Terms and Conditions

Last Updated: 10 JULY 2024

These terms of use (“Agreement”) are between SHOPERA, a company registered in the USA with company number [Company Number] and registered address 2509 152nd Ave NE, Redmond, WA 98052 (“Shopera.ai”, “we” or “our”) and you, and govern your use of the Shopera.ai Platform and access to the Services.

Defined Terms

In this Agreement, the defined terms listed below shall have the following meanings:

Additional Subscription Period(s): The time period(s) for which you continue to subscribe for Services after your Minimum Term has expired, and which shall have the same duration as your Minimum Term.
Affiliates: Any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
Company Website: A website that promotes your services and may be licensed to you by Shopera.ai as part of the Paid For Services.
Data Protection Laws: All applicable laws and regulations governing the use or processing of personal data, including [Relevant Data Protection Laws].
Domain Name: Any domain name that may be offered to you as part of the Services.
Intellectual Property Rights: Patents, rights to inventions, copyright and related rights, moral rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of such rights.
Leads: Any third-party who contacts you as a result of the Services by any channel, including, without limitation, telephone calls, SMS, emails, and booking requests on the Company Website, irrespective of whether such inquiries result in purchases.
Minimum Term: The minimum length of time that you have agreed to purchase the Services as set out in the Order Summary.
Subscription Period(s): After your Minimum Term has finished, unless otherwise notified to you in your Order Form, your Services will be provided on a monthly basis from the day after the Minimum Term finishes.
Order Summary: The Order Summary that was emailed to you which explains the package you have subscribed for, the price, the Start Date, and the Minimum Term.
Other Digital Accounts: Any third-party accounts that may be managed by Shopera.ai as part of any Services, including (but not limited to) Google My Business, Facebook for Business, Bing, Google AdWords, Facebook advertising, and Bing Ads.
Services: Any services which are provided to you by Shopera.ai as set out in your Order Summary, which may include, without limitation, the building and hosting of your Company Website, provision of content on the Company Website, the Domain Name, and any content created by Shopera.ai for Other Digital Accounts.
Referral Credit: Any credit that may be applied to your account for recommending third-parties who use the Services.
Service Provider: A third-party business that is promoting its products or services, or who provides bundled services such as tax consultation, on or as part of the Shopera.ai Platform and Services.
Setup Fee: The one-time fee paid by new customers for Shopera.ai to build a website.
Start Date: The date at which your Services start, which shall be the date specified on the Order Summary.
Shopera.ai Platform: The technology platform owned by Shopera.ai and its licensors that provides all Shopera.ai-managed websites and applications, including, if applicable, your Company Website, and enables the management of such websites.
User Data: Personal data that is collected on the Shopera.ai Platform from end users.

