Copilot Shopify Checkout Terms

Effective: December 30, 2025

These Copilot Shopify Checkout Terms ("Terms") are between the Store Owner (defined below) ("Merchant") and Microsoft Online, Inc. ("Microsoft") (each a "Party" and collectively, the "Parties"). These Terms are effective as of the date above and shall remain in effect for so long as you participate in the Shopify Agentic Storefronts Program ("Program") (or any successor to that Program).

1. Definitions.

(a) An "Affiliate" of a Party means any legal entity that owns at least 50% of, is owned by, or is commonly owned or under common control with that Party.

(b) "Applicable Law" means all laws (including common law), codes, statutes, ordinances, rules, regulations, regulatory guidance, decrees, and orders of any governmental authority with jurisdiction that govern, apply, or relate to the activities described in these Terms.

(c) "Copilot" means the "Copilot"-branded products, websites, and mobile applications that are owned and operated by us or our Affiliates.

(d) "Copilot Checkout" means the software integration and user experience that enables Users to purchase your Products using Copilot through the Shopify API.

(e) "Customer Data" means User personal data or personal information as defined in Applicable Law relating to data processing or data protection that is collected, stored, or processed by either Party, or transmitted between the Parties or shared with Shopify through the Shopify API.

(f) "Intellectual Property" means any patent, copyright, trademark, domain name, moral right, trade secret right, or any other intellectual property or right therein arising under any Applicable Law and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

(g) "Product" means any product you offer for sale to a User through Copilot Checkout.

(h) "Product Content" means the product, pricing, and other related data, descriptions, images, videos, audio, and other information about your Products you make available to us in connection with Copilot Checkout.

(i) "Purchase" means a transaction in which a User purchases a Product from you using Copilot Checkout.

(j) "Shopify API" means the application programming interface(s) made available by Shopify to support the exchange of information between us, you, and Shopify to facilitate Purchases and other activities described in these Terms.

(k) "User" means any person or entity who uses Copilot and who we, in our sole discretion, determine to be eligible to make a Purchase using Copilot Checkout.

(l) The terms "Shopify" and "Store Owner" have the same definitions as provided in the Shopify Terms of Service.

(m) Terms like "we", "us", and "our" mean Microsoft.

(n) Terms like "you" and "your" mean Merchant.

2. Eligibility & Participation.

(a) Eligibility. To participate in Copilot Checkout, you must: (a) be a Store Owner in good standing and in compliance with the Shopify Terms of Service; (b) have accepted and be bound by the Shopify Agentic Storefronts Terms; and (c) accept and be bound by these Terms. These obligations are continuous, and if any cease to be true, you are no longer eligible to participate in Copilot Checkout.

(b) Opt-Out/Termination. You may choose to opt-out of participating in Copilot Checkout at any time for any reason through controls offered by the Shopify Agentic Storefronts program. We also may choose, at any time and for any reason in our sole discretion, to end your participation in Copilot Checkout. If your participation in Copilot Checkout ends (or if you are no longer eligible to participate), these Terms will continue to apply to all Purchases and activities or omissions by either of us in connection with Copilot Checkout prior to the end of your participation.

3. Copilot Checkout.

(a) Product Discovery. Through Copilot Checkout, we will use your Product Content to present product information and offers to Users. As between you and us, we have sole discretion to determine whether, when, and how your Product Content will be made available to Users in Copilot, and we are under no obligation to display your Product Content in response to any User interaction with Copilot.

(b) Checkout Experience. If a User wants to Purchase your Product, we may elect to direct that User to your Shopify storefront checkout page or present them with an option to Purchase with Copilot Checkout. As between you and us, you agree that the Copilot Checkout experience (including the display and presentation thereof) is at our sole discretion, and that it may not reflect your branding, configuration, or other customization normally applicable to your Shopify store.

(c) Our Commitments. For all Purchases, we agree:

(i) to use the Shopify API to retrieve data (such as product information, shipping options, taxes, and fees) required for the Purchase to be completed, using the prices and tax calculations you provide to Shopify or otherwise made available to us through the Shopify API;

(ii) to display your name and logo (if provided by the Shopify API) to the User in the Copilot Checkout experience, and to identify you as the merchant of record with respect to a User's Purchase of your Products;

(iii) to obtain User consent to your applicable purchase terms and privacy policy (provided that a link to each of these is made available via the Shopify API) as a condition of completing the Purchase;

(iv) to obtain from the User any necessary consent required by Applicable Law for sharing Customer Data with you and Shopify to complete the Purchase; and

(v) if the user completes the Purchase, to send to you and Shopify (via the Shopify API) the applicable Customer Data.

