Terms of Service | ACE

1. Agreement to These Terms

These Terms of Service (the "Terms") form a binding agreement between you ("you", "your" or "Customer") and ACE (Agentic Commerce Engine) ("ACE", "we", "us" or "our") and govern your access to and use of our websites, applications, APIs, plugins, integrations and related services (collectively the "Services").

By creating an account, installing one of our plugins or extensions, or otherwise accessing or using the Services, you confirm that you have read, understood and agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not access or use the Services.

If you are using the Services on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms, and "you" refers to that organisation.

2. The Services

ACE provides AI-powered product enrichment, content generation, feed optimisation and related commerce tooling for ecommerce platforms including Shopify, WooCommerce, Google Shopping and other supported channels. The exact features available to you depend on your plan and the integrations you enable.

We may add, change, suspend or remove features at any time. We will use reasonable efforts to give advance notice of material changes that adversely affect paying customers.

3. Accounts and Eligibility

To use most parts of the Services you must register for an account. You agree to provide accurate, current and complete information and to keep it up to date. You are responsible for maintaining the confidentiality of your account credentials and API keys, and for all activity that occurs under your account.

You must be at least 16 years old (or the age of digital consent in your jurisdiction) and capable of entering into a legally binding agreement to use the Services. You may not use the Services if you have previously been suspended or removed from them.

You must promptly notify us of any unauthorised use of your account or any other suspected breach of security.

4. Acceptable Use

You agree that you will not, and will not allow others to:

use the Services in violation of any applicable law, regulation or third-party right;
upload, generate or distribute content that is unlawful, infringing, defamatory, deceptive, harassing, hateful or otherwise objectionable;
attempt to interfere with, disrupt, reverse engineer or gain unauthorised access to the Services, our infrastructure or other users' data;
use the Services to build a competing product or to train an AI/ML model that competes with the Services;
send automated traffic that exceeds the rate limits or fair-use quotas associated with your plan;
misrepresent AI-generated content as having been independently authored, where such misrepresentation would mislead consumers or breach platform policies (e.g. Google Shopping, Shopify or WooCommerce policies);
remove, disable or attempt to circumvent any security, billing or usage-tracking measures.

We may investigate suspected violations and suspend or terminate accounts that breach this section.

5. Customer Data and Content

"Customer Data" means any data, content, product catalogues, images, copy, configuration or other materials that you (or anyone using your account) submit to or generate through the Services, including data we collect from your connected storefronts (e.g. Shopify, WooCommerce).

You retain all rights, title and interest in your Customer Data. You grant ACE a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, process and otherwise use Customer Data solely as necessary to (a) provide and improve the Services for you, (b) comply with applicable law, and (c) prevent or address technical or security issues. We will not sell your Customer Data.

You are solely responsible for the accuracy, legality and appropriateness of Customer Data, and for ensuring you have the rights and consents necessary to provide it to us and to allow the uses described in these Terms.

6. AI-Generated Output

The Services use large language models and other machine-learning systems to generate suggested titles, descriptions, SEO metadata, feed entries and other content ("AI Output"). AI Output is generated automatically and may be inaccurate, incomplete or unsuitable for your specific use case.

You are responsible for reviewing AI Output before publishing or relying on it, and for ensuring it complies with applicable law, advertising standards and the policies of any platform where you publish it. ACE does not warrant that AI Output is accurate, fit for purpose, original, or non-infringing.

As between you and ACE, and to the extent permitted by law, you own the AI Output generated for you under your account, subject to (a) your payment of applicable fees, (b) third-party rights in underlying inputs you provide or that the AI training data may reflect, and (c) compliance with these Terms. ACE may use de-identified, aggregated information about how AI Output is generated and used to operate, secure and improve the Services.

7. Plans, Fees and Credits

Some features are available only on paid plans. Fees, billing cycles and usage entitlements (including AI "credits", enrichment quotas and rate limits) are described on our pricing pages or in the order form applicable to your account. Unless otherwise stated:

fees are charged in advance for each billing cycle and are non-refundable except as required by law or expressly stated in these Terms;
credits or usage entitlements expire at the end of the billing cycle in which they are issued and do not roll over;
we may change our prices on renewal with reasonable advance notice;
you are responsible for any taxes (other than taxes on our net income) associated with your purchase of the Services.

If a payment fails or is reversed, we may suspend the Services and require payment of outstanding amounts before reinstating access.

8. Free Trials and Beta Features

We may offer free trials, free tiers or beta/early-access features. These are provided "as is", without any warranties or service-level commitments, and may be modified or discontinued at any time. We may use feedback you provide about beta features to improve the Services without obligation to you.

9. Third-Party Services and Integrations

The Services interoperate with third-party platforms and providers (including Shopify, WooCommerce, Google Shopping, OpenAI and other AI providers, payment processors, and analytics tools). Your use of those third-party services is subject to their own terms and privacy policies, and ACE is not responsible for their availability, accuracy or behaviour.

You authorise us to access and exchange data with the third-party services you connect, to the extent necessary to provide the Services. Disconnecting an integration may disable related functionality.

10. Intellectual Property

The Services, including all software, models, prompts, workflows, designs, documentation and trademarks, are owned by ACE or our licensors and are protected by intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your internal business purposes.

All rights not expressly granted to you are reserved by ACE. You may not copy, modify, distribute, sell or lease any part of the Services or included software, nor may you reverse engineer or attempt to extract the source code of the Services, except as permitted by applicable law.

11. Privacy

Our Privacy Policy explains how we collect, use and disclose information about you and your end users. By using the Services, you agree to our processing of personal data in accordance with that policy and applicable data protection law.

12. Confidentiality

Each party may receive non-public information from the other in connection with the Services ("Confidential Information"). Each party agrees to use the other's Confidential Information only to perform under these Terms and to protect it with at least the same degree of care it uses for its own confidential information of similar importance (and in no event less than reasonable care). These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known to the receiving party without an obligation of confidentiality, or is independently developed without use of Confidential Information.

13. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND ALL AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

ACE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT AI OUTPUT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU USE THE SERVICES AT YOUR OWN RISK.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ACE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO ACE FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED POUNDS STERLING (£100). THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW (FOR EXAMPLE, LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE).

15. Indemnification

You agree to defend, indemnify and hold harmless ACE and its affiliates, officers, employees and agents from and against any claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to (a) your Customer Data, (b) your use of AI Output, (c) your breach of these Terms or violation of applicable law, or (d) your infringement of any third party's rights through your use of the Services.

16. Term, Suspension and Termination

These Terms apply from the time you first access the Services until your account is terminated. You may stop using the Services and cancel your account at any time. We may suspend or terminate your access (in whole or in part) if (a) you breach these Terms, (b) we are required to do so by law, (c) your account has been inactive for an extended period, or (d) continued provision of the Services to you would be commercially impracticable.

On termination, your right to access the Services ends, and we may delete Customer Data associated with your account in accordance with our retention policies. Sections that by their nature should survive termination (including IP, confidentiality, disclaimers, limitation of liability, indemnification and governing law) will survive.

17. Changes to These Terms

We may change these Terms from time to time. If we make material changes, we will provide reasonable notice (e.g. by email or by posting a notice in the Services) before they take effect. Your continued use of the Services after the changes take effect constitutes your acceptance of the updated Terms.

18. Governing Law and Disputes

These Terms are governed by the laws of England and Wales, without regard to its conflict-of-laws principles. The courts of England and Wales will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, except that we may seek injunctive relief in any court of competent jurisdiction to protect our intellectual property or confidential information. Nothing in this section limits any statutory consumer rights you may have that cannot be excluded by contract.

19. General

These Terms (together with the Privacy Policy and any order form or plan-specific terms) are the entire agreement between you and ACE regarding the Services and supersede all prior or contemporaneous understandings. If any provision is held unenforceable, the remaining provisions will remain in full force. Our failure to enforce any right is not a waiver of that right. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition or sale of assets. Notices to ACE should be sent to the contact address provided on our website.

20. Contact Us

If you have any questions about these Terms, please contact us via the support or contact address provided on our website.