Terms of Use

Last Updated: September 3, 2025

These Terms of Use (“Terms”) govern your access to and use of the ShopView website (“Site”) and software‑as‑a‑service platform (“Service”) provided by ShopView, Inc. (“ShopView”, “we”, “us” or “our”). By accessing or using the Site or Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Site or Service.

1. Definitions

• “Account” means your user account for access to the Service.
  
  
• “Authorized User” means an individual you authorize to access the Service under your Account (e.g., your employees or independent contractors).
  
  
• “Client Data” means all data, content and materials you or your Authorized Users upload to or enter into the Service.
  
  
• “Order Form” means any ordering document (online or offline) referencing these Terms and specifying Service features, usage limits and Fees.
  
  
• “Fees” means the charges set forth in an Order Form.
  
  

2. Grant of Rights

• License. Subject to your compliance with these Terms and payment of all Fees, we grant you a limited, non‑exclusive, non‑transferable right to access and use the Service solely for your internal business purposes, during the term of your Order Form.
  
  
• Documentation. You may use any user guides, help files or other documentation we provide (“Documentation”) to the extent reasonably necessary to use the Service.
  
  

3. Accounts and Authorized Users

• Account Registration. You must register for an Account and provide accurate, complete information. You are responsible for maintaining the confidentiality of your Account credentials.
  
  
• Authorized Users. You may permit your employees and contractors to use the Service as Authorized Users, provided you remain responsible for their compliance with these Terms.
  
  
• Security. You agree to notify us immediately of any unauthorized use of your Account or any other breach of security.
  
  
• Single‑User License. Each Account corresponds to one license. You may not share your Account or login credentials with any other person. Only the individual Authorized User for whom the Account was created may access and use the Service under that Account.
  
  
• Non‑Transferable. Accounts and licenses are non‑transferable. If you wish to grant access to additional individuals, you must purchase separate licenses for each Authorized User.
  
  
• Enforcement. Any attempt to circumvent this restriction—such as sharing credentials or using a single Account for multiple individuals—may result in immediate suspension or termination of the Account and forfeiture of any prepaid fees.
  
  

4. Usage Limits and Fees

• Usage Limits. Any limits (such as number of Authorized Users, data storage, or API calls) will be specified in your Order Form or Supplemental Terms. Exceeding those limits may incur additional Fees.
  
  
• Monthly Subscriptions. If you subscribe month-to-month, all Fees will be charged automatically to a credit card or other payment method on file at the beginning of each monthly billing period. You authorize ShopView to automatically charge all applicable Fees using your designated payment method.
  
  
• Annual or Invoiced Subscriptions. If you subscribe on an annual basis, fees are invoiced in advance and payable within seven (7) days of the invoice date.
  
  
• Late Payments. Overdue amounts accrue interest at 1.5% per month (18% per annum) or the maximum permitted by law, whichever is less.
  
  
• Taxes. You are responsible for all sales, use, VAT, and other taxes (excluding taxes on our net income).
  
  

5. User Restrictions

You shall not, and shall not permit any third party to:

• Modify, adapt or create derivative works of the Service or Documentation
  
  
• Reverse engineer, decompile or disassemble the Service
  
  
• Rent, lease, sublicense, distribute or otherwise transfer rights to the Service
  
  
• Use the Service to store or transmit infringing, unlawful, libelous, or malicious content
  
  
• Bypass or circumvent any usage limits or access controls
  
  
• Frame, mirror or embed any part of the Service without our prior written consent
  
  
• Use the Service to build a competing product or service
  
  
• Access the Service using any automated means (including bots, spiders, crawlers, or scrapers), or harvest, extract, or index any portion of the Service or Client Data of other customers.

6. Intellectual Property

• Our Rights. All right, title, and interest in and to the Service, Documentation, trademarks, and underlying technology are owned by us or our licensors.
  
  
• Client Data. By uploading, submitting, or otherwise providing any data, content, or materials (“Client Data”) into the Service, you hereby assign and transfer to ShopView all rights, title, and interest in and to such Client Data. To the extent any ownership rights cannot be assigned, you grant ShopView an irrevocable, perpetual, worldwide, royalty-free license (with the right to sublicense) to host, use, reproduce, analyze, process, modify, publish, create derivative works of, and otherwise exploit Client Data for any lawful purpose, including operating, maintaining, and improving the Service, developing new features, training AI models (including ShopCoach AI), analytics, benchmarking, and other commercial purposes.
  
  
• Access During Term. While your subscription is active, you may access and export Client Data in accordance with the functionality of the Service. Upon termination, your right to access Client Data ends, but ShopView may retain and continue to use Client Data as permitted above.
  
  
• Your Warranties. You represent and warrant that you have obtained all necessary rights and permissions to provide Client Data and that your submission and our use of Client Data in accordance with these Terms will not violate any third-party rights or applicable law.
  