1. SERVICES

Shopera.ai agrees to provide you with access to any Services, as set out in the Order Summary, subject to the terms of this Agreement.
You agree to pay for the Services from the Start Date for the Minimum Term at the rate set out in the Order Summary. The Services provided are customized to meet your requirements, and Shopera.ai will not provide any refunds unless the Services are not provided in accordance with this Agreement.
At the end of the Minimum Term, any Services that you pay for will automatically renew for Additional Subscription Periods until you provide notice to terminate in accordance with clause 1.4.
You can cancel or downgrade any Services at the end of the Minimum Term or any then current Additional Subscription Period before such period is due to expire. You are not entitled to cancel or downgrade any Services before the end of the Minimum Term or any then-current Additional Subscription Period due to a change in your circumstances.
You are able to add additional Services or upgrade at any time through your Shopera.ai Business Hub. Please contact [Contact Information] for more information. If you would like to transfer an existing domain name to Shopera.ai, then this can be managed as an additional service, subject to payment of a fee.
We may adjust the price of the Services at any time after the expiry of your Minimum Term on 1 month’s written notice.
If you qualify for a Referral Credit, you will be notified of the details of your credit by email, and this will be applied to your next Subscription Period. If you cancel the Services before the Referral Credit has been applied, then the Referral Credit shall automatically expire.
All payments are processed by third-party payment processors. We do not hold any credit or debit card details. You agree to provide our third-party payment processors with valid credit or debit card details and authorize them to store your information in accordance with their privacy policies and bill you according to the payment terms set out in your Order Summary and thereafter at the start of each Subscription Period or for other Services that you may purchase from Shopera.ai.
If you fail to pay any charges when they fall due or request to cancel your account before the expiry of your Minimum Term, then the total amount payable for the full duration of the Minimum Term will become immediately payable, and we may suspend the provision of any Services until such monies are received. Interest will be charged on overdue payments at an annual rate equal to 8% over the Bank of England’s prevailing base rate.
All prices quoted are exclusive of any sales taxes.
Shopera.ai may alter the Services from time to time. If such changes materially reduce their functionality, Shopera.ai will notify you by email and you may provide notice within 30 days of the notification to cancel the Services with immediate effect, even if you are still within the Minimum Term.
The Start Date for the Services is the date you placed your order, and you will be liable to pay for any Services as set out in your Order Form from the Start Date, whether or not you have provided Shopera.ai with all the required information to set up the Services.
Invoices will be stored electronically on [Website]. You can view and download these at any time from your Business Hub, or we can email you invoices on request.
If you have signed up for a promotional offer (as stated on your Order Summary), then this shall be subject to any payment terms and restrictions as stated on your Order Summary. Shopera.ai reserves the right to limit Promotional Offers to any businesses or categories of business at its discretion and to withdraw any promotional offers without notice.
Shopera.ai cannot guarantee that the Domain Name that you would like to purchase will be available through Shopera.ai. If you have secured a Domain Name from Shopera.ai, then you must ensure that you pay any renewal fees to Shopera.ai promptly to avoid losing the Domain Name.
Shopera.ai offers a 30-day Money Back Guarantee for new customers. The 30-day period commences on the date you pay the Setup Fee, regardless of when you submit your information to enable us to build your website.

2. LICENSE

You grant Shopera.ai and our affiliates a non-exclusive, worldwide, perpetual, transferable, and sub-licensable right to use, copy, modify, distribute, publish, and process any content:

You upload to the Shopera.ai Platform; or
That you have uploaded to other websites, such as Facebook, Google My Business, and Yelp (and you hereby provide your consent to Shopera.ai utilizing your content from such websites for the sole purpose of providing the Services); and
Relating to your business on the Shopera.ai Platform.

If you are paying for Services, you also grant Shopera.ai a license to manage your Other Digital Accounts for the purposes of promoting your business and to act as an agent on your behalf in binding you to the terms and conditions of your Other Digital Accounts. Such license and agency relationship will continue after termination of this Agreement until you have assumed ownership of such accounts or they have been deleted by Shopera.ai pursuant to clause 9.6. You confirm that you will comply with the terms of use of all Other Digital Accounts that we set up on your behalf and manage for you as part of the Services. You acknowledge that, where we manage your Other Digital Accounts, the content published on such platforms is managed by third-parties and may be outside of the control of Shopera.ai.
If you are paying for Services, Shopera.ai may license you a Company Website and/or a Domain Name. Shopera.ai is the registrant of the Domain Name.
If you are paying for Services and you have signed up to listings management as part of the Services (as stated in your Order Summary), you confirm that your listings information (i) does not contain any viruses, spyware or other harmful code or materials, (ii) constitutes a "primary" source of the information, i.e., that you are the original source of the information or have the legal right to provide it to Shopera.ai, and (iii) that your listings information is accurate.
You are responsible for the legality, reliability, integrity, accuracy, and quality of any content provided by you, including any content that you instruct Shopera.ai to upload to your Other Digital Accounts and Company Website. Shopera.ai will not be liable for any inaccuracies or any consequences resulting from the use of such content. If you become aware of any inaccuracies, you must inform Shopera.ai immediately.
Shopera.ai does not guarantee any results from any search engine optimization (SEO) services that it provides and does not warrant that any SEO services will improve the ranking of any Company Website, increase the number of visitors to any Company Website or increase the number of Leads received by you.

