arc

Arc Merchant Terms of Service

The terms under which a Shopify merchant uses Arc.

Effective date: June 18, 2026 Last updated: October 14, 2026 Provider: Kinori Labs Inc. ("Kinori Labs", "Arc", "we", "us", "our"). No postal address is published. Contact: legal@arcsubscriptions.com

These Merchant Terms of Service (the "Terms") govern your access to and use of the Arc Shopify application and related services (collectively, the "Service"). By installing, accessing, or using the Service, you ("Merchant", "you", "your") agree to these Terms. If you do not agree, do not install or use the Service.

These Terms incorporate by reference the Data Processing Agreement (DPA) and the Privacy Policy. Where the DPA and these Terms conflict on the handling of personal data, the DPA controls.

1. The Service

1.1 What Arc does

Arc is an AI-native subscriptions application for Shopify stores. It provides:

  • Subscription management. Creation and lifecycle management of Shopify subscription contracts and selling plans (subscribe-and-save, frequency options, anchor dates, pause/skip/swap/resume/cancel, quantity and frequency changes).
  • Recurring billing. Charges due subscriptions on schedule through Shopify's native subscription and payment APIs. Arc does not operate its own payment rails; all charges are executed through Shopify.
  • Failed-payment recovery (dunning). Intelligent retry timing and recovery notifications (email and SMS) to recover involuntary churn.
  • AI-powered retention. An LLM-assisted cancel/save flow, cancellation-reason analysis, and churn-risk scoring, intended to help you retain subscribers. AI features are described in Section 4.
  • Passwordless customer portal. A mobile-first portal where your customers self-serve subscription actions via single-use emailed magic links.
  • Embedded merchant admin. A dashboard inside your Shopify admin for plans, subscribers, retention intelligence, and settings, including no-code portal theming.

1.2 Shopify dependency

The Service is a Shopify app and is wholly dependent on the Shopify platform. Your use of the Service is also subject to the Shopify Terms of Service and Shopify's API and Partner terms. We are not responsible for Shopify's availability, behavior, pricing, API changes, or policy changes. If Shopify discontinues or materially changes a capability the Service relies on (for example, subscription contract, billing-cycle, or payment-method APIs), the affected functionality may be degraded or unavailable.

1.3 Eligibility and accounts

You must operate a valid Shopify store, have authority to bind your business, and be capable of forming a binding contract. You are responsible for the actions taken under your store's installation of the Service.

2. Acceptable Use

You agree that you will not, and will not permit any third party to:

  1. Use the Service to process subscriptions or charge customers without a lawful basis and clear, conspicuous disclosure to your customers as required by applicable law (including consent and cancellation-rights disclosures).
  2. Use the Service in violation of applicable law, the Shopify terms, card-network rules, or any anti-spam, telemarketing, or electronic-communications law (including, for email and SMS dunning, applicable consent and opt-out requirements such as GDPR/ePrivacy, CAN-SPAM, CASL, TCPA, and SMS carrier rules, see Section 5).
  3. Misrepresent subscription terms, pricing, billing frequency, or cancellation mechanics to customers.
  4. Attempt to gain unauthorized access to the Service, other merchants' data, our infrastructure, or any account that is not yours; probe, scan, or test the vulnerability of the Service except under a program we authorize in writing.
  5. Reverse engineer, decompile, or attempt to extract source code, models, or trade secrets from the Service, except to the extent this restriction is prohibited by applicable law.
  6. Resell, sublicense, rent, or provide the Service to third parties as a service bureau, except your own affiliated stores under a single account where permitted.
  7. Interfere with or disrupt the integrity or performance of the Service, including circumventing rate limits, per-shop budgets, or tenant-isolation controls; introduce malware; or use the Service to send unlawful, infringing, deceptive, or harmful content.
  8. Use the AI features to generate content that is unlawful, deceptive, or that you are not authorized to send, or to attempt to extract another merchant's data or our model providers' confidential information.
  9. Use the Service to process special categories of personal data (e.g., health, biometric, or children's data) except as permitted by applicable law and the DPA, and never in a manner the Service is not designed to support.

We may suspend access immediately to protect the Service, other merchants, or third parties where we reasonably believe these rules are being violated.

3. Fees and Billing of the App

3.1 Subscription to the Service

Access to the Service is offered on plans that differ only by the number of active subscribers and, where it applies, by the AI allowance included with the plan. Plan names, prices and subscriber limits are shown on the Shopify App Store listing and on the plan selection page in your Shopify admin, and include a Free plan.

3.2 Billing through Shopify

Arc's fees are billed by Shopify on your Shopify bill: a monthly plan fee and, on paid plans, a usage charge of 0.25% of the subscription sales Arc processes, which you approve in Shopify before it applies. Arc charges no fixed per-order fee and no setup or migration fee. Founding prices: if you install Arc during early access, the plan price and the usage-charge rate you start on stay the same for as long as you remain on that plan, even if Arc's published prices change later. You choose and change your plan on the Shopify plan selection page, and Shopify's billing terms govern the charge. Arc does not collect or store your payment card details for its plan fees.

