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Terms of Service

Last Updated May 20, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING OUR SERVICE

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms of Service:

  • Application means the software program provided by the Company downloaded by You on any electronic device, named Retail Cloud Connect.

  • Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

  • Account means a unique account created for You to access our Service or parts of our Service.

  • Authentication Provider means a third-party identity and authentication service used to access the Service, including Auth0 or any other provider designated by the Company.

  • Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Nimstrata LLC, 800 North State Street, Suite 304, Kent County, Dover, Delaware 19901.

  • Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.

  • Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.

  • Free Trial refers to a limited period of time that may be free when purchasing a Subscription.

  • Service refers to the Application.

  • Subscriptions refer to the services or access to the Service offered on a subscription basis by the Company to You.

  • Terms of Service (also referred as "Terms") mean these Terms of Service that form the entire agreement between You and the Company regarding the use of the Service.

  • You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

These are the Terms of Service governing the use of this Service and the agreement that operates between You and the Company. These Terms of Service set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms of Service. These Terms of Service apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms of Service. If You disagree with any part of these Terms of Service then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Electronic Communications. By using the Service, You consent to receive notices, disclosures, and communications from the Company electronically, including by email or through the Service interface. You agree that electronic communications satisfy any legal requirement that communications be in writing.

Acceptable Use

You may use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

  • Reverse engineer, decompile, disassemble, or attempt to extract the source code of the Service;

  • Scrape, crawl, or use automated means to access the Service except through authorized APIs;

  • Share, resell, or sublicense access to the Service without the Company's prior written consent;

  • Circumvent usage limits, billing mechanisms, or security controls;

  • Interfere with or disrupt the integrity or performance of the Service or its underlying infrastructure;

  • Use the Service to transmit unlawful, infringing, or harmful content;

  • Conduct security testing, penetration testing, or vulnerability scanning of the Service without prior written authorization from the Company.

The Company reserves the right to suspend or terminate access immediately upon discovery of any violation of this section.

Subscriptions

Subscription period

The Service or some parts of the Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.

At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or the Company cancels it.

Subscription cancellations

You may cancel Your Subscription renewal either through Your Account settings page or by contacting the Company. You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.

Billing

You shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.

Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Consumption-Based Usage Charges

Billable Requests. Usage charges are calculated based on the number of API requests processed through the Service, as measured by the Company's metering systems. A "billable request" is any API call successfully received and processed by the Service, regardless of the origin of that request.

Authoritative Measurement. Usage calculations determined by the Company's metering systems shall be presumed accurate absent manifest error. In the event of a dispute, the Company's records shall serve as the authoritative source.

Bot and Automated Traffic. You acknowledge that storefront traffic may include automated bot traffic, crawlers, and other non-human requests that generate billable API calls. The Company implements reasonable security measures against common malicious traffic patterns but cannot control the total volume of requests reaching Your storefront. You are solely responsible for implementing bot management, rate limiting, CAPTCHA, or other traffic filtering measures on Your storefront.

No Liability for Excess Charges. The Company is not liable for excess usage charges caused by denial-of-service attacks, bot traffic, crawler activity, configuration errors, or third-party integrations beyond the Company's control.

Billing Disputes. Any billing dispute must be submitted in writing to hello@nimstrata.com within 30 days of the applicable invoice date. Disputes submitted after this period will not be considered.

Fee Changes

The Company may modify the Subscription fees from time to time. Any Subscription fee change will become effective at the end of the then-current Subscription period.

The Company will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.

Refunds

Except when required by law, paid Subscription fees are non-refundable.

Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company.

Free Trial

The Company may, at its sole discretion, offer a Subscription with a Free Trial for a limited period of time.

You may be required to enter Your billing information in order to sign up for the Free Trial.

If You do enter Your billing information when signing up for a Free Trial, You will not be charged by the Company until the Free Trial has expired. On the last day of the Free Trial period, unless You canceled Your Subscription, You will be automatically charged the applicable Subscription fees for the type of Subscription You have selected.

