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TERMS OF SERVICE AND USER AGREEMENT

Issuing Entity: ShopGPT or www.shopgptpro.com Effective Date: February 1st, 2026 Version: 2.0

1. PREAMBLE AND ACCEPTANCE OF TERMS

These Terms of Service (“Terms” or “Agreement“) constitute a binding legal contract between ShopGPT. (“Company,” “we,” “us,” or “our“) and the individual or legal entity accessing, registering for, or utilizing the ShopGPT platform (“User,” “Subscriber,” or “You“).

By creating an account, clicking “I Agree,” or utilizing the Services, You expressly acknowledge that You have read, understood, and agreed to be bound by these Terms. If You are entering into this Agreement on behalf of a corporation or other legal entity, You represent that You have the requisite legal authority to bind said entity.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY CEASE USE OF THE SERVICES.

2. DEFINITIONS

  • “Services”: The ShopGPT SaaS platform, including API access, AI content generation tools, data enrichment features, and plugins.

  • “User Content”: All data, text, images, product catalogs, and information submitted by You to the Platform.

  • “AI Output”: The text, descriptions, code, or media generated by the Platform’s artificial intelligence algorithms based on User Content.

  • “AI Credits”: The digital units of account used to measure and limit the consumption of AI processing power on the Platform.

  • “Product”: The maximum number of individual product records from Your store that may be synced and stored within the Platform at any given time.

  • “Subscription Term”: The agreed-upon billing period (monthly or annual) for access to the Services.

3. LICENSE GRANT AND ACCESS

3.1. Limited License Subject to your compliance with these Terms and payment of applicable fees, Company grants You a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes during the Subscription Term.

3.2. Restrictions (Acceptable Use Policy) You shall not, directly or indirectly:

  • Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform.

  • Use the Services to build a competitive product or service.

  • Use the Services for any illegal purpose, including the generation of fraudulent, defamatory, or infringing content.

  • Bypass or breach any security device or protection used by the Services.

4. ARTIFICIAL INTELLIGENCE DISCLAIMER

4.1. Accuracy of Output The Services utilize advanced Artificial Intelligence (AI) and Machine Learning (ML) technologies. You acknowledge that AI systems are probabilistic and may produce erratic, factually incorrect, or offensive results (“Hallucinations“). The Company makes no representation or warranty regarding the accuracy, completeness, or reliability of any AI Output.

4.2. Human Oversight Required You agree that You are solely responsible for reviewing, verifying, and editing all AI Output before publishing, distributing, or using it in a commercial context. You assume all risks associated with the use of AI Output, including legal compliance with advertising standards and consumer protection laws.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. Company IP ShopGPT. retains all rights, title, and interest in and to the Services, including all underlying software, algorithms, UI/UX designs, trademarks, and trade secrets.

5.2. User Content & AI Output

  • Ownership: You retain ownership of your User Content. To the extent permitted by applicable law, You own the rights to the AI Output generated specifically for You.

  • License to Company: You grant Company a worldwide, royalty-free license to host, copy, process, and display User Content and AI Output solely as necessary to provide the Services and to improve our AI models (on an anonymized basis).

6. FEES, BILLING, AND CANCELLATION

6.1. Subscription Fees Access to premium features requires payment of fees as explicitly set forth on the Platform (“Fees“). All Fees are exclusive of applicable taxes.

6.2. Billing Authorization By providing a payment method, You authorize us (and our designated payment processors, such as Stripe) to charge the applicable Fees on a recurring basis until cancellation.

6.3. Refunds and Credits All Fees are non-refundable. As the Services provide immediate access to digital AI Credits and computational resources, You agree that all sales are final.

       (a) Usage as Waiver: By using even one (1) AI Credit, You explicitly request immediate performance of the service and acknowledge that You waive any statutory right to a cooling-off period or refund.

       (b) Monthly Reset: Unused AI Credits do not “roll over” to the next billing cycle and expire at the end of each Subscription Term, unless otherwise stated in your specific plan.

7. CONFIDENTIALITY AND DATA PROTECTION

7.1. Privacy Policy Your use of the Services is governed by our Privacy Policy, which is incorporated herein by reference.

7.2. Data Security We implement industry-standard security measures. However, You acknowledge that no data transmission over the Internet is 100% secure. You are responsible for maintaining the confidentiality of your account credentials.

8. THIRD-PARTY INTEGRATIONS

The Services may integrate with third-party platforms (e.g., Shopify, WooCommerce, WordPress). You acknowledge that:

  • Your use of such platforms is governed by their respective terms of service.

  • Company is not responsible for any downtime, data loss, or suspension of your accounts on third-party platforms resulting from your use of ShopGPT.

9. WARRANTIES AND DISCLAIMERS

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHOPGPT. DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

10. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SHOPGPT., ITS AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO SHOPGPT. IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless ShopGPT. and its officers, directors, and employees from any claims, liabilities, damages, and expenses (including legal fees) arising out of:

  • Your violation of these Terms.

  • Your User Content or the use of AI Output.

  • Your violation of any third-party rights, including intellectual property rights.

12. TERM AND TERMINATION

12.1. Termination by Company We may suspend or terminate your access immediately, without notice, if we reasonably believe You have breached these Terms or if your account usage poses a security risk to the Platform.

12.2. Effect of Termination Upon termination, your license to use the Services ceases immediately. We reserve the right to delete your User Content and AI Output from our servers after a commercially reasonable period.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1. Jurisdiction This Agreement shall be governed by the laws of [State of California, United States /London, England and Wales / Islamabad, Pakistan], without regard to conflict of law principles.

14. MISCELLANEOUS

  • Severability: If any provision of these Terms is held invalid, the remaining provisions shall remain in full force.

  • Entire Agreement: These Terms constitute the entire agreement between the parties regarding the subject matter hereof.

  • Changes: We may update these Terms periodically. Continued use of the Services after the Effective Date of the updated Terms constitutes acceptance.

15. CONTACT INFORMATION

For legal notices or support inquiries: ShopGPT. Help Form

16. PRIVACY POLICY INCORPORATION

These Terms of Service must be read in conjunction with our Privacy Policy. The Privacy Policy outlines specific details regarding the collection, processing, and protection of your Personal Data. By agreeing to these Terms, You explicitly acknowledge that You have read the Privacy Policy and consent to the data practices described therein. In the event of a conflict between these Terms and the Privacy Policy regarding the processing of Personal Data, the Privacy Policy shall prevail.