Terms of service

1. About these Terms

1.1 These Terms of Service (the “Terms”) are an agreement between Zhara Labs, a partnership firm based in India, with its communication address at C01, The First, B/H ITC Narmada, Nr. Shivalik High Street, Vastrapur, Ahmedabad, Gujarat 380015, India (“Zhara”, “we”, “us”), and the business that installs Zhara AI Search & Discovery on its Shopify store (“you”, the “Merchant”).

1.2 You accept these Terms by installing the App, approving a plan in Shopify, or using the App. If you accept on behalf of a business, you confirm that you have authority to bind it. If you do not agree, do not install or use the App.

1.3 The App is for business use only. It is not offered to consumers.

1.4 These Terms are an electronic record under India's Information Technology Act, 2000 and do not need a physical or digital signature.

1.5 These Terms include our Privacy Policy at https://www.zhara.io/privacy and our Data Processing Addendum (the “DPA”) at https://www.zhara.io/legal/dpa, which are part of this agreement.

2. Definitions

2.1 “App” means Zhara AI Search & Discovery, including its storefront components (app embed, app blocks and Shopify web pixel), its Shopify admin interface, its documentation and the services that support them.

2.2 “Store” means the Shopify store on which you install the App.

2.3 “Merchant Data” means data from your Store that the App accesses or receives, including your product catalog, inventory, order data, App settings, and the search and interaction data the App collects from your Store's visitors.

2.4 “Shopper” means a visitor to your Store, including a signed-in customer.

2.5 “Output” means results the App generates automatically, including search rankings, suggestions, spelling corrections, product recommendations, analytics and suggested improvements.

2.6 “Plan” means the free or paid plan you choose for the App, as described in the App's Shopify App Store listing or inside the App.

3. Relationship with Shopify

3.1 Zhara is an independent developer. We are not Shopify, and Shopify is not a party to these Terms. Your use of Shopify is governed by Shopify's own terms.

3.2 The App depends on Shopify's platform, APIs and billing system. Changes Shopify makes to them may affect how the App works. We will make reasonable efforts to adapt, but we are not responsible for changes or outages that Shopify controls.

4. Your account and store access

4.1 When you install the App, Shopify asks you to approve the permissions the App needs. We use those permissions only to provide the App to you.

4.2 You are responsible for everyone you allow to use the App through your Store, including staff and collaborators, and for keeping your Shopify login details secure. Tell us promptly at support@zhara.io if you suspect unauthorised use.

5. Your licence and acceptable use

5.1 Subject to these Terms and your Plan, we grant you a limited, non-exclusive, non-transferable licence to use the App on your Store for your internal business purposes while it is installed.

5.2 You must not, and must not allow anyone else to:

• copy, modify, reverse engineer, decompile or try to extract the source code or models of the App, except where the law expressly allows it;
• resell, sublicense or provide the App to anyone else, or use it for stores other than yours;
• scrape, crawl or automatically extract data from the App, or overload or disrupt it;
• use the App to build a competing product, or to benchmark it for publication without our written consent;
• bypass security measures, usage limits or billing;
• introduce malicious code, or use the App for anything unlawful, deceptive or harmful; or
• use the App to collect special categories of personal data, payment card data or data from children that requires parental consent.

6. Plans, fees and billing

6.1 Free plan. The App offers a free plan with the features and usage limits shown in the App Store listing and inside the App. We may change the free plan's features or limits by giving you at least 30 days' notice.

6.2 Paid plans. Paid plans are billed through Shopify's billing system and appear on your Shopify invoice. You approve each charge in Shopify before it applies. Paid plans renew automatically every 30 days, or every year if you choose annual billing, until you change plan or uninstall the App. Paid plans include a free trial of 14 days. You will be charged when the trial ends unless you downgrade or uninstall before then.

6.3 Usage limits. Plans may include usage limits, such as the number of products indexed and the number of monthly searches. If you reach a limit, we will tell you and you can upgrade. We will never apply a new or higher charge without your approval in Shopify.

6.4 Price changes. We will give you at least 30 days' notice of any price increase. Where Shopify requires it, the new price applies only after you approve it in Shopify. If you do not accept it, you can downgrade to the free plan or uninstall the App.

