Information About Shopper
We own and/or operate: https://shopline.com/shopperapp ("Website"); and such other websites and mobile applications through which we render Services to you from time to time (together with the Website, “SHOPPER”). In this Agreement, "we" or "us" refers to the applicable SHOPPER Contracting Party as defined in the section headed "SHOPPER Contracting Party", the operator of the software product SHOPPER. In these Terms and Conditions (the "Agreement"), “we”, “us” and the Software Product "SHOPPER" are collectively referred to as "SHOPPER".
Description Of Shopper Services
We offer to SHOPPER users, among other things, a full-featured product and marketing channel that allows them to build their online mobile store apps easily, giving their customers the sleek user experience and seamless in-app purchases they deserve ("Services"). Any new or additional Services we launch from time to time shall also be subject to the Agreement.
Before you may become a user of SHOPPER, you must read and accept all of the terms and conditions in, referenced or linked to, these Agreements including but not limited to the SHOPLINE Terms: https://www.shopline.com/terms (“SHOPLINE Terms”), SHOPPER Privacy Policy ("Privacy Policy"). As you read these Agreement, you should also access and read all of the linked information in its entirety. In particular the clauses that have a significant interest related to you, such as exemption or mitigation of liability (especially clauses that are bold and underlined to remind users), legal application and dispute resolution clauses, etc.
By using SHOPPER whether via the Website or any of the Services, you agree to be bound by the Agreement relating to, among others, your use of the information, software, products, and services contained in or made available on the SHOPPER. These Agreement govern any use of SHOPPER as a guest or as a fee-paying member. These Agreement may be updated and/or amended from time to time without notice. You will need to accept any updated Agreement to continue using SHOPPER. By accepting the Agreement, you agree that to be bound by these Agreement and the Privacy Policy will apply whenever you use the provided on SHOPPER. These Agreement apply to any of our domains and sub-domains.
IF YOU DO NOT AGREE TO THE AGREEMENT, PLEASE DO NOT PROCEED TO USE OR ACCESS SHOPPER OR THE SERVICES.
Contents
you understand, agree and accept that while you are using Shopper, Shopper as an online mobile store apps builder tool, does not initiate or direct any online transactions or information transmissions between you and your consumers. Therefore, you are solely responsible for your activities while you are using Shopper, and all of the messages, text, data, information, graphics, images, photographs, profiles, audio, video, items, links and any other content (Collectively "Content") that you transmit, post through or display on Shopper. Besides, you shall be solely responsible for post Contents or items which fall into an inappropriate category or areas on SHOPPER.
Prohibited Usage
While using SHOPPER, and any bulletin board services, chat areas, communities, and/or other communication facilities designed to enable you to communicate with other users or the public at large ("Communication Services") you will not:
violate any laws, third-party rights, or our Agreement such as the Agreement relating to Prohibited and Restricted Items;
use our sites or if you are not able to form legally binding contracts under the applicable laws, are under the age of 18, or are suspended from SHOPPER;
circumvent or manipulate Our fee structure, the billing process, or default on a payment to US;
post false, inaccurate, misleading and defamatory content or personal or private information about other users; distribute or post spam, chain letters or pyramid schemes;
transmit through SHOPPER any virus, worm or any other technology that could harm our interests or the interests or property of other SHOPPER users;
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as the right to privacy and publicity) of others;
restrict or inhibit any other user from using the SHOPPER service;
violate any code of conduct or other guidelines that may apply to any particular App building and App Posting service;
copy, modify and/or distribute content from the Site and its subdomains, including our copyrights and trademarks;
obtain or otherwise collect any data or information (which may be private or otherwise) about a user without the user's consent;
modify, adapt, alter, translate the Services, or create derivative works of the Services;
sublicense, rent, lease, loan, distribute or otherwise transfer the Services or Files to any third party;
reverse engineer, decompile, disassemble or otherwise derive or determine, or attempt to derive or determine, the source code (or underlying ideas, algorithms, structures or organization) of the Services, except as expressly permitted by applicable law (and only upon prior written notice to SHOPPER);
bypass, remove or disable any copy protection or security mechanism of the Services;
use or display the Services in any other manner that competes with SHOPPER;
remove any proprietary notices from the Services;
attempt to gain unauthorized access to or damage the integrity, performance or security of the Services or the data contained therein;
use or copy the Services or Files except as expressly permitted by these Agreement.
