Terms of Service

1. Definitions

"Applicable Laws" refers to all relevant statutes, regulations, and rules, encompassing but not limited to the Telephone Consumer Protection Act (TCPA), the Controlling the Assault of Non-Solicited Pornography and Marketing Acts (CAN-SPAM), as well as all other laws, rules, and regulations connected to data privacy and consumer protection.

"Confidential Information" is defined as any confidential data shared by one party with another, whether conveyed verbally, visually, or in written form. It pertains to information marked as confidential or information that, under the given circumstances, should reasonably be regarded as confidential. This encompasses but is not limited to business and marketing strategies, technological and technical data, product designs and plans, pricing details, and operational procedures. To clarify, Shopscript's Platform Services are considered Shopscript's Confidential Information.

The terms "Customer" or "you" pertain to the individual or entity that is utilizing the Platform Services.

"Customer Data" encompasses all data, information (including personal information), Subscriber Lists, content (including marketing and promotional materials), or any other materials that are submitted, posted, transmitted, or provided by or on behalf of a Customer, its service providers, or its End Users in conjunction with the Platform Services and other associated Shopscript services. It is important to note that Customer Data does not, under any circumstances, include the Platform Services themselves.

An "End User" refers to an individual who engages with the Customer, its affiliates, or agents in the context of the Platform Services.

"End User Data" refers to the personal information of your End Users that is contained within your Customer Data.

"Fees" include all charges associated with your acquisition and utilization of the Platform Services, as specified in your account details or in a pertinent Service Order.

"Intellectual Property Rights" encompass, on a global scale, all of the following:

• (a) Rights connected to creative works, including copyrights, moral rights, database rights, and mask works.
• (b) Trademarks.
• (c) Rights related to trade secrets.
• (d) Patents, designs, algorithms, and other rights associated with industrial properties.
• (e) Various other forms of intellectual and industrial property rights of any category or nature, irrespective of how they are designated, whether originating from the law's operation, contracts, licenses, or any other means.
• (e) Registrations, initial applications, renewals, extensions, continuations, divisions, or reissues of the aforementioned rights.

"Payment Information" refers to the data supplied through your Shopscript account for the purpose of payment, and it may include details such as your credit card number, the expiration date of your credit card, your email and postal addresses for billing and notifications, as well as any additional information required to verify your identity.

The term "Payment Method" indicates the specific form of payment, such as a credit card, bank account, or another method, which is linked to and represented by your Payment Information.

The Shopscript Website. The Shopscript software and services delivered through the Shopscript Website or the Shopify App Store. Associated documentation. Any supplementary services related to the above, as specified in a Service Order (such as online customer management services). It is important to note that the Platform Services do not include Professional Services.

The "Shopscript Website" refers to the website accessible at the following web address: https://www.shopscript.co/.

A "Service Order" is a written order form that has been executed by both Shopscript and a Customer, specifically for the acquisition of Platform Services.

A "Subscriber List" consists of details regarding individuals that are intended for use in SMS messaging, and it typically includes information such as names, phone numbers, and the individual's choice to opt in or out of such messaging.

"Taxes" refer to any form of taxes, levies, duties, or comparable assessments imposed by governmental authorities, including but not limited to value-added, sales, use, or withholding taxes, as determined by the relevant taxing authorities.

Under these Platform Terms and any pertinent Service Order, the terms "include" and "including" signify "including but not limited to."

2. Accessing the Platform Services

2.1 Eligibility. In order to utilize the Platform Services, you must meet the following criteria:

• You must be 18 years of age or older.
• You should possess the capacity to enter into a legally binding contract with Shopscript.
• You must not be prohibited from using the Platform Services under Applicable Laws.

If you fail to meet the stipulations outlined in this section, you are not permitted to use the Platform Services. If you access or utilize the Platform Services on behalf of an entity, you assert and guarantee that you have the authority to legally bind that entity to these Platform Terms. By accepting these Platform Terms, you are doing so on behalf of that entity. If you are acting as an agency representing a Shopify merchant, any action or failure to act by that merchant, which would constitute a breach of these Platform Terms, will be considered a breach on your part. You are also required to establish a written agreement with such merchant that provides at least the same level of protection to Shopscript as these Platform Terms.