3.3 Taxes

Stated fees are exclusive of taxes. You are responsible for all applicable taxes other than taxes on our net income, to the extent handled outside Shopify's tax collection.

3.4 Customer charges are not our fees

Charges that Arc initiates against your customers for their subscriptions are your charges to your customers, executed through Shopify Payments / Shop Pay on your behalf. They are not fees payable to Arc. You are solely responsible for the lawfulness, amounts, disclosures, refunds, and chargebacks associated with your customers' subscriptions.

3.5 Changes to fees

We may change fees on at least 30 days' notice through the Shopify App Store and/or in-app notice. Continued use after a fee change takes effect constitutes acceptance.

3.6 No refunds

Except as required by law or expressly stated in your plan, fees are non-refundable. Refunds, where applicable, are handled per Shopify's billing terms.

4. AI Features

4.1 Nature of AI features

The Service uses third-party AI models (the provider is listed in the DPA) to assist with retention: classifying cancellation feedback, generating draft copy, summarizing cancellation reasons, and informing save offers, plus heuristic dunning and churn-risk scoring. AI outputs are probabilistic and may be inaccurate, incomplete, or unsuitable. They are decision support, not professional advice or a guarantee of outcome.

4.2 Your responsibility for AI outputs

You are responsible for reviewing AI-assisted content before it is sent to customers where the Service allows review, and for the offers, copy, and retention actions you enable. Merchant-facing copy that the AI may draft is intended to be reviewed and approved by you, not sent unreviewed.

4.3 Graceful degradation

AI features are designed to degrade gracefully. If the AI provider is unavailable or a per-shop usage budget is reached, the Service falls back to deterministic behavior (for example, a fixed dunning retry schedule, structured cancellation reasons, or merchant-default save offers). Core billing and the money path do not depend on, and will not be blocked by, the availability of any AI model.

4.4 Usage limits

AI usage is subject to per-shop daily budgets and other guardrails described in the Shopify App Store listing. We may adjust these limits to protect Service stability and cost integrity.

4.5 No use of your customer data to train third-party base models

We do not use your customers' personal data to train our model providers' foundation models. Data sent to the AI provider is processed under the DPA.

5. Communications to Your Customers (Email and SMS)

The Service sends transactional and recovery communications to your customers on your behalf, including magic-link login emails, dunning/recovery emails and SMS, and upcoming-charge reminders, through our email and text-message providers (see the DPA). You are the sender of record for these communications. You represent that you have all necessary consents and lawful bases to contact your customers at the email addresses and phone numbers in your store, that you will honor opt-outs, and that you will comply with all applicable communications laws. You are responsible for the content of merchant-configured templates and offers.

6. Your Data and Privacy

6.1 Roles

With respect to personal data of your customers processed through the Service, you are the data controller and Arc is the data processor. Our processing is governed by the DPA, which forms part of these Terms.

6.2 Your obligations

You are responsible for: the accuracy and lawfulness of the data you make available to the Service through Shopify; providing required notices to and obtaining required consents from your customers; and your own privacy policy. You instruct us to process customer data solely to provide the Service as described.

6.3 Protected Customer Data

The Service accesses Shopify "protected customer data" and complies with Shopify's Protected Customer Data requirements. We process only the data necessary to provide the Service.

6.4 Security

We maintain the technical and organizational security measures described in the DPA, including encryption in transit, encryption of stored credentials and access tokens, and separation of each merchant's data. No method of transmission or storage is completely secure, and we do not warrant absolute security.

6.5 Deletion

On uninstall, or on a verified customer or store deletion request, the Service deletes data through Shopify's mandatory privacy webhooks and as described in the DPA.

7. Intellectual Property

7.1 Our IP

We and our licensors own all rights, title, and interest in and to the Service, including its software, models' configurations, prompts, designs, and documentation. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service during the term solely for your internal business operation of your Shopify store(s), subject to these Terms.

7.2 Your content and data

You retain all rights in your store data, customer data, branding, and merchant-configured content (offers, templates, theming). You grant us a limited license to host, process, and transmit that content and data solely to provide and support the Service and as described in the DPA.

7.3 Feedback

If you give us feedback or suggestions, we may use them without restriction or obligation to you.

8. Service Availability and Support

8.1 No uptime warranty in this tier

Unless a separate written service-level agreement applies, the Service is provided without a guaranteed uptime commitment. We aim for high availability and will make commercially reasonable efforts to maintain the Service. During early access we provide best-effort support via support@arcsubscriptions.com with no formal uptime SLA.

