Terms of service

1. Who these terms are between

Copiara is operated by Yikes Dude LLC, a Texas limited liability company (“Copiara”, “we”, “us”). These terms form an agreement between Copiara and you, or the organization you act for.

They cover copiara.com and the Copiara application installed into a Shopify store: the admin app embedded in the Shopify admin, the buyer-facing surfaces it adds to the merchant’s own storefront, the AI concierge, and the APIs and webhooks behind them. All of that is the “Service”.

By installing the app, or by using the Service, you accept these terms. If you are accepting on behalf of a company, you confirm you are authorized to bind it.

2. The words that carry weight

• Customer is the merchant that installs Copiara into its Shopify store.
• Authorized User is anyone a Customer permits to use the Service, including its own staff and the buyers it serves.
• Customer Data is everything the Service receives from a Customer’s Shopify store or generates through use: catalog and pricing, buyer companies and contacts, quotes, approvals, credit records, orders, documents, and concierge conversations.
• Buyer User is a person who signs in to a Customer’s Shopify store to buy from that Customer.
• Shopify is Shopify Inc., the platform the Customer’s store runs on and through which the Service is distributed and billed.

3. Order of precedence

Where a signed commercial agreement, order form, pilot agreement, or data processing agreement between you and Copiara says something different from these terms, that document wins for the subject it covers. These terms fill in everything it does not address.

Your agreement with Shopify governs your Shopify store and your relationship with Shopify. Nothing here modifies it, and we are not a party to it.

4. Access and access control

The Service is for business use by organizations and the people who work for them. You must be at least 18 and able to enter a contract.

Authentication runs through Shopify. Your staff reach the admin app through the Shopify admin, and which of them may do so is controlled by the staff permissions you set in Shopify. Buyers reach the storefront surfaces through Shopify customer accounts. Copiara never sees or stores a Shopify password. Inside the Service, Copiara applies its own roles and permissions on top of the identity Shopify establishes, and configuring those is the Customer’s decision and responsibility.

Tell us promptly at hello@copiara.com if you believe access has been compromised.

5. Installation and the Shopify App Store

Copiara is built for distribution through the Shopify App Store and is installed by the Customer into its own Shopify store. The app is not listed yet, so these terms take effect for a given Customer at the point it installs the app. Installation grants the app a set of Shopify access scopes, which Shopify displays for approval before the install completes. The app can read and write only within those scopes, and the categories of data involved are listed in the privacy policy.

A Customer may uninstall the app from its Shopify admin at any time. Uninstalling ends our access to the store and starts the deletion path described in section 20.

6. Fees, billing, and taxes

Subscription plans, prices, and the free trial are published at copiara.com/pricing and will also appear on the Copiara listing in the Shopify App Store when that listing is published. Where the two ever differ, the listing you actually subscribe through controls.

Billing runs entirely through Shopify’s app billing. You approve the charge in your Shopify admin, Shopify bills you on your Shopify invoice, and Shopify’s billing terms govern how and when that charge is taken. Copiara does not collect card or bank details, and no payment credentials ever reach us. Refunds, proration, and cancellation of a subscription follow Shopify’s app billing behavior and the listing terms.

Where a signed order form sets fees outside Shopify app billing, that document controls for the fees it covers. Fees exclude taxes. You are responsible for sales, use, VAT, and similar taxes on your purchase, other than taxes on our income.

7. Customer Data belongs to the Customer

A Customer owns its Customer Data. We claim no ownership of it. The Customer grants us a non-exclusive license to host, process, transmit, and display Customer Data solely to provide, secure, and support the Service, and to comply with the law.

We do not sell Customer Data. We do not use one Customer’s catalog, pricing, conversations, or orders to train models for another Customer, and we do not train models on Customer Data for general product improvement. How Customer Data reaches Vertex AI, and what happens to it there, is described in the privacy policy.

We process personal data inside Customer Data as a processor on the Customer’s instruction. A data processing agreement is available on request.

A Customer is responsible for the lawfulness of the data in its Shopify store and of what it adds through the Service, including having the rights and notices needed for the personal data of its own buyers and staff.

8. Buyer users and the trade relationship

A Buyer User’s commercial relationship is with the merchant whose Shopify store they are using, not with Copiara. The merchant sets its own prices, terms of sale, credit terms, fulfillment, and returns policy, and is the seller of record. Copiara is not a party to any purchase made through a Customer’s store and makes no representation about the goods sold.

