Welcome to Purcise! These Terms of Service (the “Terms”) govern (1) your access to and use of the Purcise website at https://purcise.com (the “Site”), (2) your access to and use of Purcise’s proprietary software platform, including any connected applications for Shopify or other e-commerce platforms (the “Platform”), and (3) the services provided by Purcise (“Services”). These Terms constitute a binding legal agreement between (i) you, whether you are an individual or acting on behalf of a company (collectively, “you,” “your,” or “user”), and (ii) Purcise Inc., a company incorporated under the laws of the United States, with a registered address in San Francisco, California (“Purcise,” “we,” “us,” or “our”).

By accessing, installing, or using the Platform or the Site, you are agreeing that you have read, understood, and agree to be bound by these Terms. If you do not agree, you may not use or access the Services. If you use the Services on behalf of a company, you represent that you have the authority to accept these Terms on that company’s behalf. In such a case, “you” refers to the company.

We reserve the right to modify or amend these Terms from time to time at our sole discretion. We will update the “Last Updated” date at the top of these Terms and, in our discretion, notify you via email or other methods if changes are material. Your continued use of the Services after we post changes signifies your acceptance of any revised Terms. If you do not agree to the revised Terms, you must cease use of the Services.

1. The Purcise Platform

1.1 Overview

Purcise provides an artificial intelligence (“AI”) “Brand Agent” that integrates with a client’s website (including Shopify stores or similar platforms) to engage and communicate with customers, gather knowledge from your organization’s data, and deliver automated and intelligent responses. The Platform is designed to help brands provide better service, boost engagement, and improve the customer experience.

1.2 Installation

Clients (for example, online stores or businesses) may install or embed Purcise’s Brand Agent on their sites, including via a connected Shopify app or other integration pathways. By installing or embedding Purcise, you agree to comply with these Terms, all Platform documentation, and any applicable laws and regulations.

1.3 Trial Period

Purcise may offer a free or trial plan at our discretion (“Trial Period”). We reserve the right to terminate or modify any free or trial plan at any time without notice. Trial Periods are also governed by these Terms, unless specified otherwise in writing.

2. Account Registration and Responsibilities

2.1 Registration

To use certain features of the Platform, you may be required to create a Purcise account. You agree to provide accurate, current, and complete information during registration and to keep such information updated. You are responsible for all activity that occurs under your account.

2.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials (e.g., usernames, passwords, API keys) and for restricting access to your account. You agree to immediately notify us of any unauthorized use or breach of security involving your account.

2.3 Legal Authority

By creating an account or using the Platform on behalf of a company or entity, you represent and warrant that you have the legal authority to bind that entity to these Terms.

3. Fees and Payment

3.1 Subscription Fees

Access to the Platform may require the payment of subscription fees (“Fees”). The applicable subscription plan, Fee amount, and billing cycle (e.g., monthly, annually) will be presented to you at the time you register for a paid plan. By subscribing to a paid plan, you authorize Purcise to charge the Fees to the payment method you provide.

3.2 Billing

Unless otherwise agreed in writing, the Fees are charged on a recurring basis on the schedule disclosed to you when you sign up. If your payment method is declined or fails, we may suspend your access to the Platform until payment is successfully processed. You are responsible for any costs incurred in connection with any chargeback or collection efforts.

3.3 Fee Changes

Purcise reserves the right to change its Fees at any time. We will inform you in advance of any Fee changes and such changes will take effect at the beginning of your next billing cycle. If you do not agree to the new Fees, you must cancel your subscription before the end of the current billing cycle.

3.4 Refunds

Unless otherwise specified in a separate written agreement, all Fees are non-refundable. In the event of suspension or termination due to your breach of these Terms, you will not be entitled to a refund of any Fees paid.

4. Use of the Services

4.1 Permitted Use

Subject to these Terms, Purcise grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business purposes. You agree to use the Platform and Site only for lawful purposes and in compliance with these Terms and any applicable laws or regulations.

4.2 Prohibited Conduct

You shall not, and shall not permit any third party to:

• Use the Platform in a way that violates any applicable laws or regulations.

• Reproduce, distribute, sublicense, sell, rent, lease, or otherwise make the Platform available to third parties, except as expressly permitted in these Terms.