Your Online Store Apps
You will be the sole and ultimate owner and operator of your own online mobile store apps within the applicable App Stores. You will be responsible for the following:
Providing the necessary terms of use and privacy policy for your customers of your online mobile store apps;
Registering your own Developer Account and submitting all necessary app publication materials yourself for your online mobile store apps, as required by all applicable App Stores (e.g., Apple App Store, Google Play);
Fulfilling all applicable legal requirements in all jurisdictions and other requirements of the applicable App Stores, as well as managing all activities occurring through your online store apps.
Although we will make reasonable commercial efforts to assist you, we do not represent or warrant, either explicitly or implicitly, that your online store apps will always comply with all the requirements and conditions specified by each App Store or with all applicable laws.
Third-Party Links
You understand and consent that, while providing services for you, SHOPPER may from time to time direct you to third-party links or enable you to access materials belonging to or originating from third parties. These links or materials may occasionally lead you to websites outside of SHOPPER. Since we do not own or affiliate with these third-party links, we do not represent or warrant, either explicitly or implicitly, the safety, accuracy, effectiveness, or any other risks associated with the services or materials provided through these links.
WE ARE NOT RESPONSIBLE FOR ANY COSTS, DAMAGES, LIABILITIES, HARMS, RISKS OF INJURIES THAT CAUSED, OR ARISE OUT OF YOUR CONDUCT AND ACTIVITIES WHEN YOU ACCESS THESE LINKS OR MATERIALS.
If you choose to use third-party services, you also agree to be bound by the additional service-specific terms applicable to such services. Any use by you of third-party services offered or recommended through SHOPPER is entirely at your own risk and discretion, and it is your responsibility to carefully review the terms and conditions and privacy policies of any third-party services. We do not provide any warranties or make any representations with respect to third party services.
Free Trials
We may offer free trials of SHOPPER and the Services from time to time. Unless otherwise explicitly specified, the Agreement and Privacy Policy shall apply to such free trials.
Fees
From time to time, we may offer subscription plans, and the subscription/membership fees applicable to you and other applicable fees and charges (i.e. the Service Fees) relating to your use of any other products or offered by us on SHOPPER may vary from time to time (collectively the "Fees").
Subscription Fee is paid in advance and will be billed in monthly or (where applicable) annual intervals. App Success Fee are calculated, billed and paid at a flat rate based on an advance purchase (where applicable) at a monthly basis or certain deductible thresholds as deemed appropriate.
The Fees are exclusive of applicable sale, good and service taxes, fees or charges now in force or enacted in the future. All sums payable by you to us under the Agreement shall be free of any deductions or withholdings.
Payments
You may be required to keep a valid payment method on file with us to pay for all incurred and recurring Fees. Your subscription will automatically renew and you authorize us (without notice) to collect the then applicable Fees, using any valid payment source we have on record for you.Where applicable, we will serve you notice or invoice of the Fees by posting to your admin panel or sending to your email address or by other means authorized by you. By using the Services, you agree to pay the applicable Fees within the period as specified in relevant invoices.
Refunds
All Fees paid to us are non-refundable except as expressly set forth herein or otherwise indicated by us in writing. All late payments shall bear interest at the rate of one percent (1%) per month, calculated daily. We reserve the right to suspend part or all of the Services until all outstanding amounts and interests accrued thereon are paid in full.
Termination By SHOPPER
We will unilaterally terminate this Term and you will not be able to continue using the SHOPPER Services if:
you use the Services in violation of any applicable law or regulation or this Term;
you use the Services in an unauthorized, improper or fraudulent manner;
your use of the Services adversely affects SHOPPER's provision of the Services to others;
an order by a competent court or other governmental agency prohibits SHOPPER from providing the Services;
there is a denial-of-service attack or any other event that, in SHOPPER's sole discretion, may pose a risk to the Services or any other You if the Services are not suspended;
SHOPPER does not receive any payment under this Term before the expiration of the Services;
other circumstances that, in SHOPPER's sole discretion, require termination of this Term. SHOPPER shall not be liable for any damages, liabilities, or losses resulting from the suspension, limitation, or termination of the Customer's right to use the Services under this section.
Notwithstanding the foregoing, and without prejudice to any of its rights and remedies SHOPPER may have herein, SHOPPER may suspend or terminate your SHOPPER account if we suspect that you have engaged in fraudulent or improper activities.
Termination By You
You may terminate your SHOPPER Account at any time by sending a cancellation request to support@shopline.com. SHOPPER may terminate the Agreement and your SHOPPER Account without any reason with reasonable prior notice. Termination shall be without prejudice to any rights or obligations, which arose prior to the date of termination.
Effect of Termination
Upon termination of the Services by either party:
we will cease providing the Services to you and you will no longer be able to access or use the SHOPPER Services;
you will not be entitled to any refund of any fees, prorated or otherwise; and any outstanding balance owed to us for your use of the Services before the effective date of termination will become immediately due and payable in full.