9. Payments and trade money

Copiara is not a payment processor, a money transmitter, or a lender, and it is not in a Customer’s trade-money flow. Buyer orders settle at the Customer’s Shopify checkout, on the payment terms the Customer configures in Shopify. Payment and fulfillment state shown in the Service is read back from Shopify, which remains the system of record for it.

Net terms, credit limits, and credit exposure are data the Customer maintains and the Service displays and enforces according to the Customer’s own configuration. Copiara does not underwrite, extend, or guarantee credit, and does not make a credit decision on anyone’s behalf.

10. The AI concierge

The concierge answers from the Customer’s own catalog, pricing, and account context, and its tool access is registered and permission-checked. It works inside the signed-in user’s context, which means it cannot see another merchant’s store, change a role, or bypass an approval path or a margin floor.

It is still a language model. Output can be incomplete or wrong, particularly on a technical equivalence or a specification question. Treat it as an assistant, not as an authority: do not rely on it as the sole basis for a purchase, a substitution, a safety-critical specification, or a commitment to a customer. Fuzzy cross-reference matches go to a review queue rather than mapping themselves, and approval routing and spend limits stay in force. Nothing the concierge produces is legal, tax, engineering, or other professional advice.

Customer administrators configure the concierge, including which tools it may use, its budgets, and its guardrails. Those settings are the Customer’s responsibility.

11. Acceptable use

You agree not to:

• attempt unauthorized access to the Service, another merchant’s data, or any account, system, or data you were not granted;
• probe, scan, or test the security of the Service outside the coordinated disclosure process on the security page;
• scrape, crawl, or call the Service at a rate that degrades it for anyone else, or circumvent a rate limit;
• reverse engineer, decompile, or copy the Service, or use it to build a competing product;
• resell, sublicense, or provide the Service to a third party except as a Customer serving its own buyers through its own Shopify store;
• use the Service with data you do not have the right to process, or with content that is unlawful, infringing, defamatory, or harmful;
• upload or transmit malware, or use the Service to send unsolicited bulk email;
• use the concierge, an API key, or a webhook to work around a permission, an approval requirement, a spend limit, or a margin floor;
• misrepresent who you are, including submitting the contact form with false details;
• use the Service in violation of applicable law, including export control and sanctions law, or in violation of Shopify’s own terms and policies.

12. Suspension

We may suspend an installation or a specific user where there is a security risk, a violation of section 11, or a legal requirement. Except where an immediate risk makes it impossible, we give notice first and a reasonable chance to fix the problem, and we limit the suspension to what the problem actually requires. Suspension or cancellation of a subscription for non-payment is handled by Shopify under its app billing.

13. Third-party services

The Service depends on Shopify, and on the infrastructure and vendors named in the privacy policy. Your Shopify store, its availability, its native B2B features, and its billing are governed by your agreement with Shopify, and we are not responsible for them. A change Shopify makes to its APIs, its plans, or its policies can change what the Service is able to do.

If a Customer connects the Service to something else of its own, such as an ERP or an endpoint receiving webhooks, that connection is governed by the Customer’s agreement with that provider, and the Customer is responsible for the API keys and webhook endpoints it configures.

14. Intellectual property

Copiara, including the application, its software, design, and documentation, belongs to Yikes Dude LLC. The Copiara name and mark belong to Yikes Dude LLC, and nothing here grants a license to use them beyond ordinary use of the Service and this website. We grant a Customer a non-exclusive, non-transferable right to use the Service during the term, subject to these terms.

A Customer’s own marks, logos, and branding remain the Customer’s, and it grants us only the license needed to display them in its store and in the Service.

If you send us feedback or a suggestion, we may use it without obligation to you. We will not identify you or your organization as the source without permission.

15. Confidentiality

Each party may learn non-public information from the other. The receiving party will protect it with at least reasonable care, use it only to perform under this agreement, and disclose it only to people who need it and are bound to comparable obligations. This does not cover information that is public through no fault of the receiver, already known without obligation, or independently developed. A legally compelled disclosure is permitted, with notice to the other party where the law allows.

16. Availability, support, and change

Current component state and any published incident notices are on the status page. We do not commit to an uptime percentage or a support response time in these terms; a service level commitment exists only where a signed agreement provides one. We do not control Shopify’s availability.

