Terms of Service

1. Agreement

1.1 These Terms of Service ("Terms") are a binding agreement between Pivony, Inc., a Delaware corporation ("Pivony", "we", "us"), and the business that installs or uses Sonic Prospect: AI Sales Agent (the "Service") on a Shopify store ("Merchant", "you").

1.2 You accept these Terms by checking the acceptance box in the app, by installing the Service, or by using it. If you do not accept these Terms in full, do not install or use the Service.

1.3 You represent that you are a business (not a consumer), that you are at least 18 years old, and that you have authority to bind the business that owns the store.

1.4 These Terms incorporate the Fees & Attribution Policy, the Data Processing Addendum ("DPA") and the Privacy Policy, each available at sonic.pivony.com/legal. If they conflict, the order of precedence is: the DPA (for personal data only), then these Terms, then the Fees & Attribution Policy, then the Privacy Policy.

1.5 Your use of Shopify is governed by your agreement with Shopify. Nothing in these Terms limits Shopify's rights or obligations. Pivony is not responsible for Shopify's services, availability, billing decisions or policies. If any provision of these Terms conflicts with Shopify's terms that apply to the Service, Shopify's terms prevail to the extent of the conflict.

2. Definitions

Store Content: everything the Service reads from or for your store, including products, variants, prices, inventory, descriptions, metafields, collections, policies, pages, blog posts, discount information, files you upload, and instructions or settings you provide.

Output: any text, recommendation, product card, cart action or other content generated or displayed by the Service.

Shopper: any visitor to your store who uses or is shown the Service.

Helpful Chat, Attributed Order and Commission have the meanings in Section 7.

3. The Service

3.1 The Service is an AI sales agent that answers Shoppers' pre-purchase questions and recommends products using Store Content. It can add products to a Shopper's cart at the Shopper's request.

3.2 The Service does not provide post-purchase support. Requests about existing orders, order status, returns of existing orders, cancellations, account issues and complaints are directed to your store's contact page. When a Shopper asks for a person, or the Service cannot answer, the Service may offer a "Talk to the store" form that sends the Shopper's message, email address and the conversation to your store's contact email. You are solely responsible for receiving and answering those messages; Pivony does not guarantee their delivery and does not reply to Shoppers on your behalf.

3.3 We may change, add or remove features, models, sub-processors, integrations and limits at any time. We will give reasonable notice of changes that materially reduce core functionality.

3.4 The Service relies on third parties we do not control, including Shopify, Google Cloud and AI model providers. Their outages, changes or restrictions may affect the Service and are not a breach of these Terms.

3.5 We do not provide any service level, uptime commitment or support response time unless agreed in a separate signed order form. We may suspend or limit the Service, in whole or in part, for any store or for all stores, at any time and without notice or liability, for maintenance, security, incidents, capacity or cost control, or to protect the Service. We may discontinue the Service entirely by giving at least 30 days' notice.

3.6 Fair use. Unless we agree otherwise in writing, or you turn on extended conversations under the Fees & Attribution Policy, the Service gives up to 20 answers per Shopper session in any 24 hours and up to 1,000 answers per store per day (UTC), and applies short-term rate limits against abuse. When a limit is reached, the Service points the Shopper to your store's contact page, and that reply is not a Helpful Chat. We email you at 80% and 100% of the daily limit. You may ask for a higher daily limit at support@pivony.com. We may change these limits under Section 3.3.

4. Eligibility and prohibited use

4.1 You may not use the Service, and we may suspend it without notice, if your store:

• sells products or services that are illegal where offered, or that violate Shopify's Acceptable Use Policy;
• is directed primarily at children under 16;
• sells regulated products where answers may constitute medical, legal, financial or safety advice (for example prescription medicines, firearms, or financial products), unless we agree in writing;
• is located in, or is owned or controlled by a person in, a country or region subject to comprehensive U.S. sanctions, or by any person on a U.S. sanctions list.

4.2 You must not: attempt to manipulate attribution or billing; use the Service to collect personal data from Shoppers beyond what it is designed to collect; reverse engineer, copy or resell the Service; extract prompts, models or data from the Service; or use the Service in breach of any law.

4.3 You are responsible for every use of the Service on your store, including by your staff and contractors.

5. AI Output

5.1 Nature of Output. Output is generated automatically by artificial intelligence. It may be inaccurate, incomplete, outdated, inconsistent with your Store Content, or otherwise wrong, including statements about products, prices, availability, sizing, compatibility, shipping, returns, warranties, discounts and policies. Output is not reviewed by Pivony before it is shown.

