied or statutory, including merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, accuracy, and that the Service will be uninterrupted, secure, error-free or achieve any result.

18.2 Nothing in this Section excludes a warranty or condition that the applicable law does not allow to be excluded.

19. Limitation of liability#

19.1 Excluded losses. To the extent the law allows, neither party is liable to the other, under contract, tort (including negligence), statute or otherwise, for: (a) indirect, incidental, special, consequential, exemplary or punitive loss or damages; (b) loss of profits, revenue, sales, business, contracts, anticipated savings or goodwill; (c) loss or corruption of data, except our obligations under the DPA; (d) cost of substitute services; or (e) amounts you pay or owe to Shoppers or other third parties, such as refunds, price adjustments, compensation, chargebacks or discounts honoured, except within our indemnity in Section 20.2.

19.2 Cap. To the extent the law allows, each party's total aggregate liability arising out of or relating to these Terms and the Service, for all claims together and under any theory, is limited to the greater of: (a) the fees you actually paid for the Service through Shopify in the 12 months before the event giving rise to the first claim; or (b) USD 500.

19.3 Exceptions. Sections 19.1 and 19.2 do not limit: (a) your obligation to pay fees; (b) your indemnity in Section 20.1; (c) your liability for breach of Section 12.3 or of the AUP; or (d) the matters in Section 19.5.

19.4 Specific exclusions. Subject to Section 19.5, we are not liable for loss caused by: inaccurate, outdated or unsynced Store Data or Approved Facts; your Merchant Content, Owner Rules or settings; codes or offers you made available to the Agent; your dealings with Shoppers; your breach of these Terms or of law; or outages or acts of Shopify or other third parties that we could not reasonably prevent.

19.5 What we do not limit. Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, wilful misconduct or gross negligence (or gross error) where the applicable law does not allow it, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under the applicable law. Where the law allows liability to be limited but not excluded, it is limited to the greatest extent the law allows. Each limitation applies separately.

19.6 Time limit for claims. To the extent the law allows, a claim must be started within one year after the claimant knew or ought to have known of the facts giving rise to it. Where the law requires a longer minimum period, that period applies.

19.7 Basis of the bargain. The parties agree that these limitations are a reasonable allocation of risk between businesses, reflected in the fees, and apply even if a remedy fails of its essential purpose.

20. Indemnities#

20.1 By you. You will defend, indemnify and hold harmless GIXODIA, its affiliates and their officers, employees and contractors against third-party claims (including by Shoppers, consumer authorities, regulators, Shopify or AI providers) and the resulting losses, damages, fines, settlements, costs and reasonable legal fees, to the extent they arise from: (a) your store, products, prices, promotions, policies or sales; (b) your Store Data, Approved Facts, Merchant Content, Owner Rules or settings; (c) your use of the Service or a Shopper's reliance on AI Output on your store, except to the extent caused by our breach of these Terms or the DPA or by our fraud, gross negligence or wilful misconduct; (d) your dealings with Shoppers; (e) your breach of these Terms, the AUP, the DPA (as controller) or Shopify's terms; or (f) your breach of law.

20.2 By us. We will defend and indemnify you against third-party claims alleging that the Service, as we provide it, infringes that third party's intellectual property rights, and against fines and third-party claims to the extent caused by our breach of the DPA. This does not cover AI Output, Store Data, Merchant Content, third-party services or models, or combinations and modifications not made by us. If the Service is alleged to infringe, we may modify it, obtain a licence or, if neither is reasonable, end the affected part and refund prepaid fees for it through Shopify.

20.3 Procedure. The indemnified party must notify the other promptly, cooperate reasonably and let the indemnifying party control the defence and settlement. No settlement that admits fault for, or imposes an obligation on, the indemnified party may be made without its consent, which it will not unreasonably withhold.

21. Governing law and disputes#

21.1 Governing law. These Terms and any non-contractual obligation arising from them are governed by the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

21.2 Talk first. Before starting proceedings, the party with a dispute will send written notice describing it, and both parties will try in good faith to resolve it for 30 days.

21.3 Arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or the Service, including about their existence, validity or termination, will be finally resolved by arbitration administered by the Dubai International Arbitration Centre (DIAC) under the DIAC Arbitration Rules in force when the arbitration starts. The seat of arbitration is the Dubai International Financial Centre (DIFC), Dubai. There will be one arbitrator. The language is English. Hearings will be held by video conference unless the arbitrator decides that an in-person hearing is needed. Where the claims are below the threshold for expedited proceedings under the DIAC Rules, those proceedings apply. Judgment on the award may be entered in any court of competent jurisdiction.