6.5 Taxes. Prices do not include taxes. Shopify may add applicable taxes, such as GST or VAT, to your invoice.

6.6 No refunds. Fees are non-refundable, including for partial billing periods, downgrades and unused features, except (a) where the law requires a refund, (b) as stated in section 6.4 of the DPA, or (c) if we discontinue the App under section 18.4. Uninstalling the App cancels your subscription and stops future charges.

6.7 Failed payments. If Shopify cannot collect a charge, we may move your Store to the free plan or suspend paid features after giving you at least 15 days' notice.

7. Your data

7.1 You own your data. As between you and Zhara, you own Merchant Data. Nothing in these Terms transfers ownership of Merchant Data to us.

7.2 Our licence to use it. You grant us a limited licence to host, copy, process, index, analyse and display Merchant Data only to provide, secure and support the App for you, as described in the Privacy Policy and the DPA.

7.3 Personal data. For personal data about Shoppers, you are the controller and we are your processor. The DPA sets out how we handle it.

7.4 Our commitments. We do not sell Merchant Data. We do not combine it with data from other merchants' stores. We do not use it to train or improve AI models that serve other merchants or third parties, and our AI providers are not allowed to use it to train their models.

7.5 Operational metrics. We may use information about the App's own performance, such as response times, error rates and how often features are used, to keep the App reliable. This information does not include Merchant Data and does not identify you, your Store or any Shopper.

7.6 Your responsibilities. You are responsible for: having a store privacy policy that tells Shoppers you use the App; collecting Shopper consent through Shopify's consent tools where the law requires it; having a lawful basis for the processing; and the accuracy and legality of your Store's content, products and prices.

7.7 Export and deletion. While the App is installed, you can ask us for a copy of your Merchant Data by emailing support@zhara.io. Please do so before uninstalling. We delete Merchant Data within 30 days after you uninstall the App, as described in the DPA.

8. AI features and Output

8.1 The App uses artificial intelligence, including Azure OpenAI Service provided by Microsoft, to interpret searches, rank and recommend products, correct spelling and suggest improvements. Section 5 of the Privacy Policy explains what data is sent to Microsoft for this.

8.2 Output is generated automatically and may be inaccurate, incomplete or unexpected. For example, a search may rank a less relevant product higher, or a suggested synonym may not suit your Store. We do not guarantee any particular Output.

8.3 You remain responsible for your merchandising decisions and for what appears on your Store. Review suggested changes, such as synonyms, boosts and redirects, using the App's preview before you apply them.

8.4 You must not try to manipulate the App's AI features to produce unlawful, misleading or harmful results.

9. Storefront components

9.1 The App adds its storefront features using Shopify theme app extensions, so it does not change your theme's code. You choose where to place its blocks in the Shopify theme editor, and our team can help you with setup through https://www.zhara.io/help.

9.2 Theme changes, custom code or other apps can affect how the App's components display. We will help where we reasonably can, but we are not responsible for problems caused by changes outside the App.

10. Third-party services

The App relies on third-party services, including Shopify, Microsoft Azure for hosting, search infrastructure and AI features (through Azure OpenAI Service). The providers that process personal data are listed in the DPA. We choose providers carefully and are responsible for them as set out in the DPA, but we are not liable for outages or changes in third-party services beyond our reasonable control.

11. Support, availability and changes

11.1 Support is available by email at support@zhara.io. We aim to reply within 2 business days, Monday to Friday, India Standard Time.

11.2 We work to keep the App available and fast, but we do not guarantee that it will be uninterrupted or error free. We may carry out maintenance, and will try to schedule planned maintenance at times of low use.

11.3 We may improve, change or remove features. If a change materially reduces the features of a paid Plan you are on, we will give you at least 30 days' notice.

11.4 We may offer beta features, clearly labelled. Beta features are provided as they are, may change or be withdrawn at any time, and may have lower reliability.

12. Feedback

If you send us suggestions or feedback about the App, we may use them freely, without any obligation to you.

13. Intellectual property

13.1 Zhara owns the App, including its software, models, design, documentation and trademarks. Apart from the licence in section 5, these Terms give you no rights in them.

13.2 You own your Store, its content and your Merchant Data.

13.3 We will not use your name or logo, for example as a customer reference, without your prior written consent.

14. Confidentiality

14.1 Each party will keep the other's non-public business, technical and financial information confidential, use it only for the purposes of these Terms, and protect it with at least reasonable care.