5.2 Output is your communication. The Service operates on your store, under your brand and on your behalf. As between you and Pivony, every Output shown to a Shopper is your communication to that Shopper, and you are solely responsible for it and for any reliance on it, as if your own staff had made it.

5.3 No reliance. Pivony does not guarantee any result, including conversion rate, revenue, order value, accuracy or Shopper satisfaction. You must not rely on Output as the sole source of information for any Shopper decision with legal, safety, health or financial consequences.

5.4 Your controls. You are responsible for: keeping Store Content accurate and current; reviewing Conversations in the Admin regularly; correcting Store Content that produces wrong Output; and turning the Service off on any page or product where wrong Output could cause harm.

5.5 Shopper notice. The Service shows Shoppers a notice that they are talking to an AI assistant and that answers may contain errors. You must not remove, hide, shorten or contradict that notice.

5.6 No obligation to correct. We may, but are not obliged to, change how the Service generates Output. A wrong Output is not a defect in the Service or a breach of these Terms.

6. Your responsibilities

6.1 Store Content. You represent and warrant that Store Content is accurate, lawful, not misleading, and that you have all rights needed for us to use it to provide the Service.

6.2 Your products and sales. You are the seller of record. You are solely responsible for your products, prices, promotions, orders, fulfilment, returns, refunds, warranties, customer service, chargebacks and disputes with Shoppers.

6.3 Compliance. You are solely responsible for complying with all laws that apply to your store and your use of the Service, including consumer protection, advertising, pricing and promotion rules, product safety, accessibility of your store, privacy and electronic communications law, and cookie consent.

6.4 Consent. You are responsible for obtaining any consent required from Shoppers, including through your store's cookie or consent banner and Shopify's Customer Privacy API. The Service relies on the consent signal Shopify provides; if your banner is not configured correctly, that is your responsibility.

6.5 AI transparency. For the purposes of the EU AI Act and similar laws, Pivony designs the Service to inform Shoppers that they are interacting with AI, and you are the deployer of the Service on your store. You must not present the Service as a human (including by giving it a human name or persona without an AI label), and you are responsible for any deployer obligations that apply to you.

6.6 Custom instructions and files. Any instructions, tone settings, greetings, prompts or files you add are Store Content. You are responsible for their effect on Output.

6.7 Notify us. You must tell us promptly at support@pivony.com if you become aware of Output that has caused or may cause harm, or of any claim relating to the Service.

7. Fees and attribution

7.1 Commission. You pay a commission ("Commission") of 3.5% of the net product value of each Attributed Order, capped at USD 25 per Attributed Order, at the launch rate set out in Section 8.2. There is no subscription fee and no fee per conversation, except extended answers if you turn on extended conversations under the Fees & Attribution Policy.

7.2 Helpful Chat. A "Helpful Chat" is a conversation in which the Service gave a substantive answer to a Shopper's question about your products, prices, stock, sizing or fit, comparisons, shipping, returns, payment, warranty, pickup or store policies. Greetings only, questions the Service could not answer, post-purchase requests redirected under Section 3.2, and messages sent through the "Talk to the store" form are not, on their own, Helpful Chats.

7.3 Attributed Order. An "Attributed Order" is an order placed within 72 hours after the qualifying answer in a Helpful Chat, matched to that chat by at least one of: (a) the same Shopify cart; (b) the same browser session, where the Shopper's consent signal allows it; or (c) the same logged-in Shopify customer. If several Helpful Chats match, the most recent one is used.

7.4 What is counted. Commission is calculated on the order's product lines after line and order discounts, then capped at USD 25 per Attributed Order. Shipping, taxes (including tax included in your prices), duties, tips and gift cards are excluded. Test orders, point-of-sale orders and draft orders are not Attributed Orders. Amounts in other currencies are converted to USD at the European Central Bank daily reference rate on the order's paid date, or, for currencies the ECB doesn't publish, another public daily reference rate.

7.5 Refunds and cancellations. If attributed product lines of an order are refunded, we credit the same share of the Commission for that order against later charges. If all of them are refunded, or the order is cancelled, we credit the full Commission. A refund of an amount without returned product lines does not change the Commission.

7.6 Records. Our attribution records, including the evidence shown under "Why attributed?" in the Admin, are final and binding, except for manifest error. They can be checked against your own Shopify order data.

8. Free allowance and launch rate

8.1 Free allowance. No Commission is charged on the first USD 500 of order value (not Commission) of Attributed Orders for each store. The allowance applies once per store, does not reset on reinstall, is not transferable, and has no cash value. Using multiple stores, accounts or reinstalls to obtain additional allowances is prohibited and entitles us to charge Commission on all affected orders.

