Terms of Service

1. The service

Counter provides an AI assistant that answers your customers’ questions in a chat on your store, a shared inbox for your team, and, where you turn them on, actions such as returns, refunds, cancellations, discount codes and address changes on your store. Features depend on your plan, your store platform and the permissions you grant.

2. Accounts and your team

• You must be at least 18 and authorized to bind your business.
• Keep sign-in details secure. You are responsible for what happens under your workspace, including actions your team members take or approve.
• The workspace owner controls the team, billing and store connections.

3. Your responsibilities

• Rules and actions. Counter acts within the rules, limits and approvals you configure. You are responsible for those settings and for the refunds, cancellations, discounts and other changes made on your store under them.
• Accurate knowledge. The assistant answers from your store data and the knowledge you provide. Keep it accurate and up to date.
• Your customers. You are responsible for your relationship with your customers, including telling them in your own privacy notice that you use an AI support assistant and service providers such as Counter.
• Lawful use. You must comply with the laws that apply to your store and your customer communications.

4. AI output

Counter’s replies are generated by AI and can be incomplete or wrong. Counter is designed to answer only from your store’s data, to hand off when it isn’t sure, and to recheck live store facts and ask the customer to confirm before acting. Even so, review your rules, use the playground to test them, and require staff approval for any action where a mistake would be costly.

5. Plans and billing

• Current plans are Starter $29 (500 AI conversations), Growth $99 (2,500 AI conversations), Scale $249 (7,500 AI conversations), each per store and per 30-day billing period. Prices are in US dollars and exclude taxes.
• An AI conversation is a chat the assistant answered at least once during the period. Chats only your team answers are not counted.
• For Shopify stores, charges are billed by Shopify on your Shopify invoice, under Shopify’s billing terms. For Medusa stores, charges are billed to your card through Stripe, in advance for each period, with extra conversations billed at the end of the period.
• Monthly paid plans can continue past their allowance at $0.04 per extra conversation, up to a spending limit you approve. Annual plans, and plans that reach their limit, stop assistant replies and pass new chats to your team until the next period.
• Each store’s first plan starts with a 7-day free trial. Starting it needs a card (or, for Shopify stores, your approval in Shopify), and the plan is billed when the trial ends unless you cancel first.
• Each store gets one free trial in total, even if it’s reinstalled, removed and added again, or connected to another workspace. The same goes for each Medusa backend and each card. If a store, backend or card has already had a trial, the plan is billed straight away.
• Counter has no free plan. Without an active plan or trial, the assistant doesn’t answer shoppers, storefront chat is hidden, and the console is limited to Billing, store connections and your account.
• You can change or cancel your plan at any time from Billing. When you cancel a Shopify store’s plan, Shopify prorates the refund for the unused part of the period. When you cancel a Medusa store’s plan, it stays active until the end of the period you’ve paid for. Changing between paid plans on a Medusa store is prorated. Otherwise, fees are non-refundable except where the law requires.
• We may change prices or plans with at least 30 days’ notice. Changes apply from your next billing period.

6. Acceptable use

You may not use Counter to:

• break the law or infringe anyone’s rights;
• send spam, deceive customers, or pretend the assistant is a human when sincerely asked;
• process data you have no right to use, or sensitive data the service isn’t designed for, such as payment card numbers or health records, in chats or knowledge;
• probe, overload or attack the service, or get around its limits or security; or
• copy or resell the service, or use it to build a competing product.

7. Data processing

This section is our data processing agreement. It applies to personal data of your customers and store visitors that Counter processes for you (“Customer Personal Data”). Our Privacy Policy describes that data in detail.

• Roles and instructions. You are the controller and we are your processor. We process Customer Personal Data only to provide Counter for you, following your documented instructions, which include these terms and your settings.
• Confidentiality. Anyone we allow to process it is bound by confidentiality.
• Security. We use appropriate technical and organizational measures, including encryption in transit and at rest, encrypted store credentials and role-based access.
• Subprocessors. You authorize the subprocessors listed in the Privacy Policy. We bind them to data protection terms at least as protective as these, remain responsible for them, and will give notice of new subprocessors so you can object.
• Assistance. We will help you respond to requests from individuals and with data protection assessments, and we act on privacy requests Shopify sends us.
• Breaches. We will notify you without undue delay, and within 72 hours where possible, after becoming aware of a personal data breach affecting your data.
• Deletion. Conversations are deleted on your retention schedule. When you uninstall Counter or close your account, we delete Customer Personal Data, except minimal records the law requires us to keep.
• Transfers. Where data from the EU, UK or Switzerland is transferred, the Standard Contractual Clauses (or the UK and Swiss equivalents) apply and are incorporated by reference.
• Audits. On reasonable request, we will provide information needed to demonstrate compliance with this section.
• No sale. We do not sell or share Customer Personal Data, or use it for any purpose other than providing Counter to you.

8. Your content and our service

You keep all rights to your content, store data and knowledge. You give us the permission needed to host and process it to run Counter for you. We own Counter and everything we build, and we may use feedback you give us without obligation. We may use aggregated, de-identified usage statistics to operate and improve the service; these never identify you or your customers.

9. Third-party services

Counter works with services we don’t control, such as Shopify, Medusa and OpenAI. Their terms govern your use of them, and we are not responsible for their availability or changes. Some features may stop working if a platform changes or removes access.

10. Availability and changes

We work to keep Counter available but don’t guarantee it will be uninterrupted or error-free. We may improve or change features, and will give reasonable notice before removing a feature you rely on.

11. Suspension and termination

You can stop using Counter at any time by uninstalling the app or closing your account. We may suspend or end access if you seriously or repeatedly break these terms, don’t pay, or put the service or others at risk; where reasonable, we will warn you first. Sections 7, 8 and 12 to 14 survive termination.

12. Disclaimers

Except as stated in these terms, Counter is provided “as is” and “as available”, without warranties of any kind, including merchantability, fitness for a particular purpose and non-infringement, to the extent the law allows.

13. Limitation of liability

To the extent the law allows, neither party is liable for indirect, incidental, special or consequential damages, or for lost profits, revenue or data. Each party’s total liability under these terms is limited to the fees you paid Counter in the 12 months before the claim. These limits don’t apply to your payment obligations, your indemnity below, or liability that can’t be limited by law.

14. Indemnity

You will defend and indemnify us against third-party claims arising from your store, your content, your rules and the actions taken under them, or your breach of these terms or the law.

15. General

• These terms are governed by the laws of Mexico, without regard to conflict-of-law rules, and disputes go to its courts.
• We may update these terms. We will give at least 30 days’ notice of material changes; continuing to use Counter afterward means you accept them.
• You may not transfer this agreement without our consent; we may transfer it as part of a merger or sale of our business.
• If any part is unenforceable, the rest stays in effect. Not enforcing a term is not a waiver.
• These terms, the Privacy Policy and your plan selections are the entire agreement about Counter.

16. Contact

Alexander Attie, Paseo de Tamarindos 90, Torre 1 piso 20, CDMX, México, 05120. support@usecounter.ai