8.2 Maintenance and changes

We may modify, update, or discontinue features of the Service. We will use commercially reasonable efforts to give advance notice of material adverse changes. We may also update the Service to track Shopify platform and API changes.

9. Term, Suspension, and Termination

9.1 Term

These Terms apply from when you install the Service until terminated as described here.

9.2 Termination by you

You may terminate by uninstalling the Service from your Shopify admin and cancelling any associated app charge. Uninstalling stops future processing by the Service.

9.3 Suspension and termination by us

We may suspend or terminate your access, with or without notice, if: (a) you materially breach these Terms or the Acceptable Use rules; (b) your use poses a security, legal, or operational risk to the Service, other merchants, or third parties; (c) Shopify suspends or terminates your store or our app; (d) required by law; or (e) non-payment of fees.

9.4 Effect of termination

On termination: your license to use the Service ends; the Service stops initiating new processing for your store. Your store's data is deleted about 48 hours after uninstall, when Shopify sends its store-deletion request, as described in the DPA and Privacy Policy. You are responsible for exporting any data you wish to keep before uninstalling.

9.5 Survival

Sections that by their nature should survive (including fees accrued, IP, disclaimers, limitation of liability, indemnity, and governing law) survive termination.

10. Disclaimers

THE SERVICE, INCLUDING ALL AI FEATURES, IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: (a) the Service will be uninterrupted, timely, secure, or error-free; (b) any subscription charge, dunning retry, recovery, save offer, churn score, or AI output will achieve any particular result, recover any particular revenue, or reduce churn; (c) AI outputs will be accurate, complete, or appropriate for your use; or (d) the Service will be compatible with all Shopify configurations, themes, or third-party apps.

YOU ARE RESPONSIBLE FOR VERIFYING BILLING OUTCOMES, FOR YOUR LEGAL COMPLIANCE, AND FOR THE CONFIGURATION AND CONTENT OF YOUR SUBSCRIPTIONS, OFFERS, AND COMMUNICATIONS.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions some exclusions may not apply to you.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  1. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST OR CORRUPTED DATA, FAILED OR DUPLICATE CHARGES BEYOND DIRECT REMEDIATION, CHARGEBACKS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  2. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE AND THESE TERMS WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES YOU PAID TO US FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) CAD $100.

  3. THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED BY LAW (which may include, in some jurisdictions, liability for death or personal injury caused by negligence, fraud, or willful misconduct). Liability for personal data is governed additionally by the DPA, and where mandatory data-protection law sets a different standard, that standard applies to that liability.

  4. The limitations in this Section reflect the allocation of risk and apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose.

12. Indemnification

You will defend, indemnify, and hold harmless Arc and its officers, employees, and agents from and against any third-party claims, damages, liabilities, and reasonable expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms or the Acceptable Use rules; (b) your subscriptions, offers, pricing, refunds, chargebacks, or communications to your customers; (c) your violation of any law or third-party right (including data-protection, consumer-protection, and communications laws); or (d) data you provide to the Service that you were not authorized to provide. We will promptly notify you of the claim, give you control of the defense (subject to our right to participate with our own counsel), and reasonably cooperate.

13. Confidentiality

Each party may receive the other's confidential information. The receiving party will protect it with reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and contractors bound by confidentiality. This does not apply to information that is public, independently developed, or rightfully received from a third party. The Service's handling of personal data is governed by the DPA.

14. Changes to These Terms

We may update these Terms. We will post the updated Terms with a new "Last updated" date and, for material changes, provide notice through the Shopify App Store and/or in-app. Continued use after changes take effect constitutes acceptance. If you do not agree, you must stop using and uninstall the Service.

15. Governing Law and Disputes

These Terms are governed by the laws of the Province of Ontario, Canada, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in Ontario, Canada, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. These Terms do not require arbitration and do not impose any class-action waiver beyond these standard terms.

16. General

  • Entire agreement. These Terms, the DPA, the Privacy Policy, and any order/plan you accept form the entire agreement between you and us regarding the Service and supersede prior agreements on that subject.
  • Order of precedence. In a conflict: the DPA controls on personal-data processing; otherwise these Terms control over the Privacy Policy.
  • Assignment. You may not assign these Terms without our consent, except to a successor of your business that assumes your obligations. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
  • Severability. If any provision is unenforceable, the rest remains in effect.
  • No waiver. Failure to enforce a provision is not a waiver.
  • Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including Shopify, AI-provider, hosting, or communications-provider outages.
  • Notices. We may give notice through the Shopify App Store, in-app, or to your store contact email. You may give notice to legal@arcsubscriptions.com.
  • Relationship. The parties are independent contractors; nothing creates a partnership, agency, or joint venture.

Arc is an independent application and is not affiliated with, endorsed by, or sponsored by Shopify Inc. "Shopify", "Shop Pay", and related marks are trademarks of Shopify Inc.