2.2 Your Account. To access certain aspects of the Platform Services, you are required to register and establish an account. It is your responsibility to maintain accurate and current account information, as well as to safeguard and protect your account credentials. You are not allowed to permit anyone other than your authorized employees to use your account, and you must take commercially reasonable measures to prevent unauthorized access to your account. You are accountable for all actions and transactions associated with your account. If you suspect that your account's security has been compromised, you must promptly inform Shopscript by sending an email to hello@shopscript.co. Any personal information that you furnish us in connection with your account is subject to the Shopscript Privacy Policy.

3. Use of the Platform Services

3.1 Your Compliance with Applicable Laws. In your utilization of the Platform Services, you are obligated to adhere to all Applicable Laws, CTIA Policies, and the Shopscript Content Policy. This includes, but is not limited to, compliance with regulations such as the TCPA and CAN-SPAM, as well as the relevant directives, orders, and regulations set forth by the Federal Trade Commission and Federal Communications Commission.

You bear full responsibility for the following:

• (a) The collection and maintenance of your Subscriber Lists and other Customer Data in accordance with Applicable Laws and CTIA Policies.
• (b) Providing appropriate notice and obtaining consent from your End Users as mandated by Applicable Laws for your utilization of the Platform Services, which includes sending text messages.
• (c) Ensuring that all marketing and promotional activities conducted through the Platform Services conform to Applicable Laws, CTIA Policies, and the Shopscript Content Policy. This encompasses the content of your messages and campaigns, as well as any contests, raffles, sweepstakes, or similar activities.

To the extent that Shopscript offers advice, guidance, templates, or suggestions through the Shopscript Website or other means, these are provided for your convenience, and Shopscript does not assume responsibility for your obligations under this section. You retain full responsibility for ensuring your compliance. It is advisable to seek advice from your own independent legal counsel to ascertain whether your marketing activities and content align with your purposes and obligations under Applicable Laws.

If Shopscript reasonably determines that a Customer may be in violation of this section, the Customer is required to promptly (and within no more than twenty-four (24) hours after receiving notice) make Customer leadership available for a meeting with Shopscript to discuss the issue.

3.2 End User Terms. While using the Platform Services, it is mandatory that you publicly post End User Terms at all times. You are solely responsible for ensuring that all your End Users consent to these End User Terms before they engage with the Platform Services. You should incorporate links to the End User Terms each time and at every point where you seek approval from your End Users for subscribing to text message marketing. These links must be displayed in a style and manner that complies with Applicable Laws and any additional reasonable requirements communicated by Shopscript.

It is important to note that Shopscript makes no representation or warranty regarding the End User Terms. Additionally, it's explicitly stated that Shopscript is not offering legal advice, and your use of the End User Terms does not establish an attorney-client relationship. You assume full legal responsibility for the End User Terms and acknowledge that you have been advised to seek independent legal counsel before implementing them.

Should you wish to propose updates or modifications to the form of End User Terms provided by Shopscript, you must submit all suggested changes in writing at least thirty (30) days before these modifications become effective. Shopscript will make commercially reasonable efforts to accommodate such requested modifications, with the proviso that Shopscript retains the right to reject any modifications that it reasonably determines could pose a legal risk to Shopscript or its other customers.

3.3 Insurance. For the duration of the effectiveness of these Platform Terms, you are obligated, at your own expense, to uphold an insurance policy with the type and minimum coverage levels that are reasonably required and suitable for your marketing and promotional activities. This insurance policy should be obtained through a reputable insurance carrier that is duly qualified in all pertinent jurisdictions.

Upon Shopscript's request, you must furnish a certificate of insurance. It is understood that the best practice for Customers involves obtaining a policy that includes a coverage rider specifically addressing TCPA claims and a "most favored jurisdiction" provision.

