Terms of Service
Last updated: October 15, 2026
Kimonix Ecommerce Ltd. ("Appricot", "we", "our" or "us") offers to its customers ("Customers" or "you") Appricot, an online Software-as-a-Service product that lets Shopify merchants build apps for their own stores by describing them, and runs those apps on their stores (the "Service"), together with the related services (collectively, the "Services"). The terms "Users" or "you" refer to: (i) Customer; (ii) Customer's first user of the Service; and (iii) Customer's authorized personnel who access, or are authorized to access, the Services under Customer's account ("End Users").
"Store Customers" means the customers of Customer's store whose data the Services process, for example through an app that reads orders or customer records. Store Customers are not Users and are not party to these Terms. The relationship between Customer and its Store Customers is governed by Customer's own terms of service and privacy policy, and Customer is solely responsible for making the disclosures and obtaining any consents required for its apps to process Store Customer data.
By connecting a store to, signing in to, accessing or using the Services, you acknowledge that you have read and understood these Terms of Service (the "Terms of Service"), including our Privacy Policy (the "Privacy Policy", and together with these Terms of Service, the "Terms"), our Refund Policy and our Pricing, and you agree to be bound by the Terms, to comply with all laws and regulations that apply to your use of the Services, and that these Terms constitute a binding and enforceable legal contract between Appricot and you.
ATTENTION: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT CONNECT TO, ACCESS OR USE THE SERVICES IN ANY MANNER.
IF YOU ARE THE FIRST PERSON TO USE OR ACCESS THE SERVICES ON BEHALF OF YOUR ORGANIZATION, YOU AGREE THAT YOUR ORGANIZATION IS DEEMED A CUSTOMER AND YOU ARE DEEMED A USER FOR THE PURPOSE OF THESE TERMS. YOU REPRESENT AND WARRANT THAT (I) YOU HAVE BEEN DESIGNATED BY CUSTOMER AND HAVE FULL LEGAL AUTHORITY TO USE AND REGISTER TO THE SERVICES ON BEHALF OF CUSTOMER AND TO BIND CUSTOMER TO THESE TERMS; AND (II) THESE TERMS ALSO CONSTITUTE A BINDING CONTRACT BETWEEN CUSTOMER AND APPRICOT. USERS AND CUSTOMER REPRESENT AND WARRANT THAT THEIR USE OF AND ACCESS TO THE SERVICES ARE PERFORMED UNDER CUSTOMER'S AUTHORIZATION AND SHALL INURE TO THE BENEFIT OR LIABILITY OF CUSTOMER.
Any separate written agreement between Appricot and Customer regarding the Services takes precedence over conflicting provisions of these Terms, except that Section 11 continues to apply unless that agreement expressly refers to and replaces a specific provision of Section 11.
1. The Services
1.1. The Appricot Service. Appricot is an online Software-as-a-Service platform for building and running apps on Shopify stores. Its capabilities include, without limitation: (i) writing apps from plain-language descriptions using artificial intelligence, and testing them against Customer's store data before they are saved; (ii) running those apps on Customer's stores as pages and buttons in the Shopify admin, in response to store events, and on schedules; (iii) storing the data that apps save; (iv) sharing apps across Customer's stores and organizations, and controlling who can use and change them through roles; and (v) letting Users connect their own AI tools to act on Customer's stores (Section 1.6). Apps run inside an app that Customer creates in its own Shopify account (the "Connector App"). To use the Service, Customer creates the Connector App and provides Appricot with its credentials (client ID, client secret and automation token), and thereby allows Appricot to access, process and act on Customer's store data as described in these Terms. Customer acknowledges and agrees that it (and not Appricot) has sole control over the access the Connector App has, which apps are built and enabled on its stores, and which Users may use and change them.
1.2. Scope and Applicability. These Terms of Service apply only to your access to and use of the Services.
1.3. Modification of the Services. Appricot may continuously update the Services with new capabilities or offerings, or replace or discontinue some capabilities. You acknowledge and agree that some features may be experimental or offered in limited versions or locations. Appricot may at any time, in its sole discretion, add or remove supported features from the Service. Customer's sole remedy for such changes, where they reflect a material decrease in functionality, is to terminate its subscription to the Service. In that event Customer must give Appricot written notice of termination within fourteen (14) days of being notified of the adverse change, and Appricot will refund any pre-paid, unused fees.