At any time and without notice, the Company reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

Security and Shared Responsibility

The Company and Customer share responsibility for the security of the Service environment as follows:

Company Responsibilities. The Company is responsible for:

  • Security of the Service's underlying infrastructure and platform controls;

  • Secure storage of service account credentials via Google Cloud Secret Manager;

  • Reasonable measures to detect and mitigate common malicious activity at the API layer.

Customer Responsibilities. Customer is responsible for:

  • Security of their Shopify or Agentforce Commerce storefront and any third-party apps or themes;

  • Safeguarding account credentials and API keys issued in connection with the Service;

  • Implementing bot management and traffic filtering on their storefront;

  • Ensuring lawful collection and use of shopper data on their storefront;

  • Compliance with applicable data protection laws in their jurisdiction.

The Company is not responsible for security incidents arising from Customer's failure to meet their responsibilities above.

User Accounts

When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.

You are responsible for safeguarding the credentials that You use to access the Service and for any activities or actions under Your account, whether accessed directly or through an Authentication Provider.

You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

Intellectual Property

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

The Service is protected by copyright, trademark, and other laws of both the governing law and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

Your Feedback to Us

You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

Customer Data

Ownership. Customer retains all right, title, and interest in and to Customer data, including storefront content, product catalogs, configuration data, shopper behavioral events, and any other data submitted to or processed through the Service ("Customer Data").

Limited License. Customer grants the Company a limited, non-exclusive license to process, store, and transmit Customer Data solely as necessary to provide, operate, and improve the Service, including in aggregated or de-identified form for platform-wide improvements.

No Cross-Merchant Use. Customer Data is scoped to Customer's Google Cloud environment and will not be shared with other merchants, used to train generalized machine learning models, or used for benchmarking without Customer's explicit written consent. Where Google Cloud processes Customer Data under Google's terms, such use is governed by the Google Cloud Retail Data Use Terms.

Aggregated Analytics. Notwithstanding the above, the Company may collect and use aggregated, de-identified usage data derived from Customer's use of the Service to operate, improve, secure, and analyze the Service, provided that such data does not identify Customer or any individual Customer shopper. This includes platform-level telemetry, performance metrics, error rates, and system diagnostics.

Data Return and Deletion. Upon termination of the Service, the Company will make Customer Data available for export for a period of 30 days, after which it may be deleted in accordance with the Company's data retention policies.

Confidentiality

Each party agrees to protect the other party's confidential information using commercially reasonable care and not to disclose it to third parties except as necessary to perform under these Terms or as required by law. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party, or is independently developed without reference to the disclosing party's confidential information.

The Company's confidential information includes, without limitation, pricing, product roadmaps, and technical architecture. Customer's confidential information includes, without limitation, Customer Data, storefront configurations, and business metrics.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Third-Party Services and Dependencies

The Service integrates with and depends on third-party platforms including Shopify, Salesforce, and Google Cloud. Your use of those platforms is governed by their respective terms of service, which apply independently of these Terms.

The Company is not responsible for:

  • Changes made by Shopify, Salesforce, Google Cloud, or other third-party providers that affect the functionality or availability of the Service;

  • Outages, API rate limits, deprecations, or service degradation caused by third-party providers;

  • Data handling practices of third-party platforms beyond what is described in our Privacy Policy;

  • The availability, security, or performance of Authentication Providers; outages or security incidents affecting third-party authentication services are outside the Company's control and do not constitute a failure of the Service.

Where third-party terms conflict with these Terms, the third-party terms govern with respect to use of that third-party service.

AI-Generated Content and Search Results

The Service uses Google Cloud AI Commerce Search and related AI-powered features to generate search results, product recommendations, merchandising, enriched product data, and conversational outputs. You acknowledge that:

  • AI-generated outputs may be inaccurate, incomplete, or inconsistent and should not be relied upon as definitive without independent review;

  • The Company does not guarantee search relevance, ranking accuracy, recommendation quality, or any specific conversion or revenue outcome;

  • AI model providers including Google may modify, retrain, suspend, or discontinue model features that affect the Service, and the Company is not liable for resulting changes in output quality;

  • You are solely responsible for reviewing AI-generated outputs before use in customer-facing contexts, and for ensuring your use of the Service complies with applicable consumer protection and advertising laws.