(d) Your Commitments. For all Purchases, you agree:

(i) you are the sole merchant of record for all Purchases; all Purchase transactions are solely between you and the User; and neither us nor any of our Affiliates shall be deemed the merchant of record, supplier, or purchaser of any Product;

(ii) we are not acting and will not act as a bank or depository institution, payment institution, money transmitter or money services business, and we are not offering any banking, money transmission, or payment services;

(iii) upon completion of a Purchase, you will transmit or cause to be transmitted to the User a purchase receipt in compliance with Applicable Law that (A) identifies you as the merchant, (B) discloses all applicable charges, fees, taxes, and other costs associated with the transaction, and (C) provides your contact information to which the User should direct any inquiries or concerns related to the Purchase;

(iv) as between you and us, you are solely responsible for (A) accepting, processing, and fulfilling all Purchases; (B) collecting payment from Users, including all taxes and other applicable charges and fees due for the Purchase; (C) handling all exchanges, returns, refunds, and cancellations pursuant to your published terms of sale and in compliance with Applicable Law; (D) ensuring that the sale of your Products to Users is made in compliance with all Applicable Law and that all legally required information is provided so that it may be displayed to Users at the time of Purchase; and (E) handling and resolving all customer service, payment, warranty and operational issues;

(v) you are solely responsible for any costs or liabilities associated with the Purchase (including without limitation refunds or chargebacks), except to the extent such cost or liability is caused solely by us (such as through a technical failure or a breach of these Terms);

(vi) you are responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges, and additional charges that arise from or are a result of any Purchases or from your participation in Copilot Checkout; and

(vii) you will not (and you will not permit any third party to): (a) use or engage Copilot or Copilot Checkout in a manner that could damage, disable, overburden, or impair any of our servers, networks, or systems; (b) interfere with any other party's use and enjoyment of any aspect of Copilot Checkout, (c) attempt to gain unauthorized access to Copilot or Copilot Checkout, or obtain or attempt to obtain any materials or information about Copilot or Copilot Checkout through any means not intentionally made available by us.

4. Customer Data.

(a) With respect to all Customer Data processed under these Terms, the Parties agree they are independent data controllers and not joint controllers, and that each is a "business" as defined in Applicable Law.

(b) Each Party agrees to:

(i) provide prominent notices relating to Customer Data processing activities and privacy practices to Users as required by Applicable Law;

(ii) maintain, access, transmit, process, store, and protect Customer Data in accordance with the policies set forth in those notices and in compliance with Applicable Law relating to data processing and data protection;

(iii) remain independently responsible for responding to requests from Users to exercise their rights with respect to their Customer Data under Applicable Law, and to reasonably cooperate in providing assistance to the other Party if necessary for the other Party to respond to such a request;

(iv) notify the other Party without undue delay upon receiving a request or inquiry from a governmental, legislative, judicial, law enforcement, or regulatory authority, or upon facing an actual or potential claim, inquiry, or complaint, in connection with the processing of Customer Data; and to reasonably cooperate with the other Party in providing information and assistance if the other Party is the recipient of such request, inquiry, claim, or complaint; and

(v) upon determining it can no longer meet its obligations under this Section 4, and in such cases, to cease processing the relevant Customer Data or take other actions reasonable and appropriate for remediating the issue.

(c) Each Party represents and warrants:

(i) it has or will obtain adequate consent or otherwise have a lawful basis necessary to process Customer Data in connection with the activities described in these Terms;

(ii) its respective networks, operating systems, software, databases, and other relevant systems are properly built, configured, and operated to store and manage any Customer Data received or obtained pursuant to these Terms in a secure manner; and

(iii) it employs commercially reasonable security measures to protect Customer Data.

(d) You acknowledge and agree that you have entered into an agreement with Shopify that governs Shopify's processing of Customer Data. Shopify's role and obligations with respect to Customer Data are governed by such agreement with Shopify, and these Terms do not govern or modify Shopify's processing of Customer Data.

(e) You acknowledge and agree that we are not required to verify the validity or accuracy of any Customer Data provided to us or provided by us to you in connection with a Purchase. We make no representations or warranties about the quality or availability of Customer Data.

5. Products & Product Content.

(a) Product Availability. Subject to these Terms, you have the sole right to determine which Products to make available for a User to Purchase through Copilot Checkout. As between us, unless otherwise limited by these Terms, you have the right and sole discretion to modify, suspend, or discontinue providing Product Content or offering Products for sale via Copilot Checkout at any time.

(b) Product Compliance. You will ensure that your Product Content is current, complete, accurate, not misleading, and contains no material errors or omissions. You will further ensure that your Product Content and any Product you sell through Copilot Checkout: (i) does not infringe the Intellectual Property or rights therein held by any third party; (ii) is not inherently dangerous, fraudulent, misleading, deceptive, or offensive; (iii) is not designed or intended to facilitate illegal activity; and (iv) can be lawfully sold in the jurisdiction in which you offer it for sale.

