EFFECTIVE DATE: 9 May 2025
ShoppAI Terms of Service.
These Terms of Service constitute a legally binding agreement between you and SHOPP.AI LLC (together with its subsidiaries and affiliates, âShopp.ai, Inc.â, âShoppAIâ, âwe,â âourâ or âusâ) governing your use of our products, services, information, contents, and tools, mobile application (the âAppâ), and website (the âSiteâ and collectively with the foregoing, the âServicesâ).
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE âI AGREEâ OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, DOWNLOADING THE APP OR ANY APP UPGRADES, USING THE APP ON YOUR MOBILE DEVICE, VISITING THE SITE, ACCESSING OR USING THE SERVICES, OR PARTICIPATING IN AN ELECTRONIC CONVERSATION FACILITATED BY THE SERVICES (ANY SUCH PARTICIPANT, A âCONVERSATION PARTICIPANTâ), YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED VIA THE SITE OR THE APP. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.
These Terms of Service apply to all users of the Services, including, without limitation, browsers, vendors, customers, merchants, consumers, content contributors, Business Owners (as defined below), and Agencies (as defined below). These Terms of Service are effective as of the date you first click âI agreeâ (or similar button or checkbox) or use or access the Services, whichever is earlier. If you accept or agree to these Terms of Service on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms of Services; (ii) you have read and understand these Terms of Service; and (iii) you agree to these Terms of Service on behalf of the party that you represent. In such an event, âyouâ and âyourâ will refer and apply to your employer or such other legal entity.
Any personal data you submit to us or which we collect about you is governed by our Data Protection Addendum (âDPAâ), available at www.shopp.ai/dpa, and Privacy Policy (âPrivacy Policyâ), available at www.shopp.ai/privacy. You acknowledge that by using the Services, you have reviewed the Privacy Policy and the DPA. The Privacy Policy and DPA are incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this âAgreement.â
Table of Contents
2. Account, Password, Security, and Phone Use
3. Agencies and Busines Owners
5. Communication by Text Message or Email
6. Communication with ShoppAI and its Clients
8. Representations and Warranties; Compliance with Laws
9. Mobile App Updates and Upgrades
11. Termination and Suspension
12. Links to Third-Party Websites; Optional Third-Party Tools
13. Optional ShoppAI-Provided Tools
14. Ownership and Intellectual Property Rights
15. Copyright Complaints and Copyright Agent
19. Dispute Resolution â Arbitration & Class Action Waiver
23. Changes to this Agreement and the Services
24. No Rights of Third Parties
1. Our Services
We provide a cloud-based platform that enables businesses and individuals to create automated conversational (chat) flows that they can deploy across a wide range of messaging services, social media, and other third-party platforms.
If you purchase or use our Services, youâre doing so through ShoppAI, and such purchase and use is subject to this Agreement; provided, that if youâve entered into a separate agreement or order form with us governing the purchase or use of our Services, such separate agreement or order form will govern in the event of a conflict with this Agreement.
1.1 âCustomerâ shall mean any person who accepts this Agreement, and who uses our software, products, services, and interacts with our websites or mobile apps, unless that person accepts it on behalf of a company, in which case âCustomerâ designates this entity which can be a company, a government organization (non-exhaustive list). ShoppAI and Customer are each referred to in this Agreement as a "Party" and collectivelyas the "Parties".
1.2 âEnd Usersâ means the customers of the Customer.
1.3 âShoppAI Softwareâ shall mean, collectively or individually, the chatbot technologies created/ designed by Shopp.ai that the Customer can use to access the chatbot services provided by ShoppAI, including ShoppAI Dashboard, the application program interfaces (APIs).
1.4 âShoppAI Dashboardâ shall mean the online portal through which the Customer controls settings, may select the Customerâs Plan, and any other Services, and monitors usage of the Customerâs Account.
1.5 âShoppAI Servicesâ shall mean our software, mobile apps, products, services, and websites.
1.6 âUpdatesâ shall mean enhancements, bug fixes, updates, and new versions made to the ShoppAI Software by ShoppAI and provided to the Customer by ShoppAI.
1.7 âApplicable Lawsâ shall mean all laws, regulations, regulations, orders, administrative directives, treaties, conventions, and/or judicial or administrative decisions of any governing body having jurisdiction over the Services, the Customer, and/or the Customer's use of the Services.
1.8 âSupportâ means the free, community-based online help forums sponsored by us and fee-based individualized help with the Services that may be available to you by email, calls, or other communication modes available now or in the future, at Shopp.aiâs sole option.
1.9 âWebsiteâ means the website located at https://shopp.ai or any successor URL.
General Terms & Conditions
1. Our company is registered legally in the United States of America, and we have the required governmental permissions to provide our services.
2. If you are an individual in the EU, please read and accept the terms of ShoppAIâs Data Processing Addendum (DPA) before using our services.
3. Our Services should only be used by adults, meaning you and your users must be at least 18 years old or older to use them. We will delete any information we find that was collected from a user under the age of 18 as quickly as possible. If you need to delete your account or remove the account of a child under the age of 18, please contact us at [email protected]. By using our services, you represent and warrant that you are at least 18 years of age.
4. You are responsible for maintaining the security of your use of our services. The Company cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
5. You are responsible for all content posted and activity that occurs under your identity.
6. You can seek the removal of content posted on our website by contacting us. We will endeavor to review such requests and to remove the content and users that we determine should be removed, in our sole discretion and following these Terms of Service and applicable law. However, by providing a mechanism for the submission of complaints, we make no promises that we will review all such complaints or that we will take any action in response to such complaints. Please be aware, however, that if the content has already been distributed to other websites or published in other media, we will not be able to recapture and delete it. Also, a backup or residual copy of the content we remove from this website may remain on backup servers.
7. Unless specifically requested, we do not solicit, nor do we wish to receive, any confidential, secret, or proprietary information from you through our email or in any other way. Any materials submitted by you (including, without limitation, text, photographs, graphics, audio, visual, and audiovisual content), demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques, or other materials (including, for example, and without limitation, content that you submit or post to any message boards, review/rating boards, and/or our blogs, social media sites, or send to us via email) (collectively, "Submitted Materials") will be deemed not to be confidential or secret and may be used by us in any manner consistent with the Privacy Policy. By submitting or sending Submitted Materials to us, you agree that your Submitted Materials will not violate any rights of any third party, including copyrights, trademarks, privacy, personality, or any other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive, or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third party.
8. Verbal, physical, written, or other abuse (including threats of abuse or retribution) of any Service customer, Company employee, or officer will result in immediate action by the company.
9. The failure of the Company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitute the entire agreement between you and the Company and govern your use of the Service, superseding any prior agreements between you and the Company (including, but not limited to, any prior versions of the Terms of Service).
10. The Company hereby grants you a non-exclusive, non-transferable, revocable, worldwide license to access and use the Services to interact with your end users (âEnd Usersâ). All rights not expressly granted to you are reserved by ShoppAI.
