ProfitPath Terms of Service

Last updated: 2026-05-09

These Terms of Service ("Terms") govern your use of the ProfitPath app on Shopify ("the App"), provided by Russell SPC LLC, a Florida limited liability company ("Russell SPC," "we," "our," or "us"). By installing or using the App, you agree to these Terms. If you do not agree, do not install or use the App.

1. The Service

ProfitPath is an analytical Shopify app that computes per-SKU contribution margin, tracks inventory inflow and outflow, forecasts cash flow over rolling 13-week windows, and synthesizes AI-driven insights from your scenario data using third-party large language model providers. The App runs inside the Shopify admin frame as an embedded application and reads data from your Shopify store via the Admin API under scopes you authorize at install.

2. Eligibility and account

2.1 Shopify account required

You must have an active Shopify store and authority to install third-party apps on it. The App authenticates via Shopify OAuth; we do not maintain separate user credentials.

2.2 Age and authority

You represent that you are at least 18 years old and have the legal authority to enter into these Terms on behalf of yourself or the business that owns the Shopify store.

3. Subscription and billing

3.1 Free trial

The App offers a 14-day free trial beginning at install. You will not be charged during the trial. If you uninstall before the trial ends, no charge is made.

3.2 Recurring subscription

After the trial, the subscription fee is $24.99 USD per month, billed via Shopify Billing. The fee is charged in advance for each monthly period. Shopify is the payment processor; Russell SPC does not receive your payment method directly.

3.3 Cancellation

You can cancel at any time by uninstalling the App from your Shopify admin. Cancellation takes effect at the end of the current billing cycle. We do not prorate refunds for partial months. If you uninstall during the free trial, no charge is ever made.

3.4 Price changes

If we change the subscription price, we will notify active merchants via in-app banner at least 30 days before the new price takes effect. You may cancel before the change to avoid the new rate.

4. AI usage and limits

4.1 Default tier (pooled keys)

The base subscription includes daily AI quotas under our pooled provider accounts: 50 fast-tier, 10 smart-tier, and 2 deep-audit-tier analyses per shop per UTC day, plus 1 quarterly memo per quarter. Quotas reset at UTC midnight (or your store's local timezone if configured). Unused quota does not roll over.

4.2 Bring Your Own Key (BYOK)

You may connect your own API key from Anthropic, OpenAI, Google, xAI, or DeepSeek. When BYOK is active, daily quotas do not apply; AI usage is billed by the provider directly to your account under their terms. Russell SPC has no visibility into or responsibility for your provider charges. You are solely responsible for setting spending limits in your provider dashboard.

4.3 AI accuracy disclaimer

5. Data ownership and license

5.1 Your merchant data

You retain all rights to data we read from your Shopify store and data you create inside the App (scenarios, transactions, forecasts, audit trail). We use this data only as described in our Privacy Policy. You can export or delete it at any time.

5.2 Our software

The App, including its source code, design, prompts, schemas, calculation logic, and the AgenTex CFO branding, is owned by Russell SPC LLC and licensed to you for use only via the App's interface during your active subscription. You may not copy, reverse-engineer, decompile, redistribute, or create derivative works of the App. You may not extract our prompts or calculation logic and use them in another product.

5.3 AI output

Subject to the disclaimers in Section 4, you may use the AI-generated text outputs (insights, memos, audit summaries) for your own internal business purposes, including sharing with your accountant or board. The underlying AI models and prompt structures remain Russell SPC's intellectual property.

6. Acceptable use

You agree not to:

• Use the App for any unlawful purpose or in violation of Shopify's Acceptable Use Policy.
• Attempt to gain unauthorized access to other merchants' data or to our infrastructure.
• Resell access to the App without our written permission. (Agency multi-store use is permitted under Section 7.)
• Use the App to process or analyze data you do not have lawful authority over.
• Inject malicious content, attempt prompt injection, or otherwise abuse the AI features.
• Probe, scan, or test the vulnerability of any system or network.

We may suspend or terminate access for material violations of this section.

7. Multi-store and agency use

If you are an agency or consultant managing multiple Shopify stores under the App, each store you install on requires its own subscription. The Store filter in the App lets one operator switch context across stores they have access to, but does not bypass the per-store subscription requirement. Agency-tier white-label features (custom branding, multi-store rollup) may be added under separate terms in a future release.

8. Service availability

We aim for 99.5% monthly uptime as a target, not a contractual guarantee. The App depends on Shopify, Cloudflare, and your selected AI provider; outages on any of those may make the App unavailable temporarily. We do not provide service-level credits or refunds for downtime in the standard tier.

9. Termination

9.1 By you

You may terminate at any time by uninstalling the App from your Shopify admin.

9.2 By us

We may terminate your access for material breach of these Terms (including non-payment, abuse, or violation of Section 6) with reasonable notice. We may terminate the App entirely with at least 90 days' notice to active merchants, during which you can export your data.

9.3 Effect of termination

Upon termination, your access ends and we begin the data deletion process described in our Privacy Policy. Sections 4.3, 5, 10, 11, 12, and 13 survive termination.

10. Disclaimer of warranties

THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF AI OUTPUT. WE DO NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RUSSELL SPC LLC'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE APP IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR DAMAGES ARISING FROM YOUR RELIANCE ON AI-GENERATED OUTPUTS. THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Indemnification

You agree to indemnify and hold harmless Russell SPC LLC and its officers, directors, employees, and agents from any third-party claims, damages, costs, or expenses (including reasonable attorneys' fees) arising from your misuse of the App, violation of these Terms, or violation of any applicable law or third-party right.

13. Governing law and dispute resolution

13.1 Governing law

These Terms are governed by the laws of the State of Florida, USA, without regard to its conflict-of-laws provisions.

13.2 Arbitration

Any dispute arising out of or relating to these Terms or the App shall be resolved by binding arbitration held in Martin County, Florida, conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in effect on the date the arbitration demand is made. The parties shall attempt to agree on a single neutral arbitrator within thirty (30) days after a written demand for arbitration is served. If the parties cannot agree within that period, the arbitration shall be administered by the AAA, which shall appoint the arbitrator in accordance with its Rules. The decision of the arbitrator shall be final and enforceable in any court of competent jurisdiction. You and Russell SPC each waive any right to a jury trial.

13.3 Class-action waiver

Disputes shall be brought only in your individual capacity, not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate claims of multiple parties.

13.4 Small-claims exception

Either party may bring qualifying claims in the small-claims court of Martin County, Florida instead of arbitration, provided the claim stays in that court.

13.5 Injunctive relief

Notwithstanding the above, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights or confidential information.

14. Changes to these Terms

We may update these Terms from time to time. The "Last updated" date at the top reflects the most recent revision. Material changes will be communicated to active merchants via in-app notification at least 30 days before they take effect. Continued use of the App after the effective date constitutes acceptance of the revised Terms.

15. Miscellaneous

15.1 Entire agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Russell SPC LLC regarding the App and supersede any prior agreements or understandings.

15.2 Severability

If any provision of these Terms is held unenforceable, the remaining provisions shall continue in full force and effect.

15.3 No waiver

Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.

15.4 Assignment

You may not assign these Terms without our written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

16. Contact

Russell SPC LLC
6941 SE Constitution Blvd, Apt 203
Hobe Sound, FL 33455
Email: [email protected]