Terms of Service

1. Agreement to these Terms

These Terms of Service ("Terms") govern your access to and use of UltimateCloser.Ai, including our website, merchant dashboard, Shopify application, WooCommerce integration, WordPress plugin, tracking script, AI agents, APIs and webhooks (together, the "Service"), operated by UltimateCloser.Ai ("Ultimate Closer," "we," "us," or "our"). By creating an account, connecting a store, subscribing to a plan, or otherwise using the Service, you agree to these Terms. If you do not agree, you must not use the Service.

If you accept these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you," "your" and "merchant" refer to that entity. Our Privacy Policy and Data Processing Addendum are incorporated into these Terms by reference.

2. Software-only service and independence

UltimateCloser.Ai is strictly a software and technology service provider. The Service is on-site shopper engagement, intent analytics, cart-recovery and advertising-automation software for the merchant's own storefront and the merchant's own ad accounts. It does NOT include, and we do NOT provide, marketing coaching, sales training programs, mentorship, consulting, masterminds, certifications, educational courses, guarantees of advertising performance, or professional financial, accounting, tax or legal advice of any kind.

Nothing in the Service, our website, our dashboards, our AI output, our reporting or our marketing constitutes professional advice or a promise of results. Any metric, projection, recommendation, benchmark or example figure is informational only. You should obtain your own qualified professional advice before making financial, tax, legal or advertising-spend decisions, and you alone decide what to spend and what to publish.

UltimateCloser.Ai is an independent software provider and is not affiliated, associated, or partnered with any sales training programs. We have no affiliation, sponsorship, endorsement or joint venture with any person, company or program using a similar or identical name, and any such similarity is coincidental. Third-party names that appear in connection with the Service, including Shopify, WooCommerce, WordPress, Automattic, Stripe, Google, Google Ads and Meta, are used for identification only and do not imply endorsement or partnership.

Every subscription or trial grants a license to use software and nothing more. No coaching, curriculum, live instruction, guaranteed results, guaranteed ad performance or income outcome is offered, promised or implied. You are solely responsible for how you use the Service and for the commercial results of your own store and campaigns.

These Terms and our Privacy Policy are governed by and construed in accordance with the laws of the State of Nevada, as set out in Section 20.

3. The services: 24/7 Closer, Exit Recovery Specialist, tracking, catalog sync and AdSync

3.1 The 24/7 Closer (Plan A)

An engagement-based AI product concierge that appears on your storefront when a shopper hesitates. It answers product questions using your synced catalog data, recommends products, handles objections and guides shoppers toward checkout. Conversation transcripts are stored in your dashboard.

3.2 The Exit Recovery Specialist (Plan B)

A silent exit-intent and cart-abandonment agent that detects when a shopper who has engaged with your cart, checkout, pricing or product pages attempts to leave. It offers objection handling in the moment, may capture an email address for future sale, restock or clearance alerts, and can send AI-written follow-up messages in your name with a one-click unsubscribe in every message.

3.3 Catalog synchronization

With your authorization, we read and periodically refresh products, variants, prices, images, descriptions and inventory availability from your connected Shopify or WooCommerce store so the agents answer from your catalog. Catalog data is stored in your workspace for that purpose. Sync frequency, latency and completeness depend on your commerce platform, hosting environment, APIs, credentials and plugins, and cached data may briefly differ from your live store. You remain responsible for the accuracy of your own catalog, pricing and stock levels.

3.4 Live sales tracking and attribution

We receive order and checkout webhooks from your store and record sales events, order values, timestamps and — where applicable — the agent interaction associated with the order. These records power your dashboard metrics, the live sales feed, recovered-revenue attribution and the commission calculations in Section 7. Attribution is a good-faith statistical and token-based matching process, not a guarantee of causation.

3.5 Inbound scope only

The Service is designed exclusively to engage and follow up with people who voluntarily visited your own store and interacted with it. It is not a list-buying, prospect-purchasing or mass-messaging tool, and it must not be used to contact people who have had no interaction with your storefront.

3.6 AdSync — multi-platform ad automation (Google Ads and Meta Ads)

AdSync is optional automation software that connects advertising accounts you already own — Google Ads and Meta Ads — to the conversion, recovery and product-demand signals generated by your connected Shopify or WooCommerce store, and proposes or applies campaign, budget, audience and creative adjustments. Where required, new campaigns and material budget changes await your approval before they take effect, and an automated monitor periodically checks delivery, pacing and spend.