Beta and Preview Features

The Company may offer beta, preview, or experimental features from time to time. Such features are provided "as-is," may be modified or discontinued at any time without notice, and may not be suitable for production use. The Company makes no warranties with respect to beta features and shall not be liable for any issues arising from their use.

Termination

The Company may suspend or terminate Your Account for material breach of these Terms, nonpayment, unlawful activity, security risk, or abuse of the Service. The Company additionally reserves the right to suspend or terminate access at its sole discretion where it determines, in good faith, that continued access poses a risk to the Service, its users, or third-party platforms on which the Service depends.

Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.

Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

  • Your use of or access to the Service;

  • Your violation of these Terms;

  • Your infringement of any third-party intellectual property, privacy, or other rights;

  • Your storefront content, product data, or customer-facing configurations;

  • Bot traffic, security incidents, or excessive API usage originating from Your storefront infrastructure.

The Company will provide prompt written notice of any such claim and cooperate reasonably in the defense at Your expense.

Limitation of Liability

Liability Cap. Except as set forth below, the entire liability of the Company and any of its suppliers under any provision of these Terms shall be limited to the fees actually paid by Customer in the twelve (12) months preceding the claim.

Carveouts. The liability cap above does not apply to: (i) Customer's payment obligations; (ii) Customer's indemnification obligations; (iii) fraud, willful misconduct, or gross negligence by either party; or (iv) Customer's violation of the Acceptable Use section.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

"AS IS" and "AS AVAILABLE" Disclaimer

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the Company's providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

The Service operates as middleware connecting Your Shopify or Agentforce Commerce store to Google Cloud Retail APIs. The Company uses commercially reasonable efforts to maintain availability.

The Company shall not be liable for any service interruptions, data unavailability, or degraded performance caused by outages or changes to Shopify, Agentforce Commerce, Google Cloud, or any other third-party platform on which the Service depends. You expressly acknowledge that the Company has no control over the availability of these third-party services and waive any claim against the Company for lost revenue, lost profits, lost data, or other direct or indirect damages arising from such outages.

Governing Law

The laws of the state of Delaware, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

Informal Resolution. If You have a dispute with the Company, You agree to first contact us at hello@nimstrata.com and attempt to resolve the matter informally for at least 30 days before initiating formal proceedings.

Binding Arbitration. If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered under the rules of the American Arbitration Association (AAA), with proceedings conducted in Delaware.

Class Action Waiver. You agree that any dispute will be resolved on an individual basis only. You waive any right to participate in a class action lawsuit or class-wide arbitration against the Company.

Exceptions. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm, without waiving the right to arbitration for all other claims.

EU Users. If You are a European Union consumer, mandatory provisions of the law of Your country of residence apply and are not affected by this section.

United States Federal Government End Use Provisions

If You are a U.S. federal government end user, our Service is a "Commercial Item" as that term is defined at 48 C.F.R. §2.101.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Entire Agreement

These Terms, together with the Privacy Policy and any other policies or agreements expressly incorporated by reference, constitute the entire agreement between You and the Company with respect to the Service and supersede all prior or contemporaneous agreements, representations, or understandings relating to the same subject matter.

Translation Interpretation

These Terms of Service may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

Changes to These Terms of Service

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. We will notify You of any changes by posting the updated Terms on this page and updating the "Last updated" date at the top of these Terms of Service.

You are advised to review these Terms of Service periodically for any changes. By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Shopify & Agentforce Commerce Integrations

Cookie Management Responsibilities

If You are a Shopify or Agentforce Commerce merchant using Retail Cloud Connect, You acknowledge and agree that You are responsible for accurately classifying cookies set by the Service within Your designated cookie management tools. You must ensure proper categorization and disclosure of all cookies in accordance with applicable privacy laws and regulations, including but not limited to GDPR, CCPA, and other relevant data protection legislation in Your jurisdiction.

The Service may place cookies or similar tracking technologies on Your Shopify or Agentforce Commerce storefront as necessary to provide search personalization, recommendation, and storefront functionality. A current list of cookies used by the Service is maintained in the Company's documentation and Privacy Policy, which may be updated from time to time as the Service evolves.