SHOPPER Property
SHOPER and any of ideas, websites, designs, processes, code, technology, software, copyrights, logos, domain names, patents, trade secrets, trademarks, products and materials in connection with SHOPPER and the Services (“SHOPPER Property") are owned by us, our affiliated companies or licensors, as the case may be. Nothing contained hereunder shall be deemed to grant you any rights to the intellectual property rights contained in the SHOPER Property unless we expressly in writing otherwise.
SHOPPER Content
Subject to your complete payment of all amounts due to SHOPPER, if SHOPPER makes audio, visual, audio-visual, textual, and/or interactive works or materials available to you or your end users in any form as part of the Services (individually and collectively, "SHOPPER Content"), SHOPPER grants you, solely in connection with your use of the Services a non-exclusive, non-transferable, non-sublicensable, revocable, geographically-wide, limited license to use the SHOPPER Content. You agree not to use, reproduce, delete, post, distribute, perform, or display any SHOPPER Content or any portion thereof in any other context, on the Site, or in connection with any other service. Except for the license granted in this section, this is a service agreement and you are not granted any license under this Agreement.
User Content
SHOPPER acknowledges and agrees that you are the exclusive owner of all creative content provided to SHOPPER by or on behalf of you under this Agreement ("User Content"); provided, however, that you hereby grant SHOPPER a non-exclusive and royalty-free right and license to use the User Content and the intellectual property rights associated with the User Content in connection with Our performance of the Services.
Feedback
You are welcome to provide any ideas and suggestions regarding improvement to the Services. In no event shall the provision of such feedback be subject to any obligation of confidentiality or expectation of compensation. By submitting any feedback to us (whether directly or indirectly), you waive any and all rights in it and acknowledge that we will be free to implement or modify it if desired.
Privacy Protection and Data Sharing
Protecting your privacy is very important to us. Please review our Privacy Policy, which explains how we treat your personal information and protect your privacy. You must read, agree with and accept all of the terms and conditions contained in the Privacy Policy before you may become a member of SHOPPER. Except as provided in our Privacy Policy, we will not sell, transfer, use or disclose your personal information (as defined in the Privacy Policy) to third parties without your express consent.
Certain Services made available via SHOPPER may be delivered by third parties. By using any product, service or functionality originating from SHOPPER, you acknowledge and consent that we may share such information and data with any third party with whom we have a contractual relationship to provide the requested product, service or functionality to you.
Third-Party Data
By using SHOPPER and the Services, you may obtain personal information, including email address and transaction information, from other individuals (Collectively “Third-Parties’ Data” ). Without obtaining prior consent from such other individuals, these Third-Parties’ Data shall only be used for that transaction or communications in relation to that transaction for your end user. You acknowledge that you undertake to ensure that the processing of third-Party Data under your control which is necessary for the use of the Services does not infringe the rights and legitimate interests of the data subjects or other third parties. In this regard, you shall bear all risks associated therewith; we are not granting you permission to use such information for any other purpose, including without limitation, unsolicited commercial messages or direct or indirect marketing.
In providing the Services, SHOPPER acts only on behalf of you as Personal Data Processor and processes and stores Third-Party Data (if any) under your control only in connection with the provision of the Services. In that case, You will provide to SHOPPER, and we will integrate, analyze, and utilize data from third parties who have consented to receive content from you or otherwise interact with you electronically. You represent and warrant to SHOPPER that you have obtained the consent of each Third Party to allow SHOPPER to collect, process, and use their Data and to process their Data with them in the manner outlined and within the scope of this Agreement.
Disclaimer
Your use of SHOPPER and the services will be at your own risk and are provided “as is”, “as available” and “with all faults”. we and/or our suppliers and affiliates disclaim all warranties, conditions, and representations, whether statutory, express, or implied, including, without limitation, any implied warranties, conditions, and representations of title, merchantability, fitness for a particular purpose, and non-infringement.
YOU EXPRESSLY ACKNOWLEDGE THAT SHOPPER IS A PLATFORM FOR USERS TO DESIGN AND MANAGE ONLINE STORES, INCLUDING STORE LAYOUT, PRODUCT DISPLAY, PAYMENT INTEGRATION, CUSTOMER MANAGEMENT, AND MORE. WE ARE NOT INVOLVED IN THE ACTUAL TRANSACTION BETWEEN A BUYER AND A SELLER. WE DO NOT TRANSFER OR GUARANTEE THE TRANSFER OF LEGAL OWNERSHIP OF ITEMS FROM THE SELLER TO THE BUYER. WE CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO SHOPPER AND THE SERVICES, AND OPERATION OF SHOPPER MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. WE AND/OR OUR SUPPLIERS AND AFFILIATES MAY MAKE IMPROVEMENTS AND/OR CHANGES IN SHOPPER AT ANY TIME. INFORMATION AND OPINIONS RECEIVED VIA SHOPPER SHOULD NOT BE RELIED UPON FOR LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. WE MAY PROVIDE SERVICES FOR PUBLISHING YOUR ONLINE MOBILE STORE APPS TO A THIRD-PARTY APP STORES ON THE BASIS THAT YOU HAVE AGREED TO THAT PARTICULAR THIRD-PARTY APP STORES’ TERMS AND CONDITIONS AND PRIVACY POLICIES. WE CANNOT GUARANTEE AVAILABILITY, CONTINUOUS OR SECURED ACCESS, RELIABILITY AND ACCURACY OF THESE THIRD-PARTY APP STORES AND WE MAKE NO GUARANTEES REGARDING TO THE AVAILABILITY, RELIABILITY AND ACCURACY OF YOUR ONLINE MOBILE STORE APPS ON THESE APP STORES. YOU ARE SOLELY RESPONSIBLE TO OBSERVE AND ADHERE TO THE RULES OF THE PARTICULAR THIRD-PARTY APP STORES.
Limitation of Liability
Our liability to you in aggregate for any loss or damage is limited to damages of an amount equal to the Fees received by us from you during the six months before the month in which the liability arose. For the avoidance of doubt, "our liability" includes that of any member in our group and our and their respective employees, directors, officers, agents, suppliers and subcontractors; "you" includes any other party claiming through you; "loss or damage" includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with use of SHOPPER and the Services, whether under the Agreement or other agreement or as a result of any misrepresentation, misstatement or tortious act or omission, including negligence. This section does not affect claims relating to death or personal injury caused by negligence and does not limit or exclude any liability for fraudulent misrepresentation.
You expressly acknowledge and agree that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use SHOPPER and the Services.
Indemnification
You hereby agree to indemnify and hold us and any member of our group, and our and their respective employees, directors, officers, agents, suppliers and subcontractors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Agreement or the documents it incorporates by reference, or your violation of any law or any rights of a third-party.
You further warrants and represents that you will not hold us (and any member of our group, and our and their respective employees, directors, officers, agents, suppliers and subcontractors) responsible for other loss, injury, claim, liability, or damage (the "loss") related to your use of any linked website, including, without limitation, if this loss related to users' content, actions or in-actions or their statements and representations made through SHOPPER's instant messaging service or posted on SHOPPER.
This section headed “Disclaimer , Limitation of Liability and Indemnification” shall apply to the fullest extent permitted by law and will survive any termination or expiration of the Agreement.
SHOPPER Contracting Party
The "SHOPPER Contracting Party" is the party with which you are entering into the Agreement. Your SHOPPER Contracting Party, and the governing law of the Agreement and dispute resolution method for the performance of the Agreement shall be determined based on your billing region as set out under the SHOPLINE Terms.
Transfer
You may not assign any of your rights under this Agreement to anyone else. We may assign our rights to an Associate, any other individual or entity, as we determine.
Notice
SHOPPER shall send notifications and maintain contact with you via the email address or phone number provided by you, or by any other means by which you can be contacted. You are obligated to provide us with true and valid contact information (including but not limited to a contact phone number, contact address, and email address), and SHOPPER has the right to send notices to You by any one or more of the foregoing contact methods. After SHOPPER sends you information by e-mail or system message, it shall be deemed to have been successfully delivered upon successful delivery. Notices sent in paper form shall be deemed successfully delivered on the fifth (5th) day after SHOPPER mails them to the address provided by you.
Change of Agreement
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Agreements of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Agreements of Service constitutes acceptance of those changes.
Entire Agreement
Unless otherwise specified, these Agreement constitute the complete and exclusive statement of the mutual understanding between you and us with respect to SHOPPER and the Services and it supersedes all prior communications and proposals, whether electronic, oral or written, between you and us with respect to SHOPPER and the Services, except as otherwise provided in these Agreement.
Severability
If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Relation Between the Parties
Nothing in this Agreement shall be construed as creating a joint venture or partnership between the parties or as conferring upon either party the power to enter into any agreement as agent for or on behalf of the other party. Our performance of this Agreement is governed by existing laws and legal procedures. Nothing in this Agreement shall affect or prohibit our compliance with or response to requests from governmental, court, and law enforcement authorities.