1.4. Actions Performed by Apps. Apps act on Customer's store through the Connector App's access, including by reading, creating, updating or deleting store data, when a User opens or uses them, when a store event they listen to occurs, or when their schedule runs. Customer authorizes Appricot to perform these actions on its behalf for the apps Customer builds and enables. Each app is tested in a dry run before it is saved, but Customer is responsible for the apps it builds and enables, the instructions it gives, the access it grants, the approvals its Users give, and for reviewing the results. Customer can see each app's activity, restore earlier versions, pause an app, remove it from a store or delete it at any time. Appricot itself does not process payments or fulfill orders; any action an app takes on orders, refunds, prices, inventory or customers is taken through Shopify on Customer's instruction.
1.5. AI Features. The Service uses artificial intelligence to write, change and explain apps, and to answer requests (the "AI Features"). Customer acknowledges that:
(a) Output of the AI Features, including the apps it writes, is produced probabilistically and may be inaccurate, incomplete, outdated or unsuitable for a particular purpose, and may differ for identical requests.
(b) Output is not advice. Output relating to pricing, inventory, customers or commercial strategy is provided for Customer's consideration only, and Customer is responsible for evaluating it, and for checking that an app does what Customer needs, before relying on it. Customer shall not rely on output as the sole basis for any business, financial, legal or regulatory decision.
(c) Appricot uses third-party providers of artificial intelligence services to operate the AI Features. Customer Data, including requests and samples of store data needed to write and test an app, may be transmitted to and processed by such providers to generate output. Such providers act as Appricot's sub-processors.
(d) Appricot does not develop or train large language models of its own. Appricot does not use identifiable Customer Data to improve the Service for any other customer, and may use Customer Data that has been anonymized and aggregated, in accordance with Section 6.6, to develop and improve the Service generally. The third-party providers of artificial intelligence services used to operate the AI Features are contractually prohibited from using Customer Data to train their models.
(e) Customer shall not use the AI Features to develop, train or improve any product or service that competes with the Service, nor to extract, replicate or reverse engineer any model, prompt or logic underlying the Service.
1.6. Your AI Connections. A User may connect an AI tool of their choice (for example, an AI assistant they use) to Appricot. A connected tool acts with exactly the access of the User who connected it, until the connection ends (after up to ninety (90) days) or is disconnected, which the User or a store owner can do at any time. The AI tool is chosen by Customer and is provided by a third party under its own terms and privacy policy. Customer is responsible for the AI tools its Users connect and for the actions those tools take through the connection, and Appricot is not responsible for the conduct of any such tool.
1.7. Apps That Affect Store Customers. Where Customer builds an app that processes Store Customer data or affects Store Customers, the app operates within Customer's own relationship with its Store Customers. Without altering the allocation of responsibility under Sections 9, 10 and 11, Customer determines what such apps do and remains responsible under applicable law for its store and its dealings with Store Customers. Appricot is not a party to any transaction between Customer and a Store Customer.
2. Registration and User Account
2.1. Account. Customer's account with Appricot (the "Appricot Account") is created when Customer connects a store by providing its Connector App's credentials, or when a User first signs in through Shopify (or Google, where offered). On connection and on each User's first sign-in, Appricot receives from Shopify the store's name and address, the name and email address of that User, and the store data covered by the access granted.
2.2. Account Security. Access to the Appricot Account is controlled by the roles Customer assigns in Appricot (owner, editor and user) and by the access Shopify grants each User. Customer is responsible for the Users it gives access to, for keeping its Shopify credentials and the Connector App's credentials confidential, for replacing them if they may have been compromised, and for all activity under its Appricot Account, including any use or misuse by a User. We may temporarily suspend or permanently terminate an Appricot Account if we determine that Customer or anyone on its behalf is using it in a manner that violates these Terms.
2.3. Account Changes and Termination. Terminating an Appricot Account is separate from removing a store or cancelling billing. To change your Appricot Account information or terminate your Appricot Account, contact us at support@appricot.ai. Your Appricot Account will be terminated within a reasonable time after your request, in accordance with Section 6.7, and from that date you will no longer be able to access it and the permissions, rights and licenses granted to you under these Terms terminate. TERMINATING YOUR APPRICOT ACCOUNT MAY CAUSE THE LOSS OR UNAVAILABILITY OF APPS, DATA AND FEATURES. APPRICOT SHALL NOT BE LIABLE IN ANY WAY FOR SUCH UNAVAILABILITY OR LOSS.