8.2 Launch rate. The 3.5% rate is locked for 12 months from the date the Service was first installed on the store. Reinstalling does not restart this period. After that period, Section 9.4 applies.

9. Billing, disputes and fee changes

9.1 Billing through Shopify. All fees are billed by Shopify on your Shopify invoice under the plan you approve in Shopify. You authorise Shopify to charge your payment method on file. Shopify's billing terms, payment schedules and refund decisions apply. Pivony does not invoice you directly.

9.2 Approval. If you do not approve the Pay per sale plan, the Service runs until your free allowance is used and for 7 days after, and is then paused until you approve.

9.3 Disputes. You may dispute a Commission within 90 days after the Attributed Order first appears on the Billing page of the Admin, through the Dispute button in the Admin or at support@pivony.com, stating the order and the reason. Undisputed charges are final after 90 days. Our decision on a dispute is final, subject only to Section 20. Any accepted dispute is settled only as a credit against future charges, not as a cash refund, unless Shopify issues a refund.

9.4 Fee changes. We may change fees, rates, the free allowance or the attribution method at any time by giving at least 30 days' notice by email or in the Admin. Changes that increase what you pay take effect only for orders after the notice period and, where Shopify requires it, after you approve the new charges in Shopify. A change does not apply during your locked launch rate period under Section 8.2, except where required by law or by Shopify. If you do not accept a change, your only remedy is to uninstall the Service before it takes effect.

9.5 Usage limit. We may stop reporting charges, or pause the Service, if charges for a billing period reach an internal limit we set, and will tell you when you reach 80% of it.

9.6 Taxes. Fees are exclusive of taxes. You are responsible for any taxes, other than taxes on Pivony's net income, unless Shopify collects them.

10. Data and privacy

10.1 Our processing of personal data on your behalf is governed by the DPA, which forms part of these Terms. You are the controller of Shopper personal data processed through the Service and Pivony is your processor, except as stated in Section 10.3.

10.2 You instruct us to process Store Content and Shopper data as needed to provide, secure, bill and support the Service, including transfers to and processing in the United States and by our sub-processors listed in the DPA.

10.3 We may create aggregated and de-identified data from use of the Service that does not identify you, any Shopper or any individual ("Aggregated Data"). We own Aggregated Data and may use it to operate, analyse and improve our services and to publish aggregated benchmarks, in each case in line with Shopify's API terms.

10.4 We do not sell Shopper personal data and do not use Store Content or Shopper conversations to train general-purpose AI models.

10.5 You must not submit to the Service, or configure it to request, special categories of personal data, payment card data, government identifiers or health information.

11. Intellectual property

11.1 Pivony and its licensors own the Service, including its software, models, prompts, designs, documentation and all improvements, whether or not based on your feedback. No rights are granted except those expressly stated.

11.2 You grant Pivony a worldwide, non-exclusive, royalty-free licence, for the term of these Terms and as needed afterwards to comply with law and resolve disputes, to access, copy, process, index, store and display Store Content to provide, secure, bill and improve the Service.

11.3 As between you and Pivony, you own the Output shown on your store, subject to Pivony's rights in the Service and to any third-party rights.

12. Feedback

If you give us suggestions or feedback, we may use them for any purpose without obligation or payment to you.

13. Publicity

We may identify you as a customer, using your store name and logo, on our website, in sales materials and in investor materials. You can ask us to stop at any time by writing to support@pivony.com, and we will do so within 30 days for new materials.

14. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. PIVONY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR WILL PRODUCE ANY PARTICULAR RESULT. NO INFORMATION OR ADVICE, WHETHER IN MARKETING MATERIALS, DOCUMENTATION OR OTHERWISE, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

15. Limitation of liability

15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, PIVONY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, ORDERS, CUSTOMERS, GOODWILL, REPUTATION OR DATA, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

15.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, PIVONY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE OR ANY OUTPUT, FOR ALL CLAIMS TOGETHER, WILL NOT EXCEED THE GREATER OF (A) USD 100 AND (B) THE COMMISSION YOU PAID TO PIVONY FOR THE STORE CONCERNED IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM.

15.3 Without limiting Sections 15.1 and 15.2, Pivony is not liable for: any Output or any Shopper's reliance on it; Store Content; acts or omissions of Shoppers, Shopify, AI model providers or other third parties; your failure to configure consent, the Service or your store correctly; or any period in which the Service is paused or unavailable.