11. Access to the Services by an End User shall be governed by your End User terms of service (âYour Termsâ), provided that you shall be responsible for ensuring that, as between an End User, you and ShoppAI: (i) ShoppAI will at all times retain ownership of all of its intellectual property (as further described in the Section entitled âShoppAIâs Intellectual Property Rightsâ below) and End Users are granted no rights to such intellectual property, (ii) ShoppAI makes no direct or implied warranties to End Users, (iii) you shall not make any representation or warranties to End Users concerning the Service, other than the representation that you have the necessary rights to allow End Users to use the Service, (iv) ShoppAI is the direct and intended beneficiary of Your Terms, and (v) ShoppAI will not be liable in any way to End Users, either directly or indirectly. As between ShoppAI and you, you are responsible for ensuring that End Users do not communicate information in violation of law using the Service, and for advising them against transmitting sensitive information using the Service, including but not limited to health/medical information or personally identifiable information of minors.
12. Free Trial. ShoppAI may offer, at its discretion, a free trial of the Software for a specified period. During such trial period, Customer shall be bound by the terms of this Agreement and any applicable law, regulation, and generally accepted practices or guidelines in the relevant jurisdictions.
2. Account, Password, Security, and Phone Use
You must register with ShoppAI and create an account to use the Services (an âAccountâ), and as part of that process, you will be requested to provide certain information, including without limitation your name, phone number, and email address, which may be provided by linking certain services, including without limitation Instagram, Facebook, or WhatsApp to your Account. By using the Services, you agree to provide true, accurate, current, and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current, and complete. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any login and password provided by you or given to you by ShoppAI for accessing the Services. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. Users are responsible for the content users upload to their âAccountâ and use of any userâs Account, and ShoppAI expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account, or you suspect any other breach of security, you agree to contact ShoppAI immediately.
The person signing up for the Services will be the contracting party (âAccount Representativeâ) for the purposes of these Terms of Service and will be the person who is authorized to use any corresponding Account we provide to the Account Representative in connection with the Services; provided, however, that if you are signing up for the Services on behalf of your employer, your employer shall be the Account Representative. As the Account Representative, you are solely responsible for complying with these Terms of Service, and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. If you are an Agency (as defined below) using our Services to provide services to a Business Owner (as defined below), please read Section 3 below.
By providing your phone number and email address and by using the Services, you hereby affirmatively consent to ShoppAIâs use of your phone number for calls and recurring texts (including with an autodialer and/or prerecorded voice) and your email address in order to (i) perform and improve upon the Services, (ii) facilitate the carrying out of our Services, and (iii) provide you with information and reminders regarding your registration, changes and updates, service outages, or alterations. These calls and messages may include, among other things, push notifications and other reminders delivered through our App. ShoppAI will not assess any charges for calls or texts, but standard message, data, or other charges from your wireless carrier may apply. You may opt out of receiving calls or messages from us by modifying your Account settings on the Site or the App, by stating that you no longer wish to receive calls or messages from us during any call with us, or by visiting https://app.shopp.ai/support and specifying you want to opt out of calls or messages. You understand that we may send you a message confirming any opt-out by you.
3. Agencies and Business Owners
A âBusiness Ownerâ is any individual or entity that uses ShoppAIâs Services to market, support, develop, or otherwise commercialize their business, services, or products. An âAgencyâ is any service provider retained or hired by a Business Owner to create and/or manage a ShoppAI account and use the Services on the Business Ownerâs behalf. An Agency is not required for a Business Owner to use the Services.
Notwithstanding the foregoing in Section 2, if you are an Agency using our Services to provide services to a Business Owner, you (i) agree to correctly identify such Business Owner as an administrator on the Account and, if applicable, on the applicable Facebook page, Instagram page, WhatsApp account, Telegram account, and on any other relevant platform, and (ii) confirm you are authorized to use the Services and the Account on behalf of the Business Owner.
The Business Owner shall be the sole and exclusive account representative of any Account created on its behalf by an Agency; provided that the Agency shall maintain its rights and interests in and to all designs, templates, flows, sequences, or other intellectual property associated with the chatbot automation work product created by such Agency for the Business Owner (such work product, the âAgency Contentâ).
In the event of a termination of the relationship between a Business Owner and its Agency, the Business Owner agrees to promptly notify ShoppAI of such termination by contacting us at https://app.shopp.ai/support or via email at [email protected].
Following the transfer of an Account from an Agency to the Business Owner, the Business Owner shall be solely responsible for the payment of any applicable subscription plans and/or fees due with respect to the Account.
4. User Generated Content
âUser Generated Contentâ is defined as any content, information, and materials that may be textual, audio, or visual that you or any Conversation Participant provides, submits, uploads, publishes, or otherwise makes available to the Services and our users. You are solely responsible for your and your Conversation Participantsâ User Generated Content, and ShoppAI acts merely as a passive conduit for your online distribution and publication of such content. You acknowledge and agree that ShoppAI:
It is not involved in the creation or development of User Generated Content.
Disclaims any responsibility for User Generated Content.
Cannot be held liable for claims arising out of or relating to User Generated Content.
Is not obligated to monitor, review, or remove User Generated Content, but reserves the right to limit or remove User Generated Content on the Services at its sole discretion.
You hereby represent and warrant to ShoppAI that your User Generated Content:(i) will not be false, inaccurate, incomplete, or misleading;
(ii) will not infringe on any third partyâs copyright, patent, trademark, trade secret, or other proprietary rights, including rights of publicity, personality, or privacy;
(iii) will not violate any law, statute, ordinance, or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam, or privacy);
(iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing;
(v) will not be obscene or contain pornography (including, but not limited to, child pornography) or be harmful to minors;
(vi) will not contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other harmful programming intended to damage, interfere with, intercept, or expropriate any system, data, or personal information;
(vii) will not falsely represent you as being employed by, directly engaged by, or affiliated with ShoppAI, nor imply that you are authorized to act as a representative or agent of ShoppAI; and
(viii) will not create liability for ShoppAI or cause ShoppAI to lose (in whole or in part) the services of its ISPs or other suppliers.
By making any User Generated Content available through the Services, you hereby grant ShoppAI permission to use, process, or disclose such User Generated Content on, through, or utilizing the Services for the purposes of:
providing the Services to you,
modifying, improving, and operating the Services, and/or
as otherwise permitted by this Agreement.
ShoppAI does not claim ownership of your User Generated Content, and nothing in this Agreement shall be deemed to restrict any rights you may have to use and exploit such content independently.
5. Communication by Text Message or Email
If you would like to communicate with your users via text message or email, you hereby agree to the following Compliance and Indemnity Terms (âCITâ). You are required to use the Services in full compliance with all applicable laws and regulations, including, without limitation, all state, provincial, and federal laws, specifically including but not limited to:
đ The Telephone Consumer Protection Act of the United States, as amended (TCPA);
đThe Personal Information Protection and Electronic Documents Act of Canada (PIPEDA), and any substantially similar provincial privacy laws;
đ Canadaâs Anti-Spam Law (CASL); and
đ Brazilâs General Data Protection Law (LGPD).
These are collectively referred to herein as the âElectronic Messaging Laws.â By making any use of the Services, you expressly warrant that you are and will remain in full compliance with all applicable laws.
You agree that you have read and understand the Electronic Messaging Laws, along with any similar state, provincial, territorial, or local regulations. You further acknowledge that in some jurisdictions, local or regional rules may be more restrictive than federal ones. You should consult with your legal counsel to ensure your compliance. ShoppAI does not assume any responsibility for ensuring that your use of the Services meets applicable legal requirements. ShoppAI shall not be liable if you are found in violation of any law, regulation, or rule. Nonetheless, you acknowledge that ShoppAI is actively working to help support customer compliance by requiring agreement to these Terms of Service.