(c) Disallowed Products. You agree that you will not offer for sale or sell any Products via Copilot Checkout that are on our Disallowed Products List below.

(d) Rights & Ownership. As between us and subject to the rights granted above, you own all rights in the Product Content and we own all rights in Copilot and Copilot Checkout. Each Party reserves all rights not expressly granted in these Terms. Each Party agrees that it has not acquired and is not acquiring, through these Terms or performance hereunder, any rights in the Intellectual Property of the other Party except as explicitly set forth herein.

6. Fees; Taxes.

(a) Fees. Each Party will pay its own costs associated with Copilot Checkout unless these Terms explicitly provide otherwise. Neither we nor you shall owe or pay to each other any fees solely as a result of your participation in Copilot Checkout.

(b) Taxes. Each Party will bear its own taxes in connection with any transactions under these Terms, and all such taxes (including but not limited to net income or gross receipts taxes, and taxes arising from sales between you and Users) will be the financial responsibility of the party who is obligated by operation of law to pay such tax. You acknowledge and agree that, as between you and us, we are not obligated to collect, withhold, report, or remit any taxes, duties, fees, surcharges, and additional charges that arise from or are a result of any Purchases.

7. Representations & Warranties; Disclaimer.

(a) Each Party continuously represents, warrants, and covenants that it (i) has full power and all necessary rights to enter into these Terms, (ii) complies with all Applicable Law relating to these Terms, and (iii) has not granted and will not grant any rights to third parties that prevent the other party from fully exercising the rights granted under these Terms.

(b) You further represent, warrant, and covenant that:

(i) you own all Product Content or have licensed it from third parties with rights sufficient to grant us the licenses in these Terms, without any payment by us to any third party and without the need for us to clear or obtain any additional rights to exercise these licenses (e.g., third party statistical data, talent fees, residual payments);

(ii) your Product Content and our exercise of the licenses set forth herein do not and will not violate any third-party Intellectual Property rights, or other third party proprietary, privacy, personal or publicity right;

(iii) your Product Content is not, and will not be, misleading, false, libelous, defamatory, obscene, unlawful, or injurious to any third party; and

(iv) all aspects of your provision of information and services to Users shall comply with all Applicable Laws, including without limitation any rules and requirements governing merchants, sales of products, processing of personal data, and/or the processing of consumer payments), and you will accurately and completely make any required disclosures (including product safety warnings) in connection with the offering and sale of your products.

(c) EXCEPT AS PROVIDED HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES. THIS INCLUDES THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8. Indemnification; Limitation of Liability.

(a) Indemnification. Each Party (the "Indemnifying Party") agrees it will defend, indemnify, and hold the other Party, its Affiliates, and its subsidiaries, agents and licensees (collectively, the "Indemnified Parties") harmless from and against all third-party claims, costs, losses, damages, and expenses (including all judgments, settlements, attorneys' fees, and costs) (collectively, "Claims") that arise from or relate to: (i) a breach of these Terms by the Indemnifying Party; (ii) a violation of Applicable Law by the Indemnifying Party; (iii) gross negligence, fraud, dishonesty, or willful misconduct by the Indemnifying Party, its employees, agents, or other representatives; (iv) an allegation that the product, service, technology, data, or content supplied by the Indemnifying Party infringes the Intellectual Property, proprietary, or personal rights of a third party; or (v) the Indemnifying Party's alleged violation of an agreement with or obligations owed to a third party, including without limitation Shopify or your payment processor. Additionally, Merchant shall defend, indemnify, and hold the Microsoft Indemnified Parties harmless from all Claims that arise from or relate to: (vi) an allegation regarding an inaccuracy or omission in your Product Content or your provision of information or services to a User; or (vii) an allegation relating to the use of or inability to use any Product you have sold to a User, including without limitation any product liability claims.

The Indemnified Party will promptly notify the Indemnifying Party in writing of the Claim; provided, however, that a failure to promptly notify the Indemnifying Party shall not relieve it of any liability it may have except to the extent such failure materially prejudices the Indemnifying Party's legal rights. At the Indemnifying Party's request, the Indemnified Party shall provide reasonable assistance in defending the Claim, and the Indemnifying Party shall promptly reimburse the Indemnified Party for any reasonable out-of-pocket expenses incurred in providing that assistance. The Indemnifying Party shall not make any settlement or compromise of a Claim or admit or stipulate to any fault or liability associated with the Claim on behalf of the Indemnified Party without the Indemnified Party's express, prior written consent.