3.4 Third-Party Services and Integrations. You are prohibited from utilizing the Platform Services in conjunction with a third-party integration unless it is officially endorsed and supported by Shopscript, as detailed on the Shopscript Website. If you have any inquiries regarding other third-party integrations, please get in touch with Shopscript support.

Should you decide to use the Platform Services in connection with a third-party service, whether through an integration provided by Shopscript or by other means, you assume full responsibility for your utilization of such third-party service. This includes any disclosure or other processing of your Customer Data connected to that third-party service. Any use of a third-party service is done entirely at your own risk.

Shopscript holds no liability for your use of any third-party service alongside the Platform Services and explicitly disclaims any responsibility for the functionality, security, availability, and operation of any third-party service. In the event that you need assistance suspending or terminating an integration between a third-party service and the Platform Services, you must provide written notice to Shopscript in advance.

3.5 Updates to the Platform Services. Shopscript retains the right, at its sole discretion, to make updates to the Platform Services at any time, with or without prior notice, and without incurring any liability to you. These updates may include alterations to or discontinuation of some or all of the functionality of the Platform Services.

Shopscript may notify you of substantial modifications to the Platform Services through postings on the Shopscript Website or by email. It is your responsibility to periodically review the Shopscript Website to stay informed about any changes. Your continued use of the Platform Services after any update or alteration will be regarded as your acceptance of these modifications.

3.6 Beta Features. Shopscript may, at its sole discretion, extend invitations for your use of pre-release or beta features that are not yet widely available. Access to these features may be subject to additional terms and conditions. Any beta features will be regarded as Shopscript's Confidential Information. SHOPSCRIPT MAKES NO REPRESENTATIONS OR WARRANTIES THAT BETA FEATURES WILL FUNCTION, AND ANY USE OF BETA FEATURES WILL BE AT YOUR OWN RISK.

3.7 Restrictions. In the course of your use of the Platform Services, you are expressly prohibited from, and you must not authorize or encourage any third party, either directly or indirectly, to engage in the following activities:

• Violating Applicable Laws, CTIA Policies, or the Shopscript Content Policy.
• Operating, managing, initiating, or distributing materials connected to an illegal lottery or any other promotion that contravenes Applicable Laws pertaining to gambling, contests, sweepstakes, and gaming.
• Allowing any End User under the age of 18 years to make use of the Platform Services.
• Engaging in any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activities.
• Distributing spyware, adware, or any other harmful software programs.
• Selling, transferring, leasing, sublicensing, lending, distributing, or otherwise conveying the Platform Services or any portion thereof to third parties.
• Concealing, altering, or removing any notice of Intellectual Property Rights or other proprietary rights that are visible on or within the Platform Services.
• Modifying, altering, copying, adapting, translating, or creating derivative works based on the Platform Services.
• "Framing" or "mirroring" any content that forms part of the Platform Services.
• Attempting to reverse engineer, decompile, disassemble, decode, or in any way endeavor to derive or ascertain the source code of the Platform Services, except to the extent expressly allowed by Applicable Laws and only after providing advance written notice to Shopscript.
• Bypassing, deleting, or disabling any copy protection mechanisms or security features integrated within the Platform Services.
• Trying to gain unauthorized access to, or disrupt the integrity, performance, or security of the Platform Services.
• Using or accessing the Platform Services to monitor the availability, performance, or functionality of the Platform Services, Shopscript's other products or services, or any part thereof, or for any similar benchmarking purposes.
• Accessing the Platform Services with the intention of developing a competing product or service.

3.8 Usage Information. The Platform Services have the capability to automatically gather data regarding your utilization of the Platform Services. You consent to Shopscript's use of this information about your usage of the Platform Services for internal purposes, which may include product and service enhancement.

Additionally, you agree that Shopscript may use aggregated or deidentified data concerning your utilization of the Platform Services in its marketing and promotional materials, as long as this data cannot reasonably be used to identify you or any End User.

4. Fees and Payment Terms

4.1 Fees Generally . You bear the responsibility for, and will be accountable for, all Fees accrued under your account, and, if applicable, all Fees as specified in a Service Order. The relevant Fees for your utilization of the Platform Services will be outlined in your account, unless otherwise specified in a Service Order. Shopscript holds the right to update or adjust the applicable Fees and rates for the Platform Services, unless otherwise specified in a Service Order. Furthermore, Shopscript will supply reasonable advance notice of any such changes.