21.4 Individual claims only. Each party may bring claims against the other only in its individual capacity and not as a plaintiff or member of any class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims of different merchants and may award relief only to the individual party seeking it. Each party waives any right to a jury trial.

21.5 Opt-out. You may opt out of Sections 21.3 and 21.4 by emailing tycoonagent6@gmail.com within 30 days after you first accept these Terms, stating your store's myshopify domain and that you opt out of arbitration. If you opt out, the courts of the DIFC have exclusive jurisdiction over disputes under these Terms. Opting out does not affect any other provision.

21.6 Exceptions. Either party may bring an individual claim in a small-claims court or tribunal that has jurisdiction, and either party may seek urgent interim or injunctive relief from any competent court to protect its intellectual property, confidential information or data.

21.7 Mandatory law. Nothing in this Section deprives you of protection under a mandatory provision of the law of the country where you are established that cannot be excluded by agreement. Region-specific terms are in Section 24.

22. Changes to these Terms#

22.1 We may update these Terms. We will give at least 30 days' notice of any material change by email to your store contact and in the App before it takes effect, unless the change is required sooner by law, by Shopify or for security, in which case we will give as much notice as we can. A change is material if it increases what you pay, materially reduces your rights, or expands your obligations, our limitation of liability, the indemnities or the dispute-resolution terms. Other changes take effect when published.

22.2 When a new version requires acceptance, the App will ask you to accept it. If you do not agree, you may uninstall before the change takes effect; if the change is material and adverse to you, we will refund through Shopify any prepaid fees for the period after you uninstall. If you continue to use the Service after the effective date, the new version applies.

22.3 Each version shows its version number and effective date, and we keep previous versions available on request.

23. General#

23.1 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition, reorganisation or sale of assets, with notice to you.

23.2 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, including natural events, epidemics, war, hostilities, terrorism, civil unrest, government action, power or internet failures, and outages of Shopify, cloud or AI providers. This does not excuse payment obligations.

23.3 Notices. We send notices to the email address of your Shopify store account or the contact email you set in the App, and in the App. You send notices to tycoonagent6@gmail.com, with a copy by post to the registered address in Section 25 for notices of breach or of a dispute. Email notices are received when sent, unless the sender receives a delivery failure.

23.4 Electronic acceptance. You agree that clicking to accept, and electronic records of acceptance, are valid signatures and written agreement.

23.5 Severability. If any provision is held invalid or unenforceable, it applies to the maximum extent allowed, is read down only as much as needed, and the rest of these Terms continues in effect. The carve-outs in Sections 19.5, 21.7 and 24 do not invalidate any other limitation, exclusion, waiver or indemnity.

23.6 Entire agreement. These Terms, with the documents incorporated under Section 1.4, are the entire agreement between the parties about their subject and replace any earlier understanding. Nothing in this Section limits liability for fraud.

23.7 No waiver; relationship. A failure or delay in enforcing a right is not a waiver. The parties are independent contractors.

23.8 Third-party rights. No one other than the parties has rights under these Terms, except that Shopify may rely on Section 14.1, and GIXODIA's affiliates, officers, employees and contractors may rely on Sections 7.10, 18, 19 and 20.1.

23.9 Language. These Terms are made in English and are also published in Hebrew. If the versions differ, the English version controls.

24. Region-specific terms#

24.0 This Section applies only where the law named applies to our relationship. If it conflicts with the rest of these Terms, this Section prevails for that law.

24.1 European Union and EEA#

1. Business customers. EU consumer rights, such as the right to withdraw from a distance contract, do not apply to you as a merchant. They may apply to your own sales, for which you are responsible.
2. AI Act. For Regulation (EU) 2024/1689, GIXODIA is the provider of the Agent and designs it so that Shoppers are informed that they are interacting with an AI system (Article 50(1), applicable from 2 August 2026). You, as deployer, must keep that notice on (Section 6.5), ensure sufficient AI literacy of your staff who use the Agent (Article 4), and must not use the Service for any practice prohibited by Article 5. The Service is not intended for any high-risk use.
3. Switching and data export. Where Chapter VI of Regulation (EU) 2023/2854 (Data Act) applies, you may ask at any time, by notice to tycoonagent6@gmail.com, to switch to another provider or your own systems. We will export your conversation transcripts and the reports available for export in the App, in CSV or JSON, without charge, keep providing the Service during a transition period of 30 days, and keep the exportable data available for a further 30 days, provided the App stays installed during that time, since Shopify's rules require deletion after uninstall.
4. Fair business terms. Where national law requires business standard terms to be reasonable (for example sections 305 to 310 of the German Civil Code), the limitations in Sections 7.10 and 18 to 20 apply only as far as that law allows; liability for intent and gross negligence, for injury to life, body or health, and for breach of an essential contractual obligation (limited in that case to typical foreseeable damage) is not excluded.
5. Intermediary services. To the extent the Service is a hosting service under Regulation (EU) 2022/2065 (Digital Services Act), our single point of contact for authorities and users is tycoonagent6@gmail.com, in English. You may report content you consider illegal and complain about a decision we take about your content or account to the same address. We will give reasons for restrictions we impose unless the law prevents us.