You understand and acknowledge that under laws such as the TCPA, it is generally a violation to contact consumers via phone, text, or email without their prior express written consent. ShoppAI is not responsible for ensuring that you avoid transmitting messages in violation of these consent requirements.
You also understand and acknowledge that, under laws such as CASL, it is generally a violation to send text messages, emails, or other forms of electronic messaging to Canadian consumers without proper consent. You agree not to contact any individual through the Services unless you have valid consent, obtained in accordance with the applicable law. Upon request from ShoppAI, you agree to provide proof of such consent or opt-ins, along with message content and evidence of how unsubscribe requests have been handled.
All outbound communications must include legally required information such as:
đ Your business name;
đ Your physical mailing address;
đ A valid email address, telephone number, or web address; and
đ A clear opt-out or unsubscribe option.
You also agree not to send any messages to individuals who have opted out or withdrawn their consent, including those who have replied with âSTOPâ or a similar request. You, not ShoppAI, are fully responsible for your message content and its legal compliance.
You acknowledge and agree that ShoppAI serves only as a platform or tool to facilitate the sending of your messages, but that you control both the content and the intended recipients. Therefore, it is your responsibility to ensure that your communications comply with all applicable laws.
You agree to indemnify, defend, and hold harmless ShoppAI, its owners, members, directors, officers, agents, employees, contractors, consultants, and vendors from and against any and all claims, lawsuits, fines, penalties, judgments, losses, costs, expenses, and legal fees (including reasonable attorneys' fees and court costs) arising out of any alleged violation by you of any applicable law, or any breach of your representations, warranties, or obligations under these Terms of Service, including this CIT.
In the event of any such claim, investigation, or legal proceeding brought against ShoppAI, you agree to:
đ Promptly indemnify and defend ShoppAI;
đ Receive prompt notice of the claim from ShoppAI;
đ Be provided reasonable assistance and cooperation in defending the matter; and
đ Assume full control and authority over the defense and resolution of the claim, subject to ShoppAIâs right to reasonably approve any proposed settlement.
For support, you may contact us at https://app.shopp.ai/support or email [email protected].
6. Communication with ShoppAI and its Clients
You verify that any contact information you provide to ShoppAI and its clientsâincluding, but not limited to, your email address and phone numberâis true, accurate, and up to date. You further affirm that you are the subscriber or rightful owner of any telephone numbers and/or email addresses you provide to ShoppAI and its clients.
By voluntarily providing your contact information, you expressly consent to be contacted at the telephone numbers and/or email addresses you provide. You agree to receive communications from or on behalf of ShoppAI and its clients, which may include emails, text messages (SMS/MMS), pre-recorded voice messages, and/or autodialed calls related to:
đ This agreement and the Terms of Service;
đ Any current or future transactions with ShoppAI and its clients;
đ Service updates and account-related matters; and
đ Promotional offers or announcements.
These communications may occur even if your telephone number is listed on any state, provincial, territorial, or federal Do Not Call registry or list.
You acknowledge and agree that standard message and data rates may apply for any text messages or calls received, and that ShoppAI and its clients are not liable for any charges incurred through your telecommunications provider.
For more information or to manage your communication preferences, you may contact ShoppAI Support at https://app.shopp.ai/support or email us at [email protected].
7. Prohibited Uses
In addition to other prohibitions set forth in these Terms of Service, you agree not to use the Services:
1. For any unlawful purpose.
2. To conduct or solicit others to perform or participate in any unlawful acts.
3. To violate any international, federal, provincial, state, or local regulations, laws, rules, or ordinances.
4. To use the Services in any manner that infringes upon or violates the intellectual property or proprietary rights of ShoppAI or any third party.
5. To harass, abuse, insult, harm, defame, slander, stalk, threaten, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability, or otherwise violate the legal rights (including privacy or publicity rights) of other users, visitors, or ShoppAI staff.
6. To submit false, misleading, or deceptive information.
7. To upload or transmit viruses, malicious code, or any harmful software that may affect the functionality or operation of the Services, any related systems, or the broader Internet.8. For any obscene, immoral, or exploitative purpose.
8. For any obscene, immoral, or exploitative purpose.
9. To interfere with or circumvent the security features of the Services or any related systems.
10. To engage in activities that could negatively impact the performance, integrity, or reliability of the Services.
11. To attempt to compromise system integrity or security or to decipher transmissions to or from our servers.
12. To access unauthorized accounts or collect personal information of others without their consent.
13. To exploit or misuse any trial, demo, or promotional offerings provided by ShoppAI.
14. To abuse any rebate, incentive, or discount programs offered through the Services.
15. In violation of the policies of any third-party platforms used with ShoppAI, including but not limited to Facebook, Instagram, WhatsApp, and Telegram.
16 To copy, distribute, or disclose any part of the Services through unauthorized mediums.
17. To use unauthorized automated systems (e.g., bots, spiders, scrapers, offline readers) to access the Services, except where allowed via official APIs or documentation.
18. To transmit spam, phishing links, chain letters, or unsolicited emails, or to attempt phishing, pharming, pretexting, crawling, or scraping.
19 To impersonate another person, misrepresent your affiliation, conceal your identity, or commit fraud.
20. To reverse engineer, decompile, disassemble, or otherwise attempt to extract the source code or underlying algorithms of the Services.
21. To encourage, facilitate, or enable any third party to engage in any of the actions described above.
ShoppAI reserves the right to terminate or restrict your use of the Services if you violate any of the above.
Additionally, while accessing or using the Services, you agree not to:
1. Access, tamper with, or use non-public areas of the Services or ShoppAIâs internal systems.
2. Probe, scan, or test the vulnerability of any network or system or breach any security or authentication measures.
3. Access or attempt to access the Services through methods other than the approved interfaces and integrations provided or authorized by ShoppAI.
4. Forge headers in TCP/IP packets, emails, or other communications to disguise the origin of messages.
5. Interfere with or disrupt (or attempt to interfere with or disrupt) the access or experience of any other user or network, including by overloading, flooding, spamming, or scripting the automated creation of content that places an undue burden on the Services.
ShoppAI also reserves the right to:
1. Limit access to the platform for users whose activity negatively affects the experience of other users, our team, partners, or third-party platforms such as Facebook, Instagram, WhatsApp, and Shopify.
2. Review, remove, andâif required by law, subpoena, or governmental requestâdisclose any information as needed to:
(a) comply with applicable laws and legal processes;
(b) enforce the Terms of Service and investigate violations;
(c) detect, prevent, or address fraud, security, or technical issues;(d) respond to user support inquiries;
(e) protect the rights, property, or safety of ShoppAI, its users, and the public.
ShoppAI does not disclose personally identifiable information to third parties except in accordance with our Privacy Policy or when required by law.
For any questions or concerns, you may contact us at https://app.shopp.ai/support or email [email protected]
8. Representations and Warranties; Compliance with Laws
You represent and warrant that:
(i) you are at least 18 years of age or of the minimum legal age required in your jurisdiction to form a binding contract, and
(ii) you have the legal right, authority, and capacity to enter into this Agreement and to comply with all of its terms and conditions. If you are entering into this Agreement on behalf of a company or other legal entity, you further represent and warrant that you have full authority to bind that entity to this Agreement.