14.2 This does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed, or is lawfully received from a third party. A party may disclose confidential information where the law requires it, after giving the other party notice where lawful.

15. Warranties and disclaimers

15.1 Each party confirms that it has the authority to enter into these Terms.

15.2 We will provide the App with reasonable skill and care and substantially as described in its App Store listing and documentation.

15.3 Except as stated in these Terms, the App is provided “as is” and “as available”. To the extent the law allows, we disclaim all other warranties, express or implied, including fitness for a particular purpose and non-infringement. We do not guarantee any level of sales, conversion, revenue, traffic or search ranking.

16. Limitation of liability

16.1 To the extent the law allows, neither party is liable for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill or business opportunity, even if it was told such loss was possible.

16.2 To the extent the law allows, each party's total liability arising out of or relating to these Terms and the DPA is limited to the fees you paid to Zhara for the App in the 12 months before the event giving rise to the claim.

16.3 These limits do not apply to liability for fraud, gross negligence or wilful misconduct, your obligation to pay fees, either party's indemnity obligations under section 17, or any liability that cannot be limited by law.

17. Indemnities

17.1 By you. You will defend and indemnify Zhara against third-party claims arising from your Store's products or content, your breach of section 5 or 7.6, or your breach of law.

17.2 By us. We will defend and indemnify you against third-party claims that the App, as we provide it, infringes that party's intellectual property rights. This does not apply to claims caused by your content, changes not made by us, or use of the App in combination with things we did not provide. If such a claim arises, we may modify the App, obtain the right for you to keep using it, or end your access and refund fees prepaid for the remaining period.

17.3 Process. The party seeking indemnity must notify the other promptly, let it control the defence and settlement (though no settlement may impose obligations on the indemnified party without its consent), and give reasonable help at the indemnifying party's cost.

18. Term, suspension and termination

18.1 These Terms start when you install the App and continue until you uninstall it or they are ended under this section.

18.2 You can end these Terms at any time by uninstalling the App.

18.3 We may suspend or end your access: if you materially breach these Terms and do not fix the breach within 15 days of our notice; immediately, if your use creates a security risk, is unlawful, or harms the App, other merchants or Shoppers; under section 6.7; or if Shopify requires it. Where we can, we will tell you first and restore access once the issue is resolved.

18.4 We may discontinue the App by giving you at least 30 days' notice. We will then refund fees you prepaid for the period after the App stops working.

18.5 When these Terms end, your licence ends, Shopify cancels your subscription, and we delete Merchant Data as described in section 7.7. Sections that by their nature should continue, including sections 7, 12 to 17, 20 and 21, survive.

19. Changes to these Terms

We may update these Terms by posting a new version at https://www.zhara.io/terms. We will give you at least 30 days' notice of material changes by email to your Store's owner email or in the App. Changes required by law may take effect sooner. If you keep using the App after a change takes effect, you accept the updated Terms. If you do not agree, you may uninstall the App before the change takes effect.

20. Governing law and disputes

20.1 These Terms are governed by the laws of India.

20.2 Before starting any legal proceedings, the parties will try in good faith to resolve the dispute for at least 30 days, starting when one party writes to the other. You can write to us at support@zhara.io.

20.3 Subject to section 20.2, the courts at Ahmedabad, Gujarat, India have exclusive jurisdiction over any dispute arising out of or relating to these Terms. Either party may seek urgent injunctive relief from any competent court.

20.4 The Standard Contractual Clauses in the DPA are governed as set out in the DPA.

21. General

21.1 Notices. We send notices to your Store's owner email address or inside the App. You send notices to support@zhara.io or to our address in section 22.

21.2 Assignment. You may not transfer these Terms without our written consent. We may transfer them to an affiliate or to a successor in a merger, acquisition or sale of assets, with notice to you.

21.3 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, war, government action, internet or power failures, or failures of Shopify or other third-party platforms. This does not excuse payment obligations.

21.4 Entire agreement and precedence. These Terms, the Privacy Policy and the DPA are the entire agreement about the App. For matters of data protection, the DPA prevails over these Terms.

21.5 Other terms. If any provision is found unenforceable, the rest remains in effect. A failure to enforce a right is not a waiver. The parties are independent contractors. No third party has rights under these Terms. These Terms are written in English, and the English version prevails over any translation.

22. Contact