3. Fees and Plans
3.1. Fees. The fees payable for the Services ("Fees"), their payment terms, and the scope of the Services are those of the plan that applies to Customer (the "Plan"), as presented on our pricing page or in a separate written order ("Order Form"). A Plan may consist of a free allowance, a recurring per-store fee, fees that vary with Customer's usage ("Usage Fees"), or a combination of these.
3.1.1. Free Plan. Appricot may make the Service available at no charge within limits, such as a number of stores, a number of apps, and an amount of AI usage each month. Appricot may change or withdraw the free Plan at any time. When Customer reaches a limit of the free Plan, using more requires a paid Plan.
3.1.2. Store Fees and Usage Fees. On a paid Plan, each store is charged for the time it is connected and has at least one app, measured by the hour. AI usage beyond the allowance included in the Plan is charged at cost, meaning Appricot passes through the charges it incurs from its third-party AI providers for that usage. Usage is measured by Appricot's own systems, which are the record of usage absent manifest error.
3.2. Payment through Paddle. Payments are processed by Paddle.com Market Limited and its affiliates ("Paddle"), which acts as our reseller and merchant of record. Your purchase is therefore also subject to Paddle's buyer terms, and Paddle handles payment, invoicing and applicable taxes. Appricot does not receive or store your full payment card number, and confirmation or rejection of a payment is performed by Paddle, not Appricot. We are not responsible for the conduct of Paddle or any other payment provider, and you agree to hold us harmless from any liability arising from payment activity performed by them.
3.3. Billing. Unless an Order Form says otherwise, Fees are charged monthly in arrears: at the start of each month, for the stores and usage of the month before. If the amount owed during a month reaches one hundred US dollars (USD 100), Appricot may charge it at that time. If a payment fails, Appricot may limit or suspend the Services until it succeeds.
3.4. Term and Cancellation.
(a) Standard Plans. Unless an Order Form includes a minimum commitment period (a "Commitment Period"), a Plan continues until cancelled. Customer may cancel at any time by removing its stores from Appricot or by contacting us. No cancellation fee applies. Fees and Usage Fees accrued before cancellation remain payable. Refunds follow our Refund Policy.
(b) Plans with a Commitment Period. Where an Order Form includes a Commitment Period, Customer may not cancel that Plan for convenience before the Commitment Period ends, and the Fees for the full Commitment Period remain payable. Commitment Periods apply only to custom Plans agreed in writing.
(c) Termination by Appricot. Appricot may terminate a Plan at any time for convenience on written notice (including by email), and will refund any pre-paid, unused Fees. Usage Fees for usage already delivered are not refundable, except under our Refund Policy.
(d) Termination for Breach. Either party may terminate immediately on written notice if the other commits a material breach which, where capable of remedy, is not remedied within thirty (30) days of notice.
(e) Other Termination Rights. Customer's right to terminate after a material decrease in functionality is set out in Section 1.3. Cancelling billing does not by itself terminate Customer's Appricot Account; account termination and deletion of Customer Data are governed by Sections 2.3 and 6.7.
3.5. Price Changes. Appricot may change its Plans and Fees. Changes to the Fees of an existing paid Plan take effect no earlier than thirty (30) days after notice to Customer. If Customer does not accept a change, it may cancel under Section 3.4 before the change takes effect.
3.6. Taxes. Fees are exclusive of value added tax, sales tax and similar taxes. As merchant of record, Paddle calculates, collects and remits the taxes that apply to your purchase.
4. Intellectual Property Rights; License
4.1. Appricot Intellectual Property. All proprietary and intellectual property rights in and to the Service, including the software that builds and runs apps, its interfaces, documentation, content such as logos, graphics, icons and images, the selection and arrangement thereof, Appricot's trademarks, trade names, designs and "look and feel", all whether or not registered or capable of registration, and all Feedback as defined below (collectively, the "Appricot Properties"), are owned by or licensed to Appricot or its affiliates or licensors, and are protected by copyright and other intellectual property laws of the United States, Israel, other countries and international conventions.
4.2. Your Apps and Your Data. As between Customer and Appricot, Customer retains all right, title and interest in and to Customer Data, and in the apps built for Customer through the Service, including their descriptions, their code and the data they save ("Your Apps"), excluding the Appricot Properties that Your Apps use or run on. Customer grants Appricot a license to host, run, copy, modify (when Customer asks for a change) and display Your Apps as needed to provide the Services, including when Customer shares an app with another of its stores or organizations. Because output of the AI Features is generated, similar code may be generated for other customers, and nothing in these Terms gives Customer exclusive rights in general techniques or ideas.
4.3. Your Use Rights. Subject to your compliance with these Terms, and unless otherwise agreed in writing, Appricot grants you a limited, worldwide, non-exclusive, non-assignable, non-transferable, non-sublicensable license, revocable at our discretion, to access and use the Service within the scope of your Plan, solely for Customer's internal business purposes and in accordance with these Terms. Except as stated above, no other rights in the Service or the Services are granted.
4.4. Use Restrictions. You may not, and shall not permit any person to: (i) copy, modify, distribute, publicly display, transfer, create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the Service or any part of it, for any purpose; (ii) remove or delete any copyright notices, restrictions or signs indicating proprietary rights of Appricot or its licensors; (iii) frame or mirror any part of the Service, or use the Services to provide services that are in essence similar to the Services to third parties, except that an agency may use the Services on stores it manages for its clients with their authorization; (iv) transmit, display or make available through the Services any content, including Customer Data, in a manner that infringes third-party rights, including intellectual property and privacy rights, or that is unlawful; (v) transmit any malware or other code intended to damage or hijack the operation of any hardware, software or equipment, or any other harmful, disruptive or invasive code; (vi) interfere with or disrupt the Services or the servers or networks that host them, or try to break out of the environment in which apps run; (vii) use the Services for any illegal conduct, spam, unsolicited messages or similar conduct; (viii) use the Services in breach of Shopify's terms; (ix) access or use the Services to build a competitive product or service; (x) publish or disclose to any third party any benchmark test or comparative analysis of the Services; (xi) bypass any measure used to prevent, control or restrict access to the Services or any of their functions; or (xii) otherwise violate these Terms. Upon Appricot's request, you will immediately return and purge from your systems all materials collected, created or used in breach of these Terms.
4.5. Feedback. If Users provide Appricot with suggestions, comments or other feedback about the Services ("Feedback"), such Feedback is provided "as is" and is and will be deemed the sole and exclusive property of Appricot. You irrevocably assign to Appricot all your rights, title and interest in and to all Feedback, and waive any moral rights you may have in it. You represent and warrant that you will not provide Feedback that is subject to third-party rights or limitations, and will promptly inform Appricot if you become aware of any such right or limitation applying to Feedback you provided.
4.6. Third-Party Components. The Services may use or include third-party software, files and components subject to open source or third-party license terms ("Third-Party Components"). Your right to use Third-Party Components as part of the Services is subject to their license terms, which prevail over these Terms only in connection with those components. Without derogating from Section 9, Appricot disclaims all liability related to Third-Party Components and makes no warranties or representations about them. Under no circumstances shall the Services or any portion of them (except Third-Party Components) be deemed "open source" or "publicly available" software.
5. Confidentiality
5.1. Either party (the "Disclosing Party") may disclose or make available to the other party (the "Receiving Party") confidential information about its technology, operations and business ("Confidential Information"). The Receiving Party will use reasonable industry measures to protect the confidentiality of Confidential Information and will not disclose it to any third party or use it except as required to provide or use the Services. Confidential Information does not include information that the Receiving Party can show by written evidence (a) was already lawfully known to, or independently developed by, the Receiving Party without use of Confidential Information; (b) was received from a third party without restriction; or (c) is publicly and generally available. The Receiving Party may disclose Confidential Information under a binding court order or similar legal requirement, provided it gives the Disclosing Party prompt notice and cooperates to minimize the disclosure. The Receiving Party shall restrict disclosure to employees and service providers with a reasonable need to know who are bound by written confidentiality obligations no less restrictive than these, and remains liable for their acts and omissions. Upon termination, or upon Customer's written request, Appricot will return or permanently destroy Customer Data in its possession in accordance with Section 6.7.
6. Privacy Policy; Customer Data
6.1. Privacy Policy. We respect the privacy of our Users and are committed to protecting the personal information you share with us or that we collect in connection with your use of the Services, whether obtained directly from Users or from Customer, in accordance with these Terms and our Privacy Policy. By accessing or using the Services you agree to the Privacy Policy.