• Your accounts, your spend. You connect your own ad accounts through each platform's official authorization flow, you remain the account owner and advertiser of record, and all advertising spend is billed to you directly by Google and Meta. We never collect, hold or remit your ad spend, and our subscription and commission fees are separate from it.
• Your compliance responsibility. You are solely responsible for your ads, landing pages, offers, claims, targeting choices, and compliance with the advertising policies, terms and applicable laws of Google, Meta and any other ad platform. Account suspensions, disapprovals, policy strikes and billing disputes are between you and that platform.
• No performance guarantee. We do not guarantee any advertising outcome, including impressions, clicks, cost per result, return on ad spend, conversion rate, revenue or profitability. Auction dynamics, platform algorithms, policy decisions, seasonality and your own offer are outside our control. Forecasts, recommendations and projected figures in the Service are informational estimates only, not advice or promises, and you remain responsible for every budget you authorize.
• Platform dependence. AdSync depends on third-party APIs, credentials and approvals, including any required developer or platform access. Availability, functionality and metric accuracy may change or be interrupted when those platforms change.

3.7 Opt-in on-site AI features

The on-site AI features operate on an opt-in basis. Shoppers choose whether to engage the agent and whether to provide an email address, every marketing message includes a one-click unsubscribe, Global Privacy Control signals are respected, and the Service relies on first-party signals from your own storefront. We do not operate third-party advertising trackers on your storefront through the Service and we do not sell shopper personal information.

4. Your store, data and platform permissions

To use the Service you must connect a Shopify or WooCommerce store you own or are authorized to administer. By authorizing the Shopify app, supplying WooCommerce API credentials, or installing our WordPress plugin or tracking script, you instruct us to access the store data needed to provide the Service, deploy the storefront agent, synchronize the catalog, and receive or retrieve order and checkout events.

• Your data stays yours. Store data, catalog data, conversation logs, captured emails and sales records belong to you. We process them to operate the Service for you as described in the Privacy Policy and DPA.
• You are the controller. For your shoppers' personal information you are the data controller (or "business" under U.S. state privacy laws) and we act as your processor or service provider. You are responsible for your own storefront privacy notice, cookie or tracking disclosures, lawful basis and consent capture, and for honoring shopper access, deletion and opt-out requests, which the Service supports.
• Disconnecting. Removing the Shopify app, disabling or deleting the WordPress plugin or tracking script, or revoking platform credentials may stop tracking, agent activity and catalog sync. A Shopify App Store subscription is managed under Shopify's app-billing process and may be cancelled when the app is uninstalled. A Stripe-billed subscription must be cancelled separately in the dashboard or Stripe customer portal, as described in Section 8.
• Platform terms and security. Your relationships with Shopify, WooCommerce, WordPress, Automattic and your hosting provider are separate. You are responsible for securing and rotating your credentials, maintaining supported software, and removing access when no longer needed. We are not responsible for third-party availability, API or plugin changes, marketplace decisions, fees or enforcement actions.

5. AI-generated content and responses

The Service uses large language models to generate shopper-facing messages, recommendations, objection responses and email copy. AI output is probabilistic and may be inaccurate, incomplete, outdated or inappropriate for a given shopper.

• AI responses are not professional, legal, medical, financial or safety advice, and must not be relied upon as such by you or your shoppers.
• An agent may state a price, availability, policy or product detail that does not match your current store, including because of sync latency or a catalog error. You are responsible for reviewing agent configuration, prompts, guardrails and sample output, and for the commercial and legal effect of anything an agent says in your name.
• The agents do not create binding contracts, warranties, discounts, refunds or price guarantees on your behalf unless you configure them to and honor them yourself.
• You must not configure the agents to make claims that are false, misleading, regulated (such as health, medical, financial or earnings claims) or prohibited in your jurisdiction or industry.
• We do not warrant that AI output is accurate, non-infringing, conversion-improving or free from bias, and we may change or replace underlying model providers at any time.

You are responsible for maintaining human oversight appropriate to your business, for monitoring transcripts available in your dashboard, and for disabling an agent if its behaviour is unsuitable for your store.

6. Subscriptions, plan fees and payment processing

What you are buying. A monthly software subscription to one of our AI agent packages. Nothing sold on this site is a course, coaching engagement, mentorship or other form of education or training.

Plan A — The 24/7 Closer. $49 per month plus applicable taxes, plus a commission of 2% of all store sales while the concierge is live, as described in Section 7.

Plan B — The Exit Recovery Specialist. $97 per month plus applicable taxes, plus a commission of 9% of sales the specialist actually recovers, as described in Section 7.

What the monthly fee covers. Your monthly plan fee includes the AI that powers agent conversations and writes recovery messages, the sending infrastructure used for messages dispatched through the platform, catalog synchronization, live sales tracking and dashboard reporting. For these Shopify and WooCommerce agent plans you are not required to supply your own AI key or email provider, and AI and email usage are not billed to you separately. The only additional charge is the commission described in Section 7.

Billing and payment processing. Subscriptions are billed in advance, monthly, at the price displayed at purchase, and renew automatically until cancelled. Direct purchases made through our website, including WooCommerce plans, are processed securely by Stripe. Stripe stores and charges your payment method, issues receipts and provides payment-method and cancellation self-service.

If you find and purchase UltimateCloser.AI for Shopify through the Shopify App Store, payments for your UltimateCloser.AI for Shopify plan are processed directly through Shopify's app-billing system and appear on your Shopify invoice. Shopify manages the payment method, receipt and billing administration for that purchase. The payment provider and billing route shown when you subscribe govern that subscription; its terms and privacy notice also apply. We do not store full card numbers.

Taxes, failed payments and price changes. Fees are exclusive of sales tax, VAT, GST and similar taxes, which are added where required. If a charge fails we may retry it, and we may suspend agent activity and dashboard access until the balance is settled. Repeated failure may result in termination under Section 19. We may change pricing with prior notice, effective on your next renewal.

Legacy plans. Plans previously offered at $29, $79, $97 (legacy recovery) and $197 per month are no longer sold. Existing legacy subscriptions continue on their original terms until cancelled.

7. Commission fees (2% store-wide and 9% recovered)

Each plan includes a metered commission in addition to the monthly subscription fee. By subscribing you authorise us to bill that commission automatically through the payment provider associated with your subscription. Depending on where you purchased, this may be a Stripe charge or a Shopify app usage charge appearing on your Shopify invoice, separate from your monthly plan fee.

7.1 Plan A — 2% of all store sales

While The 24/7 Closer is active on your store, the commission equals 2% of the gross value of sales completed on the connected store during the billing month, as reported by your connected commerce platform, integration, plugin or verified order events and recorded in your monthly volume statement. This commission is store-wide: it applies to qualifying orders whether or not a specific shopper interacted with the concierge, which is why the monthly fee for this plan is lower.

7.2 Plan B — 9% of recovered sales

For The Exit Recovery Specialist, the commission equals 9% of the value of sales that the specialist recovers. A sale is treated as recovered when an order is completed by a shopper who received a recovery interaction or message from the Service and is matched to that interaction by our attribution records, within the attribution window shown in your dashboard.

7.3 Calculation, statements and disputes

• Commissions are calculated for each calendar month in arrears and charged at the start of the following month.
• Every commission charge is itemised by period, sales or recovered revenue, order count and percentage in the commission and billing section of your dashboard, and an itemised statement is emailed to you.
• If there are no qualifying sales in a month, no commission is charged for that month.
• Refunded, cancelled, fraudulent or charged-back orders are excluded or credited in a later statement once we receive the corresponding commerce-platform or payment-processor event.
• Attribution or calculation disputes must be raised in writing to support@ultimatecloser.ai within 30 days of the charge date. We will review dashboard records with you in good faith.

Turning an agent off, uninstalling the app, or cancelling your plan does not waive commissions already accrued for periods in which the agent was active.

8. Cancellation and refunds

Cancellation. You may cancel at any time using the billing route associated with your purchase. Direct and WooCommerce subscriptions can be cancelled in your dashboard or through the Stripe customer portal. Shopify App Store subscriptions are managed and cancelled through Shopify Admin under Shopify's app-billing process. Cancellation stops future renewals subject to the applicable payment provider's rules; accrued commissions for prior periods remain payable.

30-day refund window. You may request a refund of your most recent monthly subscription charge within 30 days of that charge. To request a refund or raise a billing dispute, contact support@ultimatecloser.ai with the email address on your account and the transaction details from your Stripe receipt or Shopify invoice. Approved refunds are issued through the original payment provider and remain subject to that provider's processing rules and timelines. Commission charges already invoiced on tracked or recovered revenue are reviewed case by case. Statutory consumer cooling-off rights always apply in addition to this policy.

9. Shopper messaging, consent and anti-spam

Messages sent through the Service are follow-ups to a shopper's own voluntary interaction with your storefront, sent in your name, with a one-click unsubscribe in every marketing message. You are the sender of record.

You certify that you have all rights and, where legally required, consent necessary to contact each recipient under the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA) and state equivalents, GDPR and ePrivacy, CASL, and any other applicable communications or privacy law. You agree to:

• maintain an accurate storefront privacy and tracking disclosure;
• honor unsubscribe, opt-out, deletion and revocation requests promptly;
• keep suppression lists and do-not-contact preferences current, including any list you import;
• not upload purchased, scraped, rented or third-party contact lists into the Service, and not use the Service for cold outreach or mass messaging;
• not send content that is deceptive, harassing, adult, hateful, or otherwise prohibited by our acceptable use policy in Section 12.

We do not verify consent on your behalf and make no representation that any generated message complies with applicable law in your jurisdiction. You will indemnify us for claims arising from your messaging as set out in Section 18.

10. No HIPAA compliance — health data prohibited

Ultimate Closer is NOT HIPAA-compliant. We are not a HIPAA Business Associate, will not enter into a Business Associate Agreement, and have not implemented the safeguards required by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations.

You are strictly prohibited from uploading, transmitting, storing or otherwise processing any Protected Health Information ("PHI"), electronic PHI, medical records, diagnoses, treatment or prescription information, or health insurance or claims data through the Service. This applies regardless of whether the data is de-identified in your judgment. Violation is a material breach, and we may suspend or terminate immediately on suspicion of a violation. You are solely responsible for, and will indemnify us against, all claims, penalties, fines, regulatory actions, breach-notification costs and damages arising from health data you process through the Service.

11. Bring-your-own AI keys (legacy platform modules)

The Shopify agent plans in Section 6 include managed AI and email. Certain legacy platform modules still allow you to connect your own third-party AI credentials, including Google Gemini API keys ("BYO Keys"). Where you do so:

• you are solely responsible for compliance with the provider's terms, acceptable-use and model-usage policies;
• you are solely responsible for all usage fees, token charges, overages, rate-limit penalties and taxes billed by that provider;
• you represent that you are authorized to use each key you supply, and that your use does not violate any agreement with the provider;
• we do not control or warrant third-party model availability, output accuracy, latency, pricing or continued access, and are not liable for provider outages, key suspension or revocation, content filtering or provider term changes.

12. Accounts and acceptable use

You must be at least 18 years old and provide accurate registration information. You are responsible for safeguarding your credentials and for all activity under your account. You agree not to: (a) use the Service for unlawful, deceptive, harassing, infringing or fraudulent purposes; (b) sell prohibited or regulated goods in a way that violates law or your commerce platform's or Stripe's policies; (c) transmit malware or attempt to probe, scan or breach the Service's security or another tenant's data; (d) reverse engineer, scrape, resell, white-label or sublicense the Service except as expressly permitted in writing; (e) interfere with tracking, attribution, sales reporting or commission calculation, including by disabling webhooks, filtering order events or routing recovered sales off-platform to avoid commission; (f) exceed plan limits through circumvention or share one subscription across unrelated stores; or (g) upload data you lack the rights to process.

13. Service availability, changes and support

The Service is provided on an "as available" basis. We aim for high availability but do not offer a contractual uptime commitment, service credit or guaranteed response time unless agreed separately in writing. Availability depends on third parties outside our control, including Shopify, WooCommerce, WordPress, Automattic, Stripe, hosting, database, email and AI providers.

We may perform scheduled or emergency maintenance, and may modify, add, deprecate or remove features, agents, models, integrations or limits. We will give reasonable advance notice of changes that materially reduce core functionality of a paid plan. Downtime, degraded model performance, delayed webhooks, delayed catalog sync or missed engagement opportunities do not entitle you to compensation for lost sales. Support is provided by email at support@ultimatecloser.ai during normal business hours.

14. Third-party platforms and providers

Ultimate Closer holds zero liability for the suspension, restriction, throttling or termination of any account you hold with Shopify, WooCommerce, WordPress, Automattic, Stripe, Google, Meta, LinkedIn, X, any hosting or email provider, or any other third-party platform or carrier. You alone are responsible for reviewing and complying with each platform's terms, automation policies and sending limits. You assume that risk entirely and waive any claim against us for lost accounts, contacts, data, revenue or business opportunities resulting from third-party enforcement, API changes or outages.

15. Intellectual property

The Service, including all software, models, prompts, agent logic, interfaces, documentation and branding, remains our exclusive property. You retain ownership of your store data, catalog data, conversation logs and other content you submit or generate through your account ("Your Content"), and grant us a limited, worldwide, non-exclusive license to host, process and transmit Your Content to operate, secure and support the Service. We may use aggregated, de-identified statistics that do not identify you, your store or your shoppers to improve the Service. Subject to these Terms and your payment obligations, you may use output generated for your account for your lawful business purposes.

16. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY REGARDING CONVERSION RATES, RECOVERED REVENUE, SALES RESULTS, ATTRIBUTION ACCURACY, AI OUTPUT ACCURACY, EMAIL DELIVERABILITY, UNINTERRUPTED OPERATION OR LEGAL COMPLIANCE. WE DO NOT PROVIDE LEGAL, TAX, MEDICAL OR FINANCIAL ADVICE.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ULTIMATE CLOSER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST SALES, LOST DATA, LOST GOODWILL, REPUTATIONAL HARM OR PLATFORM ACCOUNT LOSS, WHETHER OR NOT FORESEEABLE. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). Some jurisdictions do not allow certain exclusions, in which case these limits apply to the fullest extent permitted.

18. Indemnification

You agree to indemnify, defend and hold harmless Ultimate Closer and its officers, employees and agents from and against all claims, statutory damages, per-message penalties, regulatory investigations, settlements, fines, damages, liabilities and expenses (including reasonable attorneys' fees) arising from: your use of the Service; Your Content and your catalog, pricing and product claims; agent configurations and messages sent in your name; your failure to obtain required consent or provide required disclosures; your violation of these Terms, the health-data prohibition in Section 10, or any law or third-party right.

19. Suspension and termination for misuse

We may suspend or terminate your access, disable an agent, or remove the app from your store immediately and without refund of the current period if we reasonably believe you have: (a) breached these Terms, including Sections 9, 10 and 12; (b) uploaded purchased or non-consented contact lists, or used the Service for cold outreach or spam; (c) processed prohibited health data; (d) attempted to evade tracking, attribution or commission obligations; (e) failed to pay amounts due; (f) exposed us to legal, regulatory, payment-network or platform risk; or (g) attacked, abused or attempted unauthorized access to the Service or another tenant's data.

Where practical and lawful we will give notice and an opportunity to cure. You may terminate at any time by cancelling your subscription and closing your account. On termination, agent activity stops, and we retain and delete data as described in the Privacy Policy. Sections 2, 5, 7 and 10 through 21 survive termination.

20. Governing law and exclusive venue (Nevada)

These Terms, our Privacy Policy, and any dispute, claim or controversy arising out of or relating to them or your use of the Service, are governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict-of-laws principles.

You and Ultimate Closer agree that the state and federal courts located in the State of Nevada have exclusive venue and jurisdiction over all such disputes. You irrevocably consent to their personal jurisdiction, waive any objection based on improper venue or forum non conveniens, and agree not to commence any action relating to these Terms in another forum. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If any provision is found unenforceable, the remainder stays in effect.

21. Changes and contact

We may update these Terms; material changes will be posted with a revised "last updated" date and, where appropriate, notified by email. Continued use after the effective date constitutes acceptance. Questions about these Terms may be sent to legal@ultimatecloser.ai, and billing questions to support@ultimatecloser.ai.