4.2 Subscriptions . Shopscript may offer the Platform Services on a subscription basis. Upon purchasing a subscription, you acknowledge and agree that your subscription will renew automatically unless canceled in accordance with these Platform Terms, and that you will be responsible for paying all recurring Fees associated with your subscription until it is canceled. You may, unless otherwise specified in a Service Order, upgrade, downgrade, or cancel your subscription according to the guidelines set forth in your account. It's important to note that certain subscription packages may only be accessible to Customers who enter into a Service Order, and modifications to those packages can only be requested by reaching out to Shopscript support.

Cancellations and downgrades will not become effective until the start of the subsequent subscription period. If you wish to cancel or downgrade your subscription by contacting Shopscript support, you must initiate this process at least five (5) days before the end of the current subscription period. If you cancel your subscription as per the terms in this section, you will retain access to the Platform Services until the conclusion of the final subscription period.

4.3 Transaction-Based Fees. Specific functionalities of the Platform Services may necessitate Shopscript to disburse payments to you. The Fees for these functionalities may be calculated as a percentage of the pertinent transaction, and could also encompass applicable third-party payment processor fees, as further elaborated in your account or a relevant Service Order. In the event you use these functionalities, you are obliged to furnish all required Payment Information that enables Shopscript to facilitate the transfer of pertinent payments to you. It is important to understand that Shopscript will not be held responsible for any repercussions should you fail to provide the necessary Payment Information.

4.4 Promotions and Discounts. Shopscript may occasionally offer promotions and discounts. All such promotions and discounts are contingent upon any terms and conditions conveyed to you during the purchase or as specified in a Service Order. It's important to note that promotions and discounts do not automatically renew or extend. Once a promotion or discount period has concluded, standard Fees and billing terms will be applicable.

4.6 Payment Processing. Shopscript will charge you for Fees on the billing cycle described in your account using the Payment Method you provide through your account, unless otherwise set forth in a Service Order. Shopscript may use a third-party payment processor. By providing your Payment Information through your account: (a) you authorize Shopscript and its third-party payment processor to charge your Payment Method for all relevant Fees when due, including for any recurring Fees for your subscription and when you reach your charge cap; (b) you agree that Shopscript’s third-party payment processor may store your Payment Information; and (c) you agree that Shopscript’s third-party payment processor may authenticate your Payment Information and Payment Method, including by running one or more payment authorization checks (for example, by charging an amount less than one dollar and reversing that amount). If Shopscript and its third-party payment processor are unable to charge you using the Payment Method associated with your account for any reason (including expiration or insufficient funds), you remain responsible for any uncollected amounts, and Shopscript may attempt to charge your Payment Method again, as you may update your Payment Information.

4.7 Refunds. To the extent allowed by law, once your purchase is made, it is considered final, and Shopscript is under no obligation to issue a refund. If you cancel or modify your subscription as permitted within this section, you will be liable for all Fees accrued for the current subscription period.

However, it's important to note that, without restricting the above, if an unexpected circumstance arises during the execution of a transaction, we retain the right to cancel that transaction for any reason. In such cases, if we cancel a transaction, we will reimburse any payment you have previously submitted to us for that transaction. We recognize that unique situations may arise, and we reserve the right to exercise our discretion in issuing refunds.

4.8 Late Payments. Late payments for Fees will accumulate interest at a rate of one and a half percent (1.5%) of the outstanding balance each month, or the highest rate allowed by law, whichever is lower, from the due date until the payment is made. If your Payment Method is declined and you do not resolve the issue within five (5) business days after being informed by Shopscript, your payment will start accruing interest according to this section. If Shopscript has to initiate a collections process to retrieve unpaid Fees, then Shopscript will have the right to recover from the Customer all costs associated with such collections, including reasonable attorney's fees.