6.2. Authorization to Share Customer Data. You represent and warrant that you have the full right, permissions and consents to use and share all data and information you make available to us through the Services, including through the Connector App and including any personally identifiable information (together, "Customer Data").
6.3. Compliance with Data Protection Laws. Appricot and Customer shall each comply with all privacy and data protection laws that apply to them in connection with Customer Data, including the European Union's General Data Protection Regulation (EU 2016/679) ("GDPR"), the UK GDPR, the California Consumer Privacy Act as amended by the California Privacy Rights Act ("CCPA/CPRA"), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, and any other applicable laws relating to the processing of personally identifiable information ("PII"), as amended from time to time (collectively, "Data Protection Laws"). To the extent Customer Data includes PII ("Customer Data PII"), including Store Customer data, Appricot is Customer's data processor (or service provider) and Customer is the data controller (or business), as those terms are defined by Data Protection Laws. Customer agrees that Appricot may retain Customer Data PII for as long as Customer's account is active or as otherwise needed to provide the Services and as permitted by law. Retention and deletion after termination are governed by Section 6.7.
6.4. Security of Customer Data PII. In addition to its confidentiality obligations, Appricot will use commercially reasonable efforts to (i) ensure the security and confidentiality of Customer Data PII; (ii) protect against anticipated threats or hazards to its security or integrity; and (iii) detect unauthorized access to or use of it.
6.5. Use of Customer Data. You grant Appricot a non-exclusive, non-assignable, non-transferable license to use Customer Data made available in the scope of your use of the Services (including to collect, store, process, analyze, display and transfer it, and to create derivatives of it) for the purpose of providing the Services to you and to the Customer your account is associated with. Appricot will store Customer Data for as long as necessary to provide the Services.
6.6. Anonymous Aggregate Information. You grant Appricot a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to use Customer Data that has been anonymized and aggregated so that it cannot identify, or be understood to relate to, you, Customer, any Store Customer or any other person, for internal research and for improving the Services.
6.7. Retention and Deletion of Customer Data.
(a) During the term, Appricot retains Customer Data for as long as necessary to provide the Services. Certain data is kept for shorter periods: store events that Shopify sends to apps are deleted seven (7) days after they are processed, and removing an app from a store deletes that app's data and activity on that store. The requests made to the AI Features for an app, and the versions they produced, are kept as that app's history for as long as the app exists.
(b) Following termination of the Services, howsoever arising, Appricot will delete Customer Data within thirty (30) days. Customer's access to the Services and to Customer Data ceases on termination, and Appricot has no obligation to store, restore, export or provide access to Customer Data after that point. Customer is responsible for keeping anything it needs before terminating.
(c) Customer may request deletion of Customer Data at any time by writing to support@appricot.ai, and Appricot will comply within thirty (30) days. Deleting data needed to operate the Services may require removing the affected stores or apps.
(d) Deleted data is removed from Appricot's live systems within the periods above and may persist in routine backups for up to twelve (12) months, after which it is removed by the backup rotation cycle. Backups are kept solely for disaster recovery, are not accessed or used for any other purpose, and are protected by the same security measures as live data. If a backup is restored, previously deleted data is deleted again promptly.
(e) Appricot may retain Customer Data where and for as long as the law requires, and may retain records of Customer's account, billing and usage as needed for tax, accounting and audit purposes.
(f) This Section does not apply to anonymized and aggregated data under Section 6.6.
6.8. Processing on Customer's Behalf. To the extent Appricot processes Customer Data PII as a data processor under Section 6.3, Appricot will:
(a) process it only to provide the Services and on Customer's documented instructions, which are these Terms and Customer's use and configuration of the Services (including the apps Customer builds and enables), including with regard to the transfer and storage of Customer Data PII outside Customer's country as described in the Privacy Policy, and inform Customer if it believes an instruction infringes Data Protection Laws;
(b) ensure that the persons it authorizes to process Customer Data PII are bound by an obligation of confidentiality;
(c) protect Customer Data PII in accordance with Section 6.4;
(d) engage sub-processors only under written terms imposing data protection obligations substantially similar to those in this Section, remain responsible to Customer for their performance, and inform Customer of any intended addition or replacement of a sub-processor, by notice in the Service or by email. Customer may object on reasonable data protection grounds, and if the objection cannot be resolved, Customer's remedy is to stop using the Services;
(e) taking into account the nature of the processing and the information available to it, provide Customer with reasonable assistance in meeting its obligations under Data Protection Laws regarding data subject requests, security of processing, notification of personal data breaches, and data protection impact assessments;
(f) notify Customer without undue delay after becoming aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Data PII;
(g) delete Customer Data PII in accordance with Section 6.7; and
(h) make available to Customer the information reasonably necessary to demonstrate compliance with this Section, and allow for and contribute to audits where required by Data Protection Laws, subject to reasonable advance notice, confidentiality and frequency, and at Customer's cost.