You further represent and warrant that:
(i) you have read, understood, and agreed to be bound by these Terms of Service and the ShoppAI Privacy Policy to access and use the Services;
(ii) you will act professionally and responsibly in all interactions involving the Services and other users; and
(iii) your use of the Services will fully comply with all applicable local, state, national, and international laws and regulations, and be conducted in good faith.
You are solely responsible for determining whether the Services are suitable for your use in compliance with applicable regulations, including but not limited to EU General Data Protection Regulation (GDPR), HIPAA, and other sector-specific privacy or data-handling laws. If your use of the Services is subject to such regulations and ShoppAI does not meet the compliance requirements of those regulations, you assume full responsibility and liability.
You may not use the Services for any unlawful, fraudulent, or discriminatory activities, including but not limited to violations of the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, or any similar consumer protection or commerce-related laws.
You represent and warrant that you are solely responsible for obtaining and maintaining valid, documented consent from all end users for text messaging, email, or any other form of communication through the Services, in compliance with all applicable laws and regulations. This includes, but is not limited to:
đ The Brazilian General Data Protection Law (LGPD);
đ The Telephone Consumer Protection Act (47 U.S.C. §227) and its implementing regulations (47 C.F.R. §64.1200); and
đ Any other applicable global or regional regulations.
You also warrant that you will not use the Services to communicate with any end user who has revoked consent or otherwise requested not to be contacted.
If you are located in the European Economic Area (EEA), United Kingdom, Switzerland, or Brazil, you additionally represent and warrant that:
1. You will obtain valid consent or use another lawful mechanism to (i) transfer data to ShoppAI, and (ii) allow ShoppAI to process such data;
2. You will inform your data subjects that their personal data will be transferred to and processed by ShoppAI;
3. You will maintain and comply with a clearly posted privacy policy;
4. You have collected, stored, used, and transferred all data in compliance with applicable data protection laws, and have the necessary permissions to allow ShoppAI to process such data on your behalf;
5. You understand and agree that ShoppAI acts as a data processor, and that you remain the controller of such data under all relevant laws and regulations;
6. You agree not to use the Services to collect, store, or manage sensitive personal data, including health or financial data, for which ShoppAI bears no responsibility or liability;
7. You have reviewed and accepted the ShoppAI Data Processing Addendum, which governs how we handle personal data in connection with the Services;
8. You will not use the Services for automated decision-making or profiling that has legal or significant effects on individuals; and
9. You agree to indemnify and hold harmless ShoppAI, including its officers and directors, from any claims, investigations, damages, or lossesâincluding reasonable attorneysâ feesâarising from your breach of the representations and warranties in this Section 8.
You further represent and warrant that, unless fully and promptly disclosed in writing to ShoppAI, you do not have any undisclosed intentions, affiliations, or purposes that ShoppAI may reasonably wish to know in connection with your use of the Services. This includes (without limitation) using the Services for journalistic, investigatory, competitive, or unlawful purposes. You agree to immediately disclose in writing to ShoppAI any such status or intent if it arises before or during your use of the Services.
For any questions or disclosures required under this section, please contact us at https://app.shopp.ai/support or email [email protected].
9. Mobile App Updates and Upgrades
By installing the ShoppAI App (the âAppâ), you consent to the installation of the App and any subsequent updates or upgrades that may be released through the Services. The App (including any updates or upgrades) may:
1. Automatically communicate with ShoppAIâs servers to enable full functionality of the App and transmit usage data for analytics and performance monitoring;
2. Modify or influence App-related settings or preferences stored on your device; and
3. Collect personal information, as outlined in the ShoppAI Privacy Policy.
You may uninstall the App from your device at any time. For assistance with uninstalling or managing your App settings, you may contact our support team at https://app.shopp.ai/support or email us at [email protected].
10. Billing and Payment
Unless otherwise agreed in writing between you and ShoppAI, all payments and applicable charges for the Services must be made through our designated third-party payment processor (the âPayment Service Providerâ or âPSPâ) as specified on the platform. You may be required to register with the PSP, agree to the PSPâs terms of service, and provide payment information to use the PSP system. By using the Services, you acknowledge and agree that:
1. You have read, understood, and accepted the PSPâs Services Agreement;
2. You are subject to the PSPâs terms independently of your agreement with ShoppAI; and
3. ShoppAI is not a party to the PSP Services Agreement and bears no responsibility or liability under that agreement.
All prices and service fees listed on the platform are exclusive of applicable federal, state, local, or international taxes, fees, or government-imposed charges (âTaxesâ). Taxes will be calculated based on the billing address you provide and charged accordingly. Unless otherwise specified, all pricing and payments are in U.S. Dollars (USD).
You agree to pay all charges to your account as per the pricing structure and billing terms in effect at the time of each charge. These include subscription plans and any additional service add-ons.
By using the Services, you authorize ShoppAI or its affiliates to process payments and carry out all related financial actions required to fulfill obligations under these Terms.
Subscription Billing
Fees for monthly, annual, or custom-duration Subscription Plans are posted on the site and may change at any time. If you purchase a Subscription Plan:
đ Monthly payments are due on the same calendar day each month as your original purchase date;
đ Annual payments are due on the same day each year as your original subscription;
đ You must provide valid payment details, and by doing so, you authorize ShoppAI to charge your card on a recurring basis;
đ If your payment fails, your account may be suspended until payment is received.
If your credit card expires, you agree to update your payment method promptly. By submitting any payment information, you represent that you are authorized to use that payment method and that all charges may be billed to it without being declined.We reserve the right to change our pricing at any time by posting a new structure to https://shopp.ai/pricing or sending notice to your registered email.
Refunds and Trials
You may be eligible for a partial or full refund only if ShoppAI ceases to provide the Services for a reason not stated in these Terms. Any discretionary refund must be requested through https://app.shopp.ai/support and will be considered under our published refund policy.
Trials may be offered for certain Services, free or at a reduced rate, for a limited time (âTrial Periodâ). Trials begin once you accept the terms and submit valid information details to create your ShoppAI workspace. By starting a Trial, you:
đ Accept these Terms of Service;
đ Agree to auto-enroll in the selected plan after the Trial Period ends, unless canceled beforehand.
You must cancel before the end of the Trial Period to avoid being charged. To cancel, log into your account and follow the cancellation instructions on your account page.
Selling Products via ShoppAI Bots
If you use in-bot payments to sell your own goods, services, or content (your "User Products") through your ShoppAI bot (âBotâ), you are solely responsible for:
1. The accuracy, legality, and delivery of your User Products;
2. Ensuring compliance with applicable commerce, advertising, and consumer protection laws;
3. Managing all end-user interactions, payment disputes, and product fulfillment;
4. Handling taxes, issuing invoices, and ensuring legal operation of your business;
5. Providing customer support for your User Products;
6. Maintaining data privacy, security, and PCI compliance for customer data you collect.
You may not use ShoppAI to offer or sell User Products that are illegal, counterfeit, hazardous, infringe intellectual property, or violate any policies of third-party platforms, including Facebook, Instagram, WhatsApp, Shopify, Stripe, or PayPal.
ShoppAI reserves the right to suspend or terminate your account, Bot, or individual product listings without notice if suspicious or non-compliant activity is detected.
You are also fully responsible for:
đ Verifying the identity and payment method of your customers;
đ Any chargebacks or reversals that may occur, regardless of the reason;
đ Ensuring proper customer service and dispute resolution;
đ Securing all sensitive customer data in accordance with applicable laws.
ShoppAI makes no guarantees about the success or security of transactions conducted via your Bot and assumes no liability for any sales or disputes arising from your User Products.
11. Termination and Suspension
Unless otherwise agreed to in writing between you and ShoppAI, either party may terminate these Terms of Service at any time, with or without cause. You may cancel and delete your Account at any time by using the account management features provided in the Services or by contacting us at https://app.shopp.ai/support.
Upon cancellation:
đ Your access to your Account, profile, and any associated data or content through the Services will be revoked;
đ Any provisions of these Terms of Service which by their nature are intended to survive termination (including without limitation disclaimers, limitations of liability, indemnities, and intellectual property rights) shall remain in effect and enforceable indefinitely.
ShoppAI reserves the right to refuse the Services to anyone, for any reason, at any time. ShoppAI may, without notice, suspend, limit, or terminate your access to the Services if we are investigating or believe that you have violated any provision of these Terms.
If your access is terminated or restricted:
đ You may not register or create a new Account using your name, a fake or borrowed name, or the name of any third partyâeven if you are acting on behalf of such third party;
đ This Agreement will remain binding and enforceable against you;
đ ShoppAI reserves the right to take appropriate legal action, including pursuing arbitration as set forth in Section 19 of these Terms.
ShoppAI also reserves the right to modify, suspend, or discontinue any portion of the Services at its sole discretion. When reasonably possible, we will provide notice of such changes, but ShoppAI is not liable for any resulting loss, limitation, or discontinuation of access to the Services.
We may, at our sole discretion, restrict or deny a personâs ability to register for an Account if we believe that the individual could compromise the integrity, security, or performance of the Services, or if such action is necessary to address any business, legal, or security concern.
Following cancellation or termination of your Account:
đ ShoppAI may permanently delete all associated data and content, including any User Generated Content, in the normal course of operations;
đ Once deleted, your data cannot be recovered.
If your Account remains inactive for a period of 18 consecutive months (defined as no login, chatbot activity, payment transactions, or planned broadcasts), ShoppAI may attempt to notify you via email or other contact methods on file. If you do not respond within 30 days, we reserve the right to close your Account and delete all associated data.
If you have a prepaid balance in your ShoppAI Wallet, you must use it within one (1) year from the date it was added. Prior to expiration:
đ We will notify you of the unused balance via the email associated with your Account;
đ At our discretion, we may either (i) refund the remaining balance (by a method we determine), or (ii) convert it into a credit toward future ShoppAI services.
If you do not respond within 30 days of the notice, you will forfeit the unused balance, which shall then be considered a payment for services.
For any assistance regarding your account, cancellation, or data, please visit https://app.shopp.ai/support or email us at [email protected].
12. Links to Third-Party Websites; Optional Third-Party Tools
The Services may contain links (including hyperlinks) to third-party websites. These links are provided solely for informational and convenience purposes and do not constitute an endorsement, approval, or association by ShoppAI of those websites, their content, or their operators. ShoppAI does not control and is not responsible for:
1. The availability or accuracy of such third-party websites;
2. Any content, advertising, products, or services found on or through such websites.
You acknowledge and agree that:
đ ShoppAI is not involved in the creation, development, or maintenance of any third-party websites;
đ ShoppAI disclaims all responsibility and liability related to third-party websites;
đ ShoppAI has no obligation to monitor, review, or remove any third-party links included on the Services, but reserves the right to do so at its sole discretion.
Accessing third-party websites is done at your own risk, and such websites are governed by their own terms of service and privacy policies. You are responsible for reviewing those policies and ensuring compliance with them. By using or viewing any third-party website linked through the Services, you agree to hold ShoppAI harmless from any claims, liabilities, or damages that may result.
As part of the Service functionality, you may connect your ShoppAI Account with third-party platforms such as Facebook, Instagram, WhatsApp, or Shopify (each a âThird-Party Accountâ) by either:
đ Providing your Third-Party Account login credentials via the Services, or
đ Authorizing ShoppAI to access your Third-Party Account, as permitted by that platformâs terms of use.
You represent and warrant that:
đ You have the legal right to disclose your Third-Party Account login credentials and/or grant ShoppAI access to such accounts;
đ Granting such access does not violate the terms of your agreement with any third-party provider;
đ ShoppAI is not obligated to pay any fees or comply with any limitations imposed by such third-party services.
By linking a Third-Party Account, you understand and agree that:
1. ShoppAI may access, store, and make available any data, content, or materials ("SNS Content") you have provided to or stored in your Third-Party Account, subject to your permissions and privacy settings;
2. ShoppAI may submit or retrieve additional information from your Third-Party Account as needed to provide or improve the Services.
Unless otherwise stated, all SNS Content accessible through your linked accounts will be treated as User Generated Content under these Terms.
If your linked Third-Party Account becomes unavailable or ShoppAIâs access is revoked, some or all SNS Content may become inaccessible via the Services. You may disable these connections at any time in your account settings.
PLEASE NOTE: Your relationship with each third-party provider is governed solely by your agreement(s) with them. ShoppAI does not review or monitor SNS Content for accuracy, legality, or non-infringement, and accepts no responsibility for the same.
Optional Third-Party Tools
The Services may also provide access to optional third-party software, platforms, or tools (âThird-Party Toolsâ) that are integrated but not developed, owned, or operated by ShoppAI. You acknowledge and agree that:
đ ShoppAI provides these tools on an âas-isâ and âas-availableâ basis;
đ ShoppAI makes no warranties, representations, or endorsements related to such tools;
đ ShoppAI shall not be liable for any issues or losses arising from your use of Third-Party Tools.
Your use of any Third-Party Tools is entirely at your own discretion and risk. It is your responsibility to review and understand the terms, conditions, and privacy policies provided by the third-party provider of each tool.
For support or questions about integrations, please contact us at https://app.shopp.ai/support or email [email protected].
13. Optional ShoppAI-Provided Tools
We may provide you with access to ShoppAI tools and the ShoppAI Developer Program (collectively, the âShoppAI Dev Programâ), including application programming interfaces (APIs), SDKs, and other developer resources, to allow you to build upon and further enhance the Services as described in these Terms of Service.
Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable, and non-sublicensable right to access and use the ShoppAI Dev Program solely for the purpose of creating software modules, templates, connected services, and/or other features or integrations (collectively, the âIntegration Productsâ) that allow your software, applications, websites, or products (collectively, your âApplicationâ) to integrate with the ShoppAI platform (the âPermitted Usesâ).
We reserve the right to set and modify usage limits, permissions, or restrictions at our sole discretion, including changes to the Permitted Uses, which may be reflected by updated Terms of Service or documentation.
You agree that you will not:
1. Decompile, decipher, disassemble, reverse engineer, or otherwise attempt to derive the source code of the ShoppAI Dev Program or the Services;
2. Upload any data or materials that are unlawful, harmful, harassing, defamatory, obscene, invasive of privacy, or otherwise objectionable;
3. Infringe the intellectual property or proprietary rights of any third party;
4. Interfere with or disrupt ShoppAIâs software, servers, or hosting environments, or violate related policies or technical guidelines;
5. Engage in deceptive, unethical, misleading, or illegal practices that may be detrimental to ShoppAI, its customers, or the public;
6. Cache, store, or retain ShoppAI data for longer than reasonably required for integration delivery or performance;
7. Aggregate ShoppAI data in a way that would mislead users regarding the source of such content;
8. Remove, obscure, or alter any ShoppAI copyright, trademark, or proprietary notices.
You also agree to:
đ Comply with all applicable data protection, privacy, export, and import regulations;
đ Maintain and publicly display a clear and accurate privacy policy within your Application that explains what user data you collect and how it is stored, processed, and shared;
đ Obtain explicit user consent before accessing their ShoppAI Account or associated data;
đ Only access data in accordance with your users' permissions, your privacy policy, and applicable law.