You are solely responsible for ensuring cookies set by the Service are correctly classified and disclosed within Your consent management platform in accordance with applicable privacy laws in Your jurisdiction, including but not limited to GDPR, CCPA, and ePrivacy regulations.

Accessibility

Nimstrata makes commercially reasonable efforts to ensure that App Blocks and storefront components provided through the Service are compatible with common screen readers and conform to generally accepted web accessibility standards. However, the Company makes no warranty that the Service will meet any specific accessibility requirement, standard, or regulation.

You acknowledge that accessibility compliance of Your storefront is Your sole responsibility. Customizations to App Blocks, theme modifications, and final storefront deployments are outside the Company's control. The Company shall not be liable for any accessibility-related claims, penalties, or damages arising from Your customizations or from third-party themes, apps, or configurations used in conjunction with the Service.

No Legal or Compliance Advice

References in these Terms to GDPR, CCPA, accessibility standards, or other legal or regulatory frameworks are provided for informational context only. The Company does not provide legal, regulatory, or compliance advice. You are solely responsible for determining your obligations under applicable law and for ensuring your use of the Service complies with those obligations. Nothing in these Terms should be construed as legal advice.

Google Cloud Retail Services and Data Use Terms

By using Retail Cloud Connect, You acknowledge and agree that You are also bound by the Google Cloud Retail Data Use Terms.

Nimstrata-Managed Environments

If You are using a Nimstrata-managed Google Cloud environment (the default setup option), Nimstrata manages the Google Cloud infrastructure on Your behalf. By using the Service, You acknowledge and agree to the Google Cloud Retail Data Use Terms, and You authorize Nimstrata to manage Your Google Cloud environment in accordance with those terms.

In connection with managing Your Google Cloud environment, Nimstrata may store and access the following on Your behalf:

  • Google Cloud project IDs, names, and resource identifiers

  • Service account credentials and secret references, stored securely via Google Cloud Secret Manager

  • API enablement and provisioning state for Your environment

These credentials are used solely to provision and operate Your Retail Cloud Connect environment and are never shared with other merchants or used for any purpose outside the Service. Access to Your Google Cloud environment is governed by the Google Cloud Retail Data Use Terms you have agreed to by using the Service.

Customer-Controlled (Non-Managed) Environments

If You are using a customer-controlled Google Cloud environment (the advanced setup option where You maintain Your own Google Cloud project), You represent and warrant that:

  • (i) You have full legal authority to bind Your organization (Customer) to the Google Cloud Retail Data Use Terms and this Agreement;

  • (ii) You have read and understand the Google Cloud Retail Data Use Terms and this Agreement; and

  • (iii) You agree, on behalf of Customer, to the Google Cloud Retail Data Use Terms and this Agreement.

If You are using a customer-controlled environment and do not have the legal authority to bind Your organization (Customer), please do not accept the terms or install Retail Cloud Connect.

Please review all terms carefully prior to enabling any Google AI Commerce Search and Conversation (formerly "VASI" or Vertex AI Search for Industry: Commerce) Services in a Project. Learn more about managed and non-managed environment options.

Assignment

You may not assign or transfer these Terms or any rights hereunder without the Company's prior written consent. The Company may assign these Terms without Your consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void. These Terms bind and inure to the benefit of each party's permitted successors and assigns.

Survival

The following sections will survive the expiration or termination of these Terms for any reason: Customer Data, Indemnification, Limitation of Liability, Intellectual Property, Disputes Resolution, Governing Law, and any payment obligations accrued prior to termination.

Force Majeure

The Company shall not be liable for any delay or failure to perform its obligations under these Terms where such delay or failure results from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action, cyberattacks, internet or telecommunications failures, power outages, labor disputes, or outages of third-party cloud infrastructure providers including Shopify, Salesforce, and Google Cloud.

The Company will make commercially reasonable efforts to notify affected customers and resume normal service operations as quickly as practicable.

Contact Us

If you have any questions about these Terms of Service, You can contact us: