Terms of Service

These Terms of Service (“Terms”) form a binding agreement between DigitalQuotient solutions LLC (“Helmsly”, “we”, “us”) and the Shopify merchant (“Merchant”, “you”) who installs and uses the Helmsly app from the Shopify App Store (the “Service”).

By installing the app, accessing the admin dashboard, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy and Data Processing Agreement. If you are accepting on behalf of a company, you represent that you have authority to bind that company.

Helmsly's relationship with Shopify (the platform that distributes the Helmsly app and processes billing on Helmsly's behalf) is governed separately by Shopify's Partner Program Agreement, the Shopify API License and Terms of Use, and Shopify's Acceptable Use Policy. Where these Terms are silent or ambiguous on a matter that Shopify regulates between Helmsly and Shopify directly (such as our use of the Shopify API or our handling of Merchant Data as Shopify's confidential information), those Shopify agreements continue to apply between Helmsly and Shopify.

Helmsly is an AI-powered customer-support agent that connects to your Shopify store, ingests your catalog and policies, and answers customer inquiries through an on-storefront chat widget and email channel. With your authorization, the agent can also execute support actions such as order lookups, refunds, returns, cancellations, and discount-code creation, subject to per-action caps that you configure in the admin dashboard.

The Service is provided to merchants whose stores are hosted on Shopify. Installation requires a valid Shopify account and grants Helmsly the OAuth scopes you approve at install time.

When the Helmsly agent communicates with your end-customers (whether through the on-storefront chat widget you install on your store or through the email channel you authorize us to use on your behalf), the agent acts as your authorized representative, communicating on your behalf and within the policies and limits you configure. Helmsly does not establish a direct customer relationship with your end-customers. The chat widget, email channel, and any communications they generate are part of your store's customer-support presence.

• You must be at least 18 years old and have legal capacity to enter contracts.
• You must have an active Shopify store and the authority to install third-party apps on it.
• You are responsible for maintaining the confidentiality of your Shopify credentials and for all activity on your Shopify store.
• You must comply with Shopify's own terms of service, acceptable use policy, and applicable laws.

When your monthly conversation count reaches the cap for your plan, new conversations are placed in a “cap-blocked” state and the AI does not respond. Existing in-flight conversations continue to receive AI responses until they are resolved. You can either upgrade to a higher tier or wait until the next billing period for the cap to reset. We do not charge overages without your explicit upgrade.

Helmsly uses third-party large language models (Anthropic and OpenAI) to generate responses to your customers. While we invest substantial effort in prompt engineering, retrieval quality, and confidence scoring, AI-generated content can sometimes be inaccurate, incomplete, or off-tone. You acknowledge and agree that:

• You are responsible for reviewing your knowledge base content and the AI's automation policies.
• Auto-execution of refunds, returns, cancellations, and discount codes is opt-in and bounded by per-action caps you configure (e.g., maximum auto-refund amount, percentage limits on auto-discounts). The AI never exceeds the caps you set.
• You can disable any automation category at any time. When disabled, the AI escalates the relevant request to a human teammate for review.
• We are not liable for the consequences of AI responses or automated actions executed within the bounds of your configured policies. You bear ultimate responsibility for the support decisions made on behalf of your store.

How we collect, use, store, and protect data is described in our Privacy Policy. Our role as a data processor for personal data of your customers, including the rights and obligations under the EU/UK GDPR and equivalent regimes, is set out in our Data Processing Agreement, which is incorporated into these Terms by reference.

When you uninstall the Helmsly app, Shopify sends us a shop/redact webhook 48 hours later. We delete all data associated with your shop within 30 days of receiving that webhook. When a Shopify customer requests data deletion (via the Shopify customer-account flow or directly to you), we delete that customer's personal data within 30 days of receiving the corresponding customers/redact webhook.

You agree not to:

• Use the Service to send unlawful, harassing, defamatory, fraudulent, or otherwise harmful content;
• Configure the AI to deceive your customers about the nature of your business or about Helmsly's involvement;
• Attempt to reverse-engineer, decompile, or extract the underlying source code, prompts, embeddings, or model weights used by the Service;
• Use the Service to scrape, harvest, or otherwise collect personal information from people who have not consented to that collection;
• Resell, sublicense, or grant access to the Service to third parties without our written consent;
• Use the Service in any way that violates Shopify's terms, applicable laws, or the rights of others (including intellectual-property and privacy rights);
• Probe, scan, or test the vulnerability of any Helmsly system without our prior written authorization, or interfere with the Service's availability or integrity.

We may suspend or terminate the Service for any merchant who violates this section, without refund.

Each party may disclose to the other certain non-public information (“Confidential Information”). The receiving party agrees to use Confidential Information only for purposes of performing under these Terms and to protect it with the same degree of care it uses to protect its own confidential information of similar sensitivity (no less than reasonable care). This obligation does not apply to information that is or becomes publicly known through no breach by the receiving party, was already in the receiving party's possession, is independently developed without reference to Confidential Information, or is required to be disclosed by law.

In addition to the foregoing, the parties acknowledge that, as between Helmsly and Shopify, Merchant Data and Customer Data that Helmsly receives through the Shopify API is also Shopify's Confidential Information under Section 6 of the Shopify Partner Program Agreement. Helmsly will protect such data accordingly and will not disclose it to any third party except as expressly permitted by this Section 10, the Privacy Policy, the DPA, and Helmsly's agreements with Shopify.

We aim to make the Service available with high reliability. Helmsly's internal target uptime is 99.0% measured monthly, excluding scheduled maintenance windows announced in advance. While not a contractual service-level agreement (SLA), we intend to publish actual uptime data on a public status page once the Service has reached an installed base that makes that data meaningful. Enterprise customers may negotiate a separate, contractually-binding SLA in their order form. We reserve the right to schedule maintenance windows and to make changes, additions, or removals to the Service from time to time.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF AI-GENERATED OUTPUT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE SECURE OR NOT LOST OR DAMAGED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL HELMSLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

HELMSLY'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO HELMSLY (THROUGH SHOPIFY) IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These Terms remain in effect while the Helmsly app is installed on your Shopify store. Either party may terminate this agreement at any time:

• By you: uninstall the app from your Shopify admin or downgrade to the Free plan.
• By us: we may suspend or terminate your access if you breach these Terms (including non-payment), if continued provision becomes commercially unviable, or if required by law.

Sections 7 (Data), 9 (IP), 10 (Confidentiality), 12 (Disclaimer), 13 (Limitation), 14.1 and 14.2 (Indemnification), and 16 (Governing law) survive termination.

These Terms are governed by the laws of Texas, United States, without regard to its conflict-of-laws principles.

Any dispute arising out of or related to these Terms will first be addressed by good-faith negotiation. If unresolved after thirty (30) days, the dispute will be settled by binding arbitration administered in Austin, Texas, under the Commercial Arbitration Rules of the American Arbitration Association. Each party waives any right to a trial by jury or to participate in a class action. Either party may seek injunctive or equitable relief in any court of competent jurisdiction for actual or threatened infringement of intellectual-property rights.

Notwithstanding the foregoing, where applicable mandatory law (including but not limited to Article 79 GDPR for individuals located in the EEA or UK, or comparable consumer-protection law in other jurisdictions) grants you a non-waivable right to bring proceedings in the courts of your habitual residence, this Section 16 does not limit that right.

We may update these Terms from time to time. Material changes will be communicated to merchants by email and via an in-app notice at least thirty (30) days before they take effect, unless a shorter period is required by law. Your continued use of the Service after the effective date of revised Terms constitutes acceptance of the changes.

• Entire agreement: these Terms, together with the Privacy Policy and DPA, constitute the entire agreement between you and Helmsly regarding the Service and supersede any prior agreements.
• Severability: if any provision is held unenforceable, the remaining provisions remain in full force.
• No waiver: our failure to enforce any right is not a waiver of that right.
• Assignment: you may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.
• Force majeure: neither party is liable for delays or failures caused by events beyond its reasonable control.

DigitalQuotient solutions LLC
5511 Parkcrest Dr. Suite 103, Austin, TX 78731
Support inquiries: support@helmsly.io
Privacy inquiries: privacy@helmsly.io
Legal / contractual inquiries: legal@helmsly.io