Ownership and License
You retain ownership of your Applications and Integration Products. However, by using the ShoppAI Dev Program, you grant ShoppAI a perpetual, worldwide, irrevocable, sublicensable, non-exclusive, royalty-free license to use, copy, modify, and distribute your Integration Products and Applications for the purposes of platform functionality, review, and compatibility.
You do not gain any ownership rights to the ShoppAI Dev Program, platform data, or content.
Platform Rights and Limitations
ShoppAI reserves the right, at any time and without notice, to:
1. Modify, suspend, or discontinue access to the ShoppAI Dev Program;
2. Introduce new tools or services, or change the pricing of the Dev Program;
3. Accept, reject, remove, or suspend your Integration Products or Applications for any reason;
4. Determine whether your Integration Products are publicly accessible or private, per our Integration Review Policy (outlined at https://help.shopp.ai/ or a future equivalent URL);
5. Independently build products or features that may compete with your Applications or Integrations.
We may monitor or audit your use of the ShoppAI Dev Program to ensure compliance. You agree to cooperate by providing any necessary technical, data, or security information related to your integrations.
No Warranties or Liability
The ShoppAI Dev Program is provided âas-isâ and âas-available,â without warranties of any kind. ShoppAI makes no representations or guarantees regarding availability, reliability, performance, or support. You assume full responsibility for your use of the tools and any risks associated with integrations.
Confidentiality
You agree to maintain the confidentiality of any non-public information provided to you by ShoppAI in relation to the Dev Program. You must not disclose or use such confidential information for any purpose other than integration development and platform compliance.
For support or inquiries about developer access or integration guidelines, please contact us at https://app.shopp.ai/support or email [email protected].
14. Ownership and Intellectual Property Rights
All text, graphics, editorial content, data, formatting, charts, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, trademarks, logos, typefaces, and other content you access through the Services (collectively, âProprietary Materialâ) is the property of ShoppAI, excluding User Generated Content, which you hereby grant ShoppAI a non-exclusive license to use as part of the platform. This Proprietary Material is protected in all forms, media, and technologies, now known or later developed.
ShoppAI owns all rights in and to the Proprietary Material and the coordination, selection, organization, and enhancement of such materials as a Collective Work under the U.S. Copyright Act. The Proprietary Material is protected by domestic and international copyright, trademark, patent, and other proprietary and intellectual property laws.
You may not copy, download, reproduce, republish, modify, redistribute, or transmit any content from the Services without ShoppAIâs express prior written consent, and if applicable, the permission of the owner of any related User Generated Content.
Any use of Proprietary Material outside the scope permitted by this Agreement is strictly prohibited without prior written authorization from ShoppAI and/or the content owner.
Trademarks and Service Marks
All trademarks, logos, and service marks displayed on the Services, including ShoppAI and the ShoppAI logo, are the property of ShoppAI. Any other marks or logos that may appear are the property of their respective owners. You may not use or reproduce any trademarks or logos without express, written permission from the rightful owner.
Feedback and Submissions
You may choose to submit or we may invite you to provide comments, suggestions, ideas, or feedback related to the Services (âFeedbackâ). By submitting Feedback, you agree that:
đ Your disclosure is voluntary, unsolicited, and made without obligation;
đ ShoppAI may use the Feedback without compensation to you, and
đ ShoppAI is free to use similar feedback already known to it, developed independently, or obtained from other sources.
All email or written submissions become the sole and exclusive property of ShoppAI upon receipt.
License to Use the Services
Subject to these Terms of Service, ShoppAI grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services. This license does not include resale or commercial exploitation of the Services or content beyond what is expressly permitted.ShoppAI may terminate or restrict this license at any time for any reason, with or without notice.
The Services and all content provided or transmitted through themâincluding software, source code, images, text, graphics, logos, videos, trademarks, patents, reports, and other proprietary elements (collectively, the âShoppAI Contentâ)âand all related Intellectual Property Rights are the exclusive property of ShoppAI, or, where applicable, its licensors.
Except as expressly permitted by these Terms, nothing shall be construed as granting you a license or right to use any of ShoppAIâs Intellectual Property. You agree not to:
đ Modify, adapt, license, sublicense, sell, distribute, or create derivative works from the ShoppAI Content;
đ Publicly perform, display, or transmit any material from the Services without express permission;
đ Use any portion of the Services or ShoppAI Content for purposes not explicitly authorized in this Agreement.
Definition of Intellectual Property Rights
âIntellectual Property Rightsâ means any registered or unregistered rights related to patents, copyrights, trade secrets, trademarks, moral rights, service marks, industrial designs, software, technical data, source code, user interfaces, âlook and feelâ elements, databases, domain names, product ideas, marketing plans, or any similar property or proprietary data or materials, including all applications, renewals, and extensions thereof, under the laws of any jurisdiction.
Compliance with Guidelines
Your use of the Services and the license granted hereunder is conditioned on your full compliance with all applicable guidelines, developer documentation, and any end user license agreements. ShoppAI reserves the right to revise such guidelines at its sole discretion and to terminate your account if you fail to adhere to them.
For questions related to intellectual property usage or licensing, please contact us at https://app.shopp.ai/support or email [email protected].
15. Copyright Complaints and Copyright Agent
ShoppAI respects the intellectual property rights of others and expects all users of the Services to do the same. If you believe, in good faith, that any content made available on or through the Services infringes your copyright or other intellectual property rights, please submit a written notice to ShoppAIâs Copyright Agent at:
Shopp.AI, LLC
Attn: Copyright Agent at ShoppAI
Email: [email protected]
Your notice must include the following information:
1. A detailed description of the copyrighted work that you believe has been infringed, including the specific URL or location on the Services where the allegedly infringing material appears. Please provide enough information for ShoppAI to locate the material.
2. The location of the original work or an authorized versionâfor example, the URL where it is published or the name of the book, article, or other source in which it appears.
3. Your contact information, including your full name, mailing address, telephone number, and email address.
4. A statement by you affirming that you have a good faith belief that the use of the material in question is not authorized by the copyright owner, its agent, or applicable law.
5. A statement made under penalty of perjury that the information you provide is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.
6. Your physical or electronic signature as the copyright holder or authorized agent.
Once received, ShoppAI will review your notice and take appropriate action under the Digital Millennium Copyright Act (DMCA) or other applicable laws. Please be aware that knowingly misrepresenting that content is infringing may subject you to liability.
For additional questions, you may contact us through https://app.shopp.ai/support or email [email protected].
16. Confidential Information
You acknowledge that Confidential Information (as defined below) is a valuable, proprietary, and unique asset of ShoppAI, and you agree not to disclose, transfer, or use (nor attempt to induce others to disclose, transfer, or use) any Confidential Information for any purpose other than to use the Services in accordance with these Terms of Service.
If necessary, you may share Confidential Information with your authorized employees or agents, provided that they are also bound by written obligations of confidentiality no less protective than those outlined here. You agree to promptly notify ShoppAI in writing of any actual or suspected unauthorized use, transfer, or disclosure of Confidential Information.