Customers who need a signed data processing agreement ("DPA") may request one at support@appricot.ai. Where a DPA is signed, it prevails over these Terms only for the parties' data protection obligations. Section 11 applies to all liability arising under or related to a DPA, unless the DPA expressly states that it replaces a specific provision of Section 11.
7. Availability
7.1. The availability and functionality of the Services depend on various factors, such as communication networks, software, hardware, Shopify, and Appricot's service providers. Appricot will make reasonable efforts to keep the Services available, but does not warrant that they will operate or be available at all times without disruption or interruption, that they will be immune from unauthorized access, or that they will be error-free.
8. User Eligibility
8.1. You must be at least eighteen (18) years of age to use the Services. By using the Services you represent and warrant that (i) you are at least eighteen (18) years of age; (ii) you have not previously been suspended or removed from the Services; and (iii) your use of the Services complies with all applicable laws and regulations.
9. Disclaimer of Warranties
9.1. APPRICOT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICES (OR ANY PART OF THEM). THE SERVICES, INCLUDING ANY APPS, CONTENT, MATERIALS, DATA AND INFORMATION MADE AVAILABLE THROUGH THEM, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. APPRICOT AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBCONTRACTORS AND AGENTS (COLLECTIVELY, "APPRICOT AFFILIATES"), DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, LEGALITY OR EFFECTIVENESS OF ANY CONTENT, DATA, RESULTS OR OTHER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY USER'S USE OF THE SERVICES.
9.2. APPRICOT DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES OR THE WEBSITE IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS. YOUR USE OF THE SERVICES AND THE WEBSITE, INCLUDING RELIANCE ON ANY CONTENT AVAILABLE THROUGH THEM, IS ENTIRELY AT YOUR OWN RISK, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9.3. WITHOUT LIMITING SECTIONS 9.1 AND 9.2, APPRICOT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, SUITABILITY OR TIMELINESS OF ANY OUTPUT OF THE AI FEATURES, INCLUDING THE APPS THEY WRITE, OR THAT SUCH OUTPUT WILL BE FREE FROM ERROR, BIAS OR OMISSION. CUSTOMER ACKNOWLEDGES THAT THE AI FEATURES ARE PROBABILISTIC AND THAT OUTPUT MAY VARY. ALL USE OF AND RELIANCE ON OUTPUT, AND ALL ACTIONS APPS TAKE ON CUSTOMER'S STORES, ARE AT CUSTOMER'S SOLE RISK.
10. Indemnification
10.1. YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS APPRICOT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES FROM ALL LIABILITIES, CLAIMS, ALLEGED CLAIMS, LOSSES AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN), INCLUDING REASONABLE ATTORNEYS' FEES, RELATED IN ANY WAY TO: (I) YOUR BREACH OF THESE TERMS; (II) YOUR USE OF, RELIANCE ON OR ACCESS TO THE SERVICES, INCLUDING THE APPS YOU BUILD AND ENABLE AND THE AI TOOLS YOU CONNECT; OR (III) ANY RIGHTS OF A THIRD PARTY REGARDING YOUR CUSTOMER DATA, INCLUDING PRIVACY OR INTELLECTUAL PROPERTY RIGHTS. WE WILL GIVE YOU WRITTEN NOTICE OF ANY SUCH CLAIM, SUIT OR ACTION, AND WILL ALLOW YOU TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AS LONG AS YOU CONDUCT THAT DEFENSE DILIGENTLY.
10.2. Customer as Controller of Store Customer Data. Customer is the controller (or business) of the personal data of its Store Customers that the Services process, and Appricot processes it as Customer's processor (or service provider). Customer is responsible for: (i) providing Store Customers with privacy notices that cover the Services and Customer's apps; (ii) obtaining any consent required for what its apps do with Store Customer data; (iii) having a lawful basis for the personal data it makes available to Appricot through Shopify; and (iv) the lawfulness of its instructions, apps and settings. Customer shall indemnify, defend and hold harmless Appricot from all claims, fines, penalties, losses and costs (including reasonable legal fees) arising from Customer's breach of this Section 10.2 or of its obligations as a controller under applicable privacy and data protection law, or from Appricot's compliance with Customer's documented instructions.