15.4 Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, wilful misconduct, gross negligence, or death or personal injury caused by negligence. In those cases liability is limited to the minimum extent the law allows.

15.5 These limitations are an essential basis of the bargain. Pivony offers the Service with no subscription fee and no charge per conversation in reliance on them.

16. Indemnification

16.1 You will defend, indemnify and hold harmless Pivony, its affiliates and their officers, directors, employees, contractors and agents from and against all claims, demands, investigations, damages, losses, fines, penalties, settlements, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your products, sales, Store Content, prices, promotions and policies; (b) any Output shown on your store and any Shopper's reliance on it; (c) any dispute between you and a Shopper or any other customer; (d) your compliance or non-compliance with law, including consumer protection, advertising, accessibility, privacy, consent and AI transparency laws; (e) your breach of these Terms; or (f) your use of the Service.

16.2 Pivony may control the defence and settlement of any claim covered by Section 16.1 at your expense, and you will cooperate with us. You may not settle any claim that imposes an obligation or admission on Pivony without our prior written consent.

17. Suspension and termination

17.1 You may stop using the Service at any time by uninstalling it. Charges billed before uninstall remain payable and are not refundable, except where Shopify decides otherwise.

17.2 We may suspend or terminate the Service for your store, in whole or in part: (a) at any time for any reason, with 30 days' notice; or (b) immediately, without notice, if you breach these Terms, if we suspect fraud, abuse or manipulation of attribution, if your Shopify store is suspended, if required by law, Shopify or a sub-processor, or if continuing could expose Pivony or others to harm or liability.

17.3 On termination, your right to use the Service ends, and we will delete or de-identify Store Content and Shopper data as set out in the DPA and Shopify's data deletion requirements. Sections 5, 6, 7.6, 9.3, 9.6, 10.3, 11, 14, 15, 16, 17.1, 19, 20, 21 and 22 survive.

18. Changes to these Terms

18.1 We may change these Terms at any time. We will give at least 15 days' notice of material changes by email or in the Admin, and may ask you to accept the updated Terms in the app. Fee changes are governed by Section 9.4.

18.2 Changes required by law, by Shopify, or for security, and changes that do not adversely affect you, may take effect immediately.

18.3 If you continue to use the Service after a change takes effect, you accept the changed Terms. If you do not accept a change, your only remedy is to uninstall the Service before it takes effect. If you do not accept updated Terms in the app when asked, we may pause the Service after the notice period.

19. Governing law

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

20. Dispute resolution

20.1 Informal resolution first. Before starting any proceeding, you must notify us in writing at legal@pivony.com and allow 30 days to resolve the dispute informally.

20.2 Binding arbitration. Any unresolved dispute will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or, if you are established outside the United States, by its International Centre for Dispute Resolution under its International Arbitration Rules), before a single arbitrator, seated in Wilmington, Delaware, conducted in English. Judgment on the award may be entered in any competent court. Either party may seek injunctive relief in court to protect its intellectual property or confidential information.

20.3 Class action and jury waiver. Disputes will be resolved only on an individual basis. You waive any right to bring or participate in a class, collective, consolidated or representative proceeding, and any right to a jury trial.

20.4 Time limit. Any claim against Pivony must be brought within 1 year after the claim arose, or it is permanently barred, to the extent permitted by law.

21. General

21.1 Entire agreement. These Terms and the documents in Section 1.4 are the entire agreement on their subject and supersede all prior statements, including marketing materials.

21.2 Assignment. You may not assign or transfer these Terms, including on a sale of your store, without our written consent. We may assign them without consent, including to an affiliate or in a merger, acquisition or sale of assets.

21.3 Force majeure. Pivony is not liable for any failure or delay caused by events beyond its reasonable control, including outages or changes at Shopify, cloud or AI providers, internet failures, cyberattacks, labour disputes, government action, war or natural disasters.

21.4 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect.

21.5 No waiver. A failure or delay in enforcing any provision is not a waiver.

21.6 Independent parties. The parties are independent contractors. Nothing creates a partnership, agency, joint venture or employment relationship, and Pivony is not your agent for any sale to a Shopper.

21.7 Notices. We may give notices by email to your store's contact address, in the Admin, or on sonic.pivony.com. You must send legal notices to legal@pivony.com.

21.8 Export and sanctions. You will comply with all applicable export control and sanctions laws in using the Service.

21.9 Language. These Terms are written in English. Any translation is for convenience only; the English version controls.

22. Contact

Pivony, Inc. · support@pivony.com · legal@pivony.com · sonic.pivony.com/legal