You shall use your best efforts to safeguard and protect Confidential Information against any unauthorized access, misuse, or disclosure. Upon termination of this Agreement for any reason, you agree to return or securely destroy all originals and copies of any materials containing or derived from Confidential Information belonging to ShoppAI.
Definition of Confidential Information
âConfidential Informationâ means any and all non-public, proprietary, or confidential information and data of ShoppAI, whether disclosed orally, visually, electronically, or in writing, and whether labeled as confidential or not. This includes, but is not limited to:
đ Trade secrets and intellectual property
đ Technical data, research, and product plans
đ Services, features, software, and technologies
đ Customer lists and user data
đ Business models and financial information
đ Marketing strategies and operational insights
đ Inventions, processes, formulas, drawings, designs, and know-how
đ Information about ShoppAIâs team members, partners, infrastructure, or future roadmap
Confidential Information also includes any information that a reasonable person would understand to be confidential due to its nature or the circumstances of disclosure.
This obligation shall survive the termination of your use of the Services and the end of your relationship with ShoppAI.
For any inquiries related to confidentiality or data protection, you may contact us at https://app.shopp.ai/support or email [email protected].
17. Disclaimer of Warranties
THE SERVICES ARE PROVIDED BY SHOPPAI, LLC ON AN âAS ISâ AND âAS AVAILABLEâ BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THIS INCLUDES, BUT IS NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
SHOPPAI MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, TIMELINESS, SECURITY, ACCURACY, OR COMPLETENESS OF THE SERVICES, ANY CONTENT TRANSMITTED THROUGH THE SERVICES, OR ANY THIRD-PARTY CONTENT LINKED TO OR FROM THE SERVICES.
SHOPPAI DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR:
1. BUGS, ERRORS, MISTAKES, OR INACCURACIES IN THE CONTENT OR DATA;
2. PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM YOUR ACCESS TO OR USE OF THE SERVICES;
3. UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL, BUSINESS, OR FINANCIAL INFORMATION STORED THEREIN; OR
4. EVENTS BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES, NATURAL DISASTERS, INTERNET DOWNTIME, OR THIRD-PARTY SERVICE INTERRUPTIONS.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED UNDER FLORIDA LAW, UNDER NO CIRCUMSTANCES SHALL SHOPPAI, LLC, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR:
đ LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL,
đ SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE,
đ FAILURE TO STORE OR LOSS OF ANY INFORMATION OR CONTENT,
đ OR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES,
EVEN IF SHOPPAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Cap on Liability
IF, DESPITE THE ABOVE DISCLAIMERS, SHOPPAI IS FOUND LIABLE FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, THEN THE MAXIMUM AGGREGATE LIABILITY OF SHOPP.AI, LLC (WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) SHALL NOT EXCEED THE LESSER OF:
đ THE TOTAL AMOUNT OF FEES PAID BY YOU TO SHOPPAI IN THE ONE (1) MONTH PRIOR TO THE DATE THE CLAIM AROSE, OR
đ ONE HUNDRED U.S. DOLLARS (USD $100).
Jurisdiction-Specific Disclosures
Because some jurisdictions, including certain counties within Florida, may not allow the exclusion or limitation of liability for consequential or incidental damages, some of the above limitations may not apply to you. In such cases, the liability of ShoppAI shall be limited to the maximum extent permitted by Florida law.
For any questions or claims regarding this disclaimer or your legal rights, please contact us at:
ShoppAI, LLC
Legal Department
Email: [email protected]
Support: https://app.shopp.ai/support
18. Indemnification
You agree to indemnify, defend, and hold harmless ShoppAI, LLC, its officers, directors, employees, agents, attorneys, insurers, contractors, successors, and assigns (collectively, the âIndemnified Partiesâ) from and against any and all claims, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneysâ fees and court costs) arising out of or relating to:
1. Your use or inability to use the Services;
2. Your breach or violation of these Terms of Service or any other agreement with ShoppAI;
3. Your violation of any applicable local, state (Florida), federal, or international law, regulation, or the rights of any third party (including, but not limited to, intellectual property rights or privacy rights);
4. Any content or materials you submit, upload, transmit, or otherwise provide through your account, including any claims that such content infringes the intellectual property or other rights of a third party or violates any applicable law;
5. Your use of any automated tools, including but not limited to software robots, bots, spiders, crawlers, or any data scraping, extraction, or collection methods that place an unreasonable load or burden on the infrastructure of ShoppAI or its Services.
ShoppAI reserves the right, at its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. In such event, you agree to fully cooperate with ShoppAI in the defense of such claim.
You may not settle any claim or matter subject to this indemnification clause without the prior written consent of ShoppAI.
If you have questions regarding this section, you may contact us at:
ShoppAI, LLC
Legal Department
Email: [email protected]
Support: https://app.shopp.ai/support
19. Dispute Resolution â Arbitration & Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY â IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND SHOPPAI MAY BRING CLAIMS AGAINST EACH OTHER. EXCEPT WHERE PROHIBITED BY LAW, THIS SECTION REQUIRES INDIVIDUAL, BINDING ARBITRATION AND WAIVES THE RIGHT TO A JURY TRIAL AND CLASS ACTION.
Initial Resolution Attempt
If any dispute or claim arises out of or relates to your use of the Services, you agree to first attempt to resolve the matter directly with ShoppAI by contacting us at https://app.shopp.ai/support. Both you and ShoppAI agree to negotiate in good faith for at least 30 days from the date notice is provided via certified mail or personal delivery. If the issue remains unresolved after 30 days, it will be considered a "Dispute" as defined below.
If you file an arbitration or legal claim without first attempting resolution through this informal process, you agree that you will not be entitled to recover attorneys' fees, even if you would otherwise have been entitled to them under applicable law.
Binding Arbitration (U.S. & Other Jurisdictions)
Except where prohibited by local law, you and ShoppAI agree that any dispute, claim, or controversy (collectively, âDisputesâ) arising out of or relating to this Agreement or your use of the Services will be settled through binding arbitration, not in court. This includes disputes based on contract, tort, statute, fraud, misrepresentation, or any other legal theory.
Both parties waive the right to a trial by jury, except where local consumer laws prohibit such waivers. However, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights (e.g., trademarks, copyrights, patents, or trade secrets).
You may also bring eligible claims in small claims court in Florida, provided the claim is filed on an individual basis only.
Class Action Waiver
To the fullest extent permitted by law, you and ShoppAI agree that:
đ All Disputes shall be resolved individually, and not as a plaintiff or class member in any class, consolidated, or representative action.
đ Unless agreed in writing, no arbitrator shall consolidate more than one personâs claims or preside over any form of class proceeding.
This means no class actions, mass arbitrations, or representative actions are permitted under this Agreement.
Arbitration Rules and Administration
Arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes (the âAAA Rulesâ), as modified by this section. You may access these rules at www.adr.org or by calling the AAA at 1-800-778-7879.
Arbitration Process
A party wishing to initiate arbitration must submit a written Demand for Arbitration as defined in the AAA Rules. The arbitrator will be a licensed attorney or retired judge based in Florida, selected from the AAAâs panel. If the parties cannot agree on an arbitrator within 7 days, the AAA will appoint one.