(b) Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY, TOGETHER WITH ALL OF ITS AFFILIATES, TO THE OTHER PARTY, TO THE EXTENT SUCH LIABILITY ARISES OUT OF OR RELATES TO THESE TERMS OR PERFORMANCE HEREUNDER, EXCEED A TOTAL AMOUNT OF ONE HUNDRED THOUSAND U.S. DOLLARS (US $100,000.00). THE FOREGOING LIMITATION SHALL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION SHALL NOT, HOWEVER, APPLY TO THE EXTENT THE LIABILITY ARISES FROM (i) THE LIABLE PARTY'S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; OR (ii) THE LIABLE PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH IN PARAGRAPH (a) ABOVE.

(c) Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, LOST PROFITS, OR EXEMPLARY DAMAGES ARISING OUT OF OR THAT RELATE IN ANY WAY TO THESE TERMS OR PERFORMANCE HEREUNDER. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, WHETHER THE PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER APPLICATION OF THE EXCLUSION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE.

9. Miscellaneous.

(a) Other Agreements. These Terms do not alter your or our respective rights and obligations under any other agreement you may have with us or our Affiliates, including without limitation the Microsoft Advertising Agreement if applicable. Additionally, each Party acknowledges that: (i) the other Party may have separate agreements with Shopify or other third parties relating to the subject matter of these Terms, and (ii) it is neither a party to nor a third-party beneficiary of those agreements.

(b) Publicity. Neither Party will make any public statement relating to your participation in Copilot Checkout without mutual prior written consent, except with respect to (a) our identification of you in connection with product demonstrations, your Products in Copilot, or marketing in connection with Copilot Checkout; and (b) your use of our name for the purposes of and as set forth in our Brand Guidelines.

(c) Jurisdiction; Governing Law. The laws of the State of Washington govern these Terms and our relationship and performance hereunder, notwithstanding any conflicts of laws principles that would require the application of the laws of a different jurisdiction. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods do not apply. For any claim, cause of action, or dispute arising out of or relating to these Terms or the Parties' relationship or performance hereunder, the Parties irrevocably consent to exclusive jurisdiction and venue in the federal or state courts located in King County, Washington.

(d) Notices. For any notices or consents required under these terms, we will send such notices to you through Shopify or, if Shopify makes it available to us, to the contact information associated with your Store in your Shopify account. You will send such notices to us by mail at: MAI Copilot Shopping, c/o Microsoft Corp., One Microsoft Way, Redmond, Washington 98052.

(e) Non-Exclusivity. These Terms and the Parties' relationship with one another are non-exclusive. These Terms do not restrict us from acquiring, marketing, developing, or distributing technology, data, content, products, or services similar to, in addition to, or instead of your Product Content, or from entering into agreements with others to provide similar services or Product Content. Nor do these Terms restrict you from entering into similar agreements to license your Product Content, developing similar or competing technology to Copilot Checkout, or entering into agreements with third parties to do the same.

(f) Updates. We may from time to time modify or update these Terms in our sole discretion. If we do so, we will notify Shopify at least ninety (90) days before such updates take effect. Shopify will communicate such changes to you as set forth in the Shopify Agentic Storefronts Terms.

(g) Assignment. Neither we nor you may assign our respective rights, obligations, or performance under these Terms to any other person or entity without the other's prior written consent; except, however, that, provided such assignment will not relieve either you or we of liability for any subsequent breach: (1) you may assign these Terms in their entirety in conjunction with your assignment of your rights and obligations under the Shopify Terms of Service if and as permitted therein; and (2) we may assign these Terms or our rights or obligations hereunder to one or more of our Affiliates.

(h) Relationship. These Terms do not create an employment, agency, or partnership relationship or grant a franchise. The Parties acknowledge and agree they are independent contractors and have no authority to act on behalf of or bind the other.

(i) General. Delay or failure by a Party to exercise any right or remedy will not result in a waiver of that or any other right or remedy. Neither Party is liable for failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (e.g., natural disasters, war). If a court determines that a provision of these Terms is unenforceable, the remaining provisions will remain in full force and effect. Rights and remedies under these Terms are cumulative. These Terms do not create or vest any rights in any third-party beneficiaries. These Terms are the entire agreement between the Parties regarding its subject matter and replaces all prior agreements, communications and representations.

Disallowed Products List

You may not offer any of the following types of products for sale through Copilot Checkout. This list is not exhaustive, and we reserve the right in our sole discretion to block additional types of products from being offered through Copilot Checkout:

  • Age-restricted products such as alcohol, tobacco, or gambling, or devices related thereto
  • Cannabis products
  • Drugs and drug-related products or paraphernalia
  • Medication, medical devices, and accessories
  • Legal, accounting, medical, or other professional services of any kind
  • Weapons, knives, firearms, ammunition, explosives, or related accessories and combat equipment
  • Hazardous or non-shippable materials
  • Human body parts or body fluids
  • Mature and adult content or services, or products that have nudity
  • Endangered animal species or any form of animal abuse
  • Digital currencies, securities, or other investment-related products
  • Products containing or promoting hateful content, violence, gore, profanity, or offensive content


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