• Modify, adapt, decompile, reverse-engineer, disassemble, or attempt to discover the source code or any trade secrets related to the Platform.

• Circumvent or attempt to circumvent security features, usage limits, or any technological measures implemented by Purcise.

• Upload, transmit, or distribute any content that is unlawful, defamatory, harassing, obscene, abusive, invasive of another’s privacy, or otherwise objectionable.

• Engage in any conduct that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use of the Services.

Purcise reserves the right to monitor your usage of the Platform to ensure compliance with these Terms and applicable laws. Any breach may result in immediate suspension or termination of your account.

5. User Content

5.1 Definition

“User Content” means any content, data, information, or materials—including text, images, and other information—that you or your authorized end users upload, transmit, or otherwise make available via the Platform.

5.2 Responsibility for User Content

You are solely responsible for the accuracy, quality, legality, and appropriateness of your User Content. By making User Content available, you represent and warrant that (i) you own or have the necessary rights to use such User Content, and (ii) the hosting, use, display, and distribution of the User Content on or through the Platform do not violate any third-party rights or any applicable laws.

5.3 License Grant to Purcise

You grant Purcise a non-exclusive, worldwide, royalty-free, fully paid-up license to host, store, process, display, copy, and use your User Content solely to the extent necessary to provide, improve, and maintain the Platform. We do not claim any ownership rights in your User Content, and nothing in these Terms will be deemed to restrict any rights you may have in your User Content.

5.4 AI Processing

You acknowledge and agree that Purcise uses AI models and algorithms to process User Content for the purpose of generating automated brand-agent communications. You remain responsible for ensuring that your use of AI-based functionalities complies with applicable laws, including obtaining any necessary permissions or consent from your site visitors or customers if required.

6. Intellectual Property Rights

6.1 Ownership

Unless otherwise indicated, Purcise (or its licensors) owns all rights, title, and interest in and to the Platform, the Site, and any content we provide (excluding User Content), including but not limited to the software, design, text, graphics, images, videos, information, data, and all intellectual property rights therein (“Purcise Content”). Purcise Content is protected by intellectual property laws.

6.2 Restrictions

You agree not to use, modify, reproduce, distribute, sell, license, or otherwise exploit the Purcise Content in any manner not expressly permitted by these Terms, without our prior written permission. All rights not expressly granted to you in these Terms are reserved by Purcise.

6.3 Feedback

Any feedback, ideas, or suggestions (“Feedback”) you provide regarding the Platform or the Services is entirely voluntary. By submitting Feedback, you grant Purcise a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate your Feedback into the Services without any obligation to you.

7. Confidentiality and Data Protection

7.1 Confidential Information

In connection with the Services, each party may have access to information that is confidential to the other party (“Confidential Information”). Confidential Information includes business or marketing plans, technical information, product designs, and business processes. The receiving party will treat the disclosing party’s Confidential Information with the same degree of care that it uses to protect its own confidential information, and in no event less than reasonable care.

7.2 Privacy Policy & Data Processing

Our Privacy Policy at https://purcise.com/privacy-policy describes how we collect, use, store, and disclose personal data. Where applicable, a separate Data Processing Agreement (“DPA”) or relevant clause within these Terms may govern how personal data is processed. By using our Services, you acknowledge that you have reviewed our Privacy Policy and agree to its terms.

8. Indemnification

You agree to defend, indemnify, and hold harmless Purcise and its affiliates, licensors, and service providers, and each of their respective officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use or misuse of the Platform; (b) your violation of these Terms or any applicable law; (c) your User Content; or (d) your infringement or violation of any intellectual property, privacy, or other right of any third party.

9. Disclaimer of Warranties

PURCISE PROVIDES THE PLATFORM, SITE, AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, PURCISE AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, OR NON-INFRINGEMENT.

PURCISE DOES NOT WARRANT THAT THE PLATFORM WILL: (I) MEET YOUR REQUIREMENTS; (II) OPERATE UNINTERRUPTED OR ERROR-FREE; (III) PROVIDE 100% ACCURATE RESULTS; OR (IV) BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY CONTENT OR SOFTWARE OBTAINED FROM PURCISE.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PURCISE, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS, LOSS OF DATA, OR OTHER LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PLATFORM, SITE, OR SERVICES.