3. INTELLECTUAL PROPERTY

All Intellectual Property Rights in the Shopera.ai Platform and any technology, software, materials, and content used by Shopera.ai in connection with the provision of the Services (excluding any of your content) shall be owned by Shopera.ai or its licensors.
Shopera.ai may, from time to time, develop, create, modify, or improve the Services or other technologies, software, materials, and content. You acknowledge and agree that all such Intellectual Property Rights shall be owned by Shopera.ai or its licensors.
You grant Shopera.ai and our Affiliates a non-exclusive, worldwide, perpetual, transferable, and sub-licensable right to use any feedback, comments, or suggestions you provide for any purpose without any obligation to you.

4. CONFIDENTIALITY

Each party shall treat as confidential all information obtained from the other party and shall not divulge such information to any person (except to its own employees, agents, or sub-contractors who need to know the same) without the prior written consent of the other party.
The provisions of clause 4.1 shall not apply to any information that is:

in or enters the public domain other than by breach of this Agreement;
obtained from a third-party who is lawfully authorized to disclose such information; or
required to be disclosed by law or regulation.

Each party shall ensure that its employees, agents, and sub-contractors comply with the provisions of this clause 4.

5. DATA PROTECTION

Each party shall comply with its respective obligations under applicable Data Protection Laws.
Shopera.ai shall process personal data collected from you or on your behalf in accordance with its privacy policy, which is available on the Shopera.ai website.
You shall obtain and maintain all necessary consents required to enable Shopera.ai to provide the Services and to process personal data for the purposes of this Agreement.
If Shopera.ai processes any personal data on your behalf, it shall do so only as required to provide the Services and in accordance with your instructions.

6. WARRANTIES AND DISCLAIMERS

Shopera.ai warrants that the Services will be provided with reasonable skill and care.
Except as expressly provided in this Agreement, Shopera.ai disclaims all other warranties, conditions, or representations, express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

7. LIMITATION OF LIABILITY

Neither party shall be liable to the other for any indirect, consequential, incidental, special, or punitive damages, including, without limitation, loss of profits, data, or use, arising out of or in connection with this Agreement.
Shopera.ai's total liability to you for any claim arising out of or in connection with this Agreement shall not exceed the amount paid by you to Shopera.ai in the 12 months preceding the event giving rise to the claim.

8. INDEMNIFICATION

You agree to indemnify and hold Shopera.ai, its affiliates, and their respective officers, directors, employees, and agents harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in connection with:

Your use of the Services;
Your breach of this Agreement;
Any content you provide;
Your violation of any rights of another party; and
Your violation of any applicable laws, rules, or regulations.

9. TERMINATION

Either party may terminate this Agreement for any reason by providing 30 days' written notice to the other party, effective at the end of the Minimum Term or any then-current Additional Subscription Period.
Either party may terminate this Agreement immediately by providing written notice to the other party if the other party:

Materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice of the breach; or
Becomes insolvent, files for bankruptcy, or has a receiver appointed over its assets.

Shopera.ai may suspend or terminate the Services immediately if you fail to pay any fees when due or if you breach any term of this Agreement.
Upon termination or expiration of this Agreement for any reason:

All rights granted to you under this Agreement shall immediately cease;
You shall immediately pay to Shopera.ai all outstanding fees; and
Shopera.ai shall delete any content or data related to your account, unless otherwise required by law.

The provisions of clauses 3, 4, 5, 7, 8, and 9 shall survive termination or expiration of this Agreement.
Upon termination of this Agreement, you must transfer the ownership of any Other Digital Accounts to yourself or a third-party within 30 days of the termination date, failing which Shopera.ai may delete such accounts.

10. GENERAL

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, negotiations, and understandings between the parties, whether oral or written, with respect to its subject matter.
Any amendments to this Agreement must be in writing and signed by both parties.
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including, without limitation, acts of God, war, terrorism, natural disasters, and strikes.
You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of Shopera.ai.
Shopera.ai may assign or transfer any of its rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy.
This Agreement shall be governed by and construed in accordance with the laws of [Country], without regard to its conflict of laws principles.
Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Country].

11. CONTACT INFORMATION

If you have any questions about this Agreement or the Services, please contact us at:

Shopera
2509 152nd Ave NE, Redmond, WA 98052
+1 (206) 337 9539
info@shopera.ai
www.shopera.ai