  

7. Support and Maintenance

We will provide support and maintenance services as described in your Order Form or our Support Policy. We may modify or update the Service at any time, provided material functionality or security is not materially reduced.

8. Confidentiality

• Confidential Information. “Confidential Information” means non-public information disclosed by one party to the other that is marked or otherwise designated as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) becomes public through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is lawfully obtained from a third party without restriction.
  
  
• Exclusions for Client Data. For clarity, Client Data is expressly excluded from the definition of Confidential Information. Client Data is owned by ShopView (as provided in Section 6) and may be used and disclosed by ShopView in accordance with these Terms.
  
  
• Obligations. Except as otherwise permitted under these Terms, each party agrees to: (a) use the other party’s Confidential Information solely to exercise its rights or perform its obligations under these Terms, and (b) protect such Confidential Information using at least reasonable care.

9. Term and Termination

• Term. These Terms and any Order Form commence on the Effective Date and continue for the period specified. They automatically renew for successive terms unless either party gives 30 days’ prior written notice.
  
  
• Termination for Cause. Either party may terminate immediately for material breach if the other fails to cure within 30 days after written notice, or upon insolvency or bankruptcy.
  
  
• Effect of Termination. Upon termination, your right to use the Service and Documentation ends. You must pay all Fees accrued through termination. We may delete your Client Data 30 days after termination unless you request its export.

10. Disclaimers

THE SERVICE IS PROVIDED “AS-IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, SHOPVIEW DOES NOT WARRANT OR GUARANTEE THAT:

• THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE,

• CLIENT DATA WILL BE SECURE OR NOT LOST, OR

• ANY OUTPUTS, RECOMMENDATIONS, OR RESULTS PROVIDED BY THE SERVICE (INCLUDING SHOPCOACH AI) WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE.

YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND SUITABILITY OF ANY OUTPUTS GENERATED THROUGH THE SERVICE.

11. Limitation of Liability

IN NO EVENT WILL SHOPVIEW BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS INTERRUPTION. OUR AGGREGATE LIABILITY FOR DIRECT DAMAGES WILL NOT EXCEED THE FEES PAID BY YOU IN THE ONE (1) MONTH PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify and hold ShopView and its affiliates harmless from any third‑party claims arising from your use of the Service in violation of these Terms or applicable law.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict‑of‑law principles. Any dispute arising under or in connection with these Terms will be subject to the exclusive jurisdiction of the state or federal courts located in the State of Delaware.

14. Miscellaneous

• Entire Agreement. These Terms, the Privacy Policy and your Order Form constitute the entire agreement and supersede prior agreements.
  
  
• Amendments. We may update these Terms at any time; material changes will be notified via email or in‑app notice 30 days before taking effect. Continued use after changes constitutes acceptance.
  
  
• Assignment. You may not assign these Terms without our prior written consent; we may assign without consent.
  
  
• Severability. If any provision is unenforceable, the remainder remains in full force.
  
  
• Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control.
  
  

15. ShopCoach AI

• AI Outputs. The Service may include access to “ShopCoach AI,” which provides automated insights, recommendations, or generated content using machine learning and artificial intelligence technologies.
  
  
• No Guarantee of Accuracy. You acknowledge that ShopCoach AI outputs may be inaccurate, incomplete, outdated, or otherwise unreliable. ShopCoach AI is intended for informational purposes only and is not a substitute for professional judgment or independent verification.
  
  
• Your Responsibility. You remain solely responsible for reviewing, validating, and making all business, operational, and repair decisions based on any outputs generated by ShopCoach AI.
  
  
• Disclaimer of Liability. ShopView expressly disclaims all liability arising from your reliance on ShopCoach AI outputs. To the maximum extent permitted by law, ShopView shall not be liable for any damages, losses, or claims resulting from the use of or reliance upon ShopCoach AI outputs.

16. Use of Your Business Name and Logos

• By using our Site and Service, you grant ShopView a non‑exclusive, royalty‑free right to display your business name and logos in our marketing materials, case studies, website, and other promotional content. We will only use your marks in connection with describing or promoting our relationship and your legitimate use of the Service, and we will comply with any reasonable trademark usage guidelines you provide. You may withdraw this permission at any time by contacting legal@shopview.com; upon receipt, we will cease any further use of your marks within thirty (30) days.

17. Changes to These Terms

ShopView may modify these Terms of Use at any time. The current version is always available at https://shopview.com/terms. For material changes, we’ll notify you by email (to the address on file) or via an in‑app announcement at least 30 days before the changes take effect. Your continued use of the Site or Service after the effective date constitutes acceptance of the revised Terms. If you do not agree, you must stop using the Service and close your Account before the new Terms become effective.

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Questions?

Contact us at: legal@shopview.com