IN NO EVENT WILL PURCISE’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNT YOU HAVE PAID TO PURCISE FOR ACCESS TO THE PLATFORM IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED DOLLARS (US $100), WHICHEVER IS GREATER.

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE ESSENTIAL ELEMENTS OF THESE TERMS AND FORM THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES.

11. Suspension and Termination

11.1 Termination for Breach

Purcise may suspend or terminate your access to the Platform immediately if you breach these Terms, fail to pay any Fees when due, or otherwise engage in conduct that may cause harm to Purcise or others.

11.2 Termination by You

You may uninstall or cease use of the Platform at any time. If you wish to terminate your subscription plan, you must do so before the next billing cycle to avoid incurring additional Fees. No refunds will be provided for prepaid Fees.

11.3 Effect of Termination

Upon termination or expiration of these Terms, (a) all rights granted to you herein shall immediately cease; (b) you must discontinue all use of the Platform and delete all copies of any Purcise software or documentation; and (c) any outstanding Fees shall remain due. Provisions which by their nature should survive (such as Indemnification, Limitation of Liability, and Disclaimers) shall survive termination.

12. Governing Law; Dispute Resolution

12.1 Governing Law

These Terms and any dispute arising out of or related to them will be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflicts-of-law principles.

12.2 Jurisdiction

Any legal action or proceeding arising under these Terms will be brought exclusively in the courts located in San Francisco, California, and you and Purcise each consent to the personal jurisdiction and venue therein.

12.3 Arbitration and Class Action Waiver

At Purcise’s sole discretion, we may require you to submit any disputes arising under these Terms to final and binding arbitration in San Francisco, California, under the rules of a reputable arbitration organization. You agree to resolve disputes on an individual basis and waive any right to a class action or consolidated proceeding.

13. Changes to the Platform

We reserve the right to modify, update, or discontinue all or portions of the Platform at any time, with or without notice. Purcise will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period.

14. Chatwoot Integration

14.1 Use of Chatwoot

Purcise leverages the Chatwoot interface to facilitate communications on your website. By installing our Brand Agent, you acknowledge that certain features depend on Chatwoot’s open-source software and services. While Chatwoot is licensed under the MIT License, Chatwoot also offers Subscription Plans (e.g., Hacker, Startups, Business, Enterprise) under additional terms.

14.2 Chatwoot Terms of Service

Your use of Chatwoot’s software or cloud services may be subject to separate terms and conditions with Chatwoot, Inc. (“Chatwoot TOS”). By using Chatwoot through our integration, you agree to comply with Chatwoot TOS (as applicable). We are not responsible for any terms, conditions, or obligations set forth in Chatwoot TOS, nor for any actions or omissions by Chatwoot. We encourage you to review Chatwoot’s Terms of Service at https://www.chatwoot.com/ or their official repository if you have questions regarding your rights and obligations.

14.3 No Liability for Chatwoot

Purcise makes no representation or warranty of any kind regarding Chatwoot’s software or services and disclaims all liability arising out of or related to your use of, or inability to use, Chatwoot. Any dispute you may have concerning Chatwoot’s software or services is solely between you and Chatwoot.

15. Miscellaneous

15.1 Assignment

You may not assign, delegate, or transfer these Terms or any of your rights or obligations hereunder, by operation of law or otherwise, without our prior written consent. Purcise may freely assign or transfer these Terms at its sole discretion.

15.2 Entire Agreement

These Terms, along with any Order Form, Data Processing Agreement (if separately executed), and our Privacy Policy, constitute the entire and exclusive agreement between you and Purcise regarding the Services, and supersede and replace any prior agreements.

15.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be struck and the remaining provisions will remain in full force and effect.

15.4 No Waiver

No failure or delay by Purcise in exercising any right under these Terms will constitute a waiver of that right.

15.5 Notices

We may provide notices to you by email, postal mail, or postings within the Platform or on the Site. You may provide notices to us at legal@purcise.com (or to any other address we specify in writing).

15.6 Relationship of Parties

These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between you and Purcise.

16. Contact Us

If you have any questions about these Terms or the Services, please contact us at:

Email: legal@purcise.com
Mailing Address: Purcise Inc.,
150 Sutter St., PO Box #774
San Francisco, CA 94104