Location & Procedure
Unless otherwise agreed, arbitration will be conducted in Miami, Florida, USA. If your claim is for $10,000 or less, arbitration will be conducted based on submitted documents unless a hearing is requested and the arbitrator agrees it is necessary. For claims exceeding $10,000, hearings may be conducted in person, via phone, or via video conference, at the discretion of the arbitrator and subject to the AAA Rules.The arbitrator may allow limited information exchange consistent with the expedited nature of arbitration.
The arbitrator may allow limited information exchange consistent with the expedited nature of arbitration.
Governing Law & Arbitratorâs Authority
The arbitrator will apply Florida law and applicable U.S. federal law, including the Federal Arbitration Act, unless another jurisdictionâs law is required by law. The arbitrator shall:
đ Honor recognized legal privileges;
đ Render a decision within the time required under AAA Rules;
đ Issue an award consistent with the âDisclaimer of Warrantiesâ section of these Terms;
đ Award declaratory or injunctive relief only as necessary to resolve the claimantâs individual dispute.
Judgment on the award may be entered in any court with appropriate jurisdiction.
Fees and Costs
Responsibility for paying arbitration filing, administrative, and arbitrator fees will be as outlined in the AAA Rules, unless otherwise determined by the arbitrator based on circumstances. ShoppAI may cover certain arbitration costs if required under applicable law or consumer arbitration standards.
If you have any questions regarding this section, please contact us at:
Shopp.AI, LLC
Legal Department
Email: [email protected]
Support: https://app.shopp.ai/support
20. Governing Law
Except as provided in Section 19 (Dispute Resolution) or expressly stated otherwise in writing, this Agreement and your use of the Services shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law principles.This provision is intended solely to specify that Florida law shall govern the interpretation of these Terms of Service and any disputes arising out of or relating to your relationship with ShoppAI, LLC.
If you reside outside the United States and local law prohibits the application of Florida law for consumer contracts, then the mandatory provisions of the law of your country of residence may apply instead, to the extent required by law.
For legal inquiries or correspondence, please contact:
ShoppAI, LLC
Legal Department
Email: [email protected]
Support: https://app.shopp.ai/support
21. No Agency; No Employment
Nothing in this Agreement shall be construed to create any agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship between you and Shopp.AI, LLC. You acknowledge and agree that your use of the Services does not establish any form of legal association, authority, or fiduciary duty between you and ShoppAI, beyond the terms expressly stated in this Agreement.
This clause is intended to comply with applicable Florida and U.S. laws, and affirms that you are using the Services as an independent party and not as a representative or agent of ShoppAI.
For legal inquiries or correspondence, please contact:
ShoppAI, LLC
Legal Department
Email: [email protected]
Support: https://app.shopp.ai/support
22. General Provisions
The failure of ShoppAI, LLC to enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other rights under this Agreement. No waiver shall be valid unless made in writing and signed by an authorized representative of ShoppAI.
This Agreement, along with our Privacy Policy and any additional terms or policies referenced herein, constitutes the entire, final, and exclusive agreement between you and ShoppAI with respect to the subject matter herein, and supersedes all prior or contemporaneous agreements, understandings, negotiations, or communications, whether oral or written.
Each provision of this Agreement shall be interpreted, to the maximum extent possible, in a manner that renders it valid, enforceable, and in compliance with applicable law. Except for the Class Action Waiver in Section 19, if any provision of this Agreement is found by a court or arbitrator to be wholly or partially invalid, illegal, or unenforceable under applicable law:
1. That provision shall be modified or limited to the minimum extent necessary to make it valid, legal, and enforceable, or
2. If such modification is not possible, that provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.
You may not assign, transfer, or delegate this Agreement, or any of your rights or obligations hereunder, without the prior written consent of ShoppAI, LLC, and any such attempted assignment without consent shall be null and void.
ShoppAI may assign or transfer this Agreement without your prior consent, including but not limited to:
đ Assignments to any parent, subsidiary, or affiliate entity;
đ Transfers to a purchaser of all or substantially all assets of ShoppAI; or
đ Transfers to a successor in the event of a merger, consolidation, reorganization, or other corporate transaction.
This Agreement shall be binding upon and inure to the benefit of ShoppAI, LLC, its successors, and permitted assigns.
For all legal notices, questions, or support inquiries, you may contact:
ShoppAI, LLC
Legal Department
Email: [email protected]
Support: https://app.shopp.ai/support
23. Changes to this Agreement and the Services
ShoppAI, LLC reserves the right, at its sole and absolute discretion, to revise, modify, update, supplement, suspend, discontinue, or delete any part of this Agreement (including these Terms of Service and our Privacy Policy) at any time and for any reason, with or without prior notice.
We also reserve the right to review, improve, enhance, limit, suspend, or discontinue any aspect of the Services or the content, features, or functionality made available through the Servicesâtemporarily or permanentlyâwithout liability to you.
Where feasible, ShoppAI will endeavor to notify you of any material changes via email or through your account dashboard. However, we are not liable for any failure to do so.
If any future changes to these Terms are unacceptable to you, or if the changes cause you to no longer comply with this Agreement, you must immediately cease using the Services and terminate your account.
Your continued use of the Services after any such changes are made constitutes your full and irrevocable acceptance of the revised Terms, whether or not you have reviewed them.
ShoppAI may, at its discretion, impose limits or restrictions on certain features or restrict your access to part or all of the Services at any time, with or without notice, and shall not be liable for doing so.
For questions or legal inquiries related to updates or changes to this Agreement, please contact:
ShoppAI, LLC
Legal Department
Email: [email protected]
Support: https://app.shopp.ai/support
24. No Rights of Third Parties
This Agreement is entered into solely between you and Shopp.AI, LLC. Except as otherwise expressly provided in this Agreement, no provision is intended to confer any rights, remedies, or benefits upon any person or entity other than the parties to this Agreement.
Accordingly, no third party shall have the right to enforce any of the terms or provisions of this Agreement, whether under Florida law, the U.S. Contracts (Rights of Third Parties) principles, or any similar local, state, or federal statute or regulation.
For questions regarding your rights under these Terms, you may contact:
ShoppAI, LLC
Legal Department
Email: [email protected]
Support: https://app.shopp.ai/support
25. Notices and Consent to Receive Notices Electronically
By using the Services, you consent to receive all agreements, notices, disclosures, and other communications (collectively, âNoticesâ) electronically from ShoppAI, LLC, including without limitation via email or through notices posted within your account or on the ShoppAI website.
You agree that all electronic Notices provided by ShoppAI satisfy any legal requirement that such communications be in writing, including but not limited to requirements under Florida law and applicable U.S. federal regulations.
Unless otherwise specified in this Agreement, all formal notices or communications under this Agreement shall be in writing and shall be deemed duly given:
đ When received, if personally delivered or sent by certified or registered mail (return receipt requested);
đ When electronically confirmed, if transmitted via email or secure client portal; or
đ One business day after dispatch, if sent via a recognized overnight courier service to the last known address on file.
Official legal or administrative correspondence should be directed to:
For questions regarding your rights under these Terms, you may contact:
ShoppAI, LLC
Legal Department
Email: [email protected]
Support: https://app.shopp.ai/support
26. Contacting Us
If you have any questions about these Terms of Service or about the Services provided by ShoppAI, you may contact us at any time using the options below:
Support Portal: https://app.shopp.ai/support
Mailing Address:
ShoppAI, LLC
Legal Department
634 SW 9th ST, Hallandale Beach, FL 33009
United States of America