24.2 United Kingdom#

The exclusions and limitations in Sections 7.10 and 18 to 20 apply subject to the reasonableness test in the Unfair Contract Terms Act 1977. Nothing in these Terms limits liability for death or personal injury caused by negligence or for fraud. You confirm that you are a business, that similar services are available from other providers, and that the cap in Section 19.2 reflects our fees and the risk profile of a business of our size.

24.3 United States#

1. Some states do not allow the exclusion of certain implied warranties or the limitation of certain damages; in those states the exclusions and limitations apply to the greatest extent allowed.
2. Where the CCPA or another US state privacy law applies, we act as your service provider or processor under the DPA.
3. You must keep the Agent's AI notice on and must not instruct it to deny being an AI, so that the Service can meet state laws on bot and AI disclosure, such as California Business and Professions Code section 17941, Utah's Artificial Intelligence Policy Act and Maine's law on AI chatbots.
4. Chats are stored as transcripts you can read and are processed by our AI providers. Your store's privacy notice must say so, and you are responsible for any notice or consent required by state wiretap or eavesdropping laws, such as the California Invasion of Privacy Act, for your use of the chat on your store.
5. Nothing in these Terms exempts a party from responsibility for its own fraud, wilful injury to the person or property of another, or violation of law, to the extent California Civil Code section 1668 prohibits it. We do not rely on any argument that AI Output was produced autonomously by an AI system as a defence.
6. The Service is commercial computer software provided under these Terms only.

24.4 Israel#

1. These Terms are a standard contract. Nothing in them excludes a right that cannot be excluded under Israeli law, and a court may cancel or modify a depriving term under the Standard Contracts Law, 5743-1982, with the rest of these Terms continuing to apply (Section 23.5).
2. The Service is supplied to businesses. The Consumer Protection Law, 5741-1981, applies to your own sales to Shoppers, for which you are responsible, including the price, product and cancellation information you give them.
3. If you use any feature to send advertising to Shoppers, you are responsible for section 30A of the Communications (Telecommunications and Broadcasting) Law, 5742-1982. The Agent does not send advertising messages outside your store's website.
4. Section 19.6 applies only to the extent section 19 of the Limitation Law, 5718-1958 allows.
5. Our processing of personal data subject to the Privacy Protection Law, 5741-1981, as amended by Amendment 13, is governed by the DPA.

24.5 United Arab Emirates#

1. Where these Terms are treated as a contract of adhesion, nothing in them excludes the court's or tribunal's power under the Civil Transactions Law to amend an unfair term or relieve the adhering party from it.
2. Where these Terms or the Billing Policy fix compensation in advance, the tribunal's statutory power to adjust it is preserved, and Section 19.5 applies to fraud and gross negligence.
3. Our processing of personal data subject to Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data is governed by the DPA.

24.6 Other countries#

Mandatory rules of the country where you are established that cannot be excluded by contract continue to apply (Section 21.7). Where a consumer-guarantee or small-business unfair-terms law applies to these Terms (for example the Australian Consumer Law), nothing in these Terms excludes a right or remedy that law does not allow to be excluded, and a term a court finds unfair under that law does not bind you.

25. Contact and operator#

GIXODIA L.L.C-FZ (جيكسوديا ش.ذ.م.م-منطقة حرة) Limited Liability Company, Meydan Free Zone, Dubai, United Arab Emirates Formation number 2644769 · Business licence number 2644769.01 Registered address: Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, U.A.E. Manager: Guy Avi Aharon Email for support, billing, legal and privacy: tycoonagent6@gmail.com

Tycoon Agent is a brand of GIXODIA L.L.C-FZ. Shopify is a trademark of Shopify Inc.