11. Limitation of Liability
11.1. IN NO EVENT SHALL APPRICOT OR ANY APPRICOT AFFILIATE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY OR DATA (INCLUDING THE COST OF RECREATING DATA), ARISING OUT OF OR RELATED TO THE SERVICES, THESE TERMS OR ANY DATA PROCESSING AGREEMENT, INCLUDING DAMAGES ARISING FROM ACTIONS TAKEN BY APPS OR CONNECTED AI TOOLS, OR FROM THE CONDUCT OF ANY USERS, STORE CUSTOMERS OR THIRD PARTIES, EVEN IF APPRICOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY DIRECT DAMAGES ARE SUBJECT TO SECTION 11.2.
11.2. APPRICOT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES AND ANY DATA PROCESSING AGREEMENT, FOR ALL CLAIMS COMBINED AND ON ANY THEORY OF LIABILITY, SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY CUSTOMER TO APPRICOT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) USD 1,000. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. NO ACTION MAY BE BROUGHT BY YOU IN CONNECTION WITH THE SERVICES MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUED.
11.3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 11 APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, BREACH OF STATUTORY DUTY, BREACH OF ANY DATA PROCESSING AGREEMENT OR DATA PROTECTION LAW, OR OTHERWISE. YOU ACKNOWLEDGE THAT THESE LIMITATIONS ARE AGREED ALLOCATIONS OF RISK THAT FORM PART OF THE CONSIDERATION FOR APPRICOT'S PROVISION OF THE SERVICES, AND THAT THEY APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF APPRICOT OR ANY APPRICOT AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES OR DAMAGES.
11.4. THE LIMITATIONS IN THIS SECTION 11 APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WHERE APPLICABLE LAW, INCLUDING PRIVACY AND DATA PROTECTION LAW, DOES NOT ALLOW A LIMITATION, APPRICOT'S LIABILITY IS LIMITED TO THE GREATEST EXTENT THAT LAW PERMITS. CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK IN THIS SECTION 11, WHICH IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
12. Amendments to these Terms
12.1. Appricot may change these Terms from time to time.
(a) Material changes. Where a change materially affects Customer's rights or obligations, Appricot will give Customer at least seven (7) days' notice before it takes effect, by notice within the Service or by email to an address associated with Customer's Appricot Account. The notice will say that these Terms have changed and where the updated version can be read.
(b) Right to terminate. If Customer does not accept a material change, Customer may terminate its Plan before the change takes effect in accordance with Section 3.4, and the change will not apply to Customer during any remaining paid period. Continued use of the Services after a material change takes effect constitutes acceptance of it.
(c) Other changes. All other changes take effect when the updated Terms are published, as shown by the "Last updated" date at the top of these Terms. Continued use of the Services after that date constitutes acceptance.
(d) Corrections. Correcting a typographical error, a broken link, or a statement that was inaccurate when written does not by itself constitute a material change.
13. General
13.1. Relationship of the Parties. These Terms do not create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between the parties.
13.2. Governing Law and Jurisdiction. Any claim relating to the use of the Services will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Services will be brought in, and you consent to the exclusive jurisdiction and venue of, the competent courts of Tel Aviv, Israel.
13.3. Assignment. You may not assign, sublicense or otherwise transfer any of your rights or obligations under these Terms without Appricot's prior express written consent. We may assign our rights and obligations under these Terms, and transfer ownership rights in the Services, to a third party without your consent or prior notice.
13.4. Severability. If any provision of these Terms is found to be unlawful, void or unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
13.5. No Waiver. No waiver by either party of any breach or default will be deemed a waiver of any preceding or subsequent breach or default.
13.6. Electronic Records. A printed version of these Terms and of any notice given in electronic form is admissible in judicial or administrative proceedings based on or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and kept in printed form.
14. Contact Us
These Terms are entered into with Kimonix Ecommerce Ltd., whose office is at Aluf Kalman Magen St 3, Tel Aviv-Yafo, 6107075, Israel. For more information about these Terms, contact us at support@appricot.ai.