We improve the Service continuously and may add, change, or remove features. We will not make a change that materially degrades a core function a Customer is paying for without giving reasonable advance notice to administrators.

17. Warranties and disclaimers

Each party warrants it has the authority to enter this agreement. We warrant that we will provide the Service with reasonable skill and care.

Otherwise, and to the fullest extent the law allows, the Service is provided as is and as available, and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing. We do not warrant that the Service will be uninterrupted or error free, that a cross-reference match is correct for your application, or that AI- generated output is accurate or complete.

18. Limitation of liability

To the fullest extent the law allows, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost business, or lost or corrupted data, even if advised such damages were possible.

Each party’s total aggregate liability arising out of or relating to this agreement is limited to the fees paid or payable by the Customer for the Service in the twelve months preceding the event giving rise to the claim, or one hundred United States dollars if no fees were paid.

These limits do not apply to a party’s indemnity obligations in section 19, to a Customer’s payment obligations, to a breach of section 15, or to liability that cannot be limited under applicable law, including fraud, willful misconduct, and death or personal injury caused by negligence.

19. Indemnity

A Customer will defend and indemnify Copiara against third-party claims arising from its Customer Data, its use of the Service in breach of these terms or the law, or its commercial relationship with its own buyers.

Copiara will defend and indemnify a Customer against third-party claims that the Service, used as permitted, infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or agreed in settlement. This does not apply to a claim arising from Customer Data, a modification we did not make, or use of the Service in combination with something we did not supply. If the Service becomes the subject of such a claim, we may modify it, obtain a license, or terminate the affected subscription and refund fees prepaid for the unused term.

In each case the indemnified party must give prompt notice, let the indemnifying party control the defense, and cooperate reasonably.

20. Term, termination, and what happens to the data

This agreement runs while the app is installed in your Shopify store or you hold a subscription for it. Either party may terminate for material breach that is not cured within 30 days of notice. We may terminate immediately for a serious violation of section 11 or where the law requires it. A Customer may terminate at any time by uninstalling the app.

On uninstall, our access to the store ends immediately. Shopify sends the shop/redact webhook about 48 hours later, and we delete the Shopify connection data we hold for that store: the access tokens, the links to Shopify customers and products, queued work for the shop, and any parked data-request package. Your Shopify store and everything in it are unaffected: they belong to you and stay with Shopify.

Records the Service created for you, such as quote history, approval history, and cross-reference mappings, are retained in your Copiara workspace and flagged rather than deleted, so reinstalling the app returns you to the same workspace. Deleting a workspace is a separate step. Write to us if you want those records exported, deleted, or both, and we will do it. Retention and backup behavior is described in the privacy policy.

Sections 7, 14, 15, 17, 18, 19, 21, and 23 survive termination.

21. Governing law and disputes

This agreement is governed by the laws of the State of Texas, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing anything, the parties will try to resolve the dispute informally: write to hello@copiara.com describing the problem and the outcome you want, and we will engage in good faith for 30 days. If that fails, the state and federal courts located in Travis County, Texas have exclusive jurisdiction, and both parties consent to venue there.

22. Changes to these terms

We may update these terms as the app and our commitments change. The date at the top always reflects the current version. For a material change, we notify administrators by email at least 30 days before it takes effect, and continued use after that date is acceptance. If a material change is unacceptable to a Customer, it may uninstall before the effective date and receive a pro rata refund of prepaid fees for the unused term.

23. General

• Assignment. Neither party may assign this agreement without the other’s consent, except to a successor in a merger, acquisition, or sale of substantially all assets.
• Force majeure. Neither party is liable for a delay or failure caused by something outside its reasonable control, other than a payment obligation.
• Severability. If a provision is unenforceable, it is limited to the minimum extent necessary and the rest stays in force.
• No waiver. Not enforcing a provision once does not waive it.
• Independent parties. Nothing here creates a partnership, agency, or employment relationship, and nothing here makes Shopify a party to this agreement.
• Notices. Notices to us go to hello@copiara.com. Notices to you go to the email addresses on your installation.
• Entire agreement. These terms, together with any order form, signed agreement, and the privacy policy, are the entire agreement on this subject and supersede earlier discussions.

24. Contact

Questions about these terms, a request for a signed agreement or a data processing agreement, or anything else contractual goes to hello@copiara.com.