4.9 Taxes. The Fees mentioned do not encompass Taxes. You bear the responsibility for settling all Taxes connected with your utilization of the Platform Services. In cases where Shopscript is legally obligated to pay or collect Taxes for which you are liable, Shopscript will issue an invoice, and you are obliged to remit the corresponding amount, unless you supply Shopscript with a valid tax exemption certificate that has been sanctioned by the relevant taxing authority. It's important to clarify that Shopscript is exclusively responsible for Taxes assessed against Shopscript in relation to its income, property, and employees.

4.10 Free Trial. Shopscript may offer specific Platform Services to you for the purpose of evaluation without any cost. This free trial is contingent upon any terms and conditions communicated to you when you commence the free trial, which may include restrictions on total messaging or other features. Unless specified otherwise in a Service Order, Shopscript reserves the right to terminate a free trial at its sole discretion.

4.11 Billing Disputes. In the event that you wish to dispute any invoice or charge received from Shopscript, you are required to inform Shopscript with written notice within fourteen (14) days from the date of delivery of the pertinent invoice or billing statement. Failure to inform Shopscript of a billing issue or dispute in accordance with the terms in this section will result in the forfeiture of your right to dispute. Any billing dispute is additionally subject to the provisions outlined in Section 12 (Dispute Resolution).

5. Intellectual Property Rights

5.1 License to Use the Platform Services. In accordance with these Platform Terms, Shopscript extends to you a restricted, revocable, personal, non-sublicensable, non-transferable, and non-exclusive license. This license allows you to use the Platform Services exclusively for your marketing and promotional activities, and solely as permitted under these Platform Terms. It's important to note that this license will promptly cease to be valid upon the termination of your account or these Platform Terms.

5.2 License to Customer Data. Customer provides Shopscript with a non-exclusive, non-transferable (unless otherwise specified in Section 13.3 (Assignment)), worldwide, royalty-free license. This license permits Shopscript to host, replicate, process, transmit, and employ Customer Data for the explicit purpose of delivering the Platform Services and as otherwise explicitly allowed under these Platform Terms.

5.3 Marketing and Publicity Rights. Shopscript reserves the right to employ your name and logo to identify you as a Shopscript customer in Shopscript's marketing and promotional materials, which may encompass the Shopscript Website and case studies. Furthermore, Shopscript may utilize instances of messages and other marketing content from you or your End Users in Shopscript's marketing and promotional materials, ensuring that such examples cannot reasonably be used to identify any End User.

Should you have objections to a specific utilization of your name or branding and communicate this to Shopscript in writing, Shopscript will make reasonable efforts to accommodate your requests by modifying or removing the relevant usage. It's important to acknowledge that any utilization of your name and marks will ultimately benefit you.

5.4 Reservation of Rights. Shopscript possesses complete ownership of all right, title, and interest, inclusive of all Intellectual Property Rights, pertaining to the Platform Services and all other products, services, marks, and branding offered by Shopscript. In contrast, in the relationship between you and Shopscript, you retain ownership of all right, title, and interest, encompassing all Intellectual Property Rights, related to your Customer Data.

It's important to emphasize that, apart from the specifics outlined in this section, no rights are conferred in relation to the Intellectual Property Rights of either party.

5.5 Feedback. In the event that you offer feedback concerning the Platform Services or other products and services provided by Shopscript, you consent to Shopscript having the liberty to employ such feedback for any purpose. This includes using feedback to enhance the Platform Services and other Shopscript products and services, as well as creating new products and services.

6. Customer Data

6.1 Compliance of Customer Data with Applicable Laws. You are exclusively permitted to upload, transmit, store, and otherwise handle Customer Data in connection with the Platform Services under the condition that: (a) these actions align with all Applicable Laws and CTIA Policies; (b) you have secured all required consents mandated by Applicable Laws and CTIA Policies, either personally or on your behalf; and (c) you possess all other rights, permissions, and consents needed for your and Shopscript's use of Customer Data as envisioned in these Platform Terms and any applicable Service Order.

Regarding any Subscriber List or any portion thereof that was collected or obtained outside of the Platform Services, Shopscript may necessitate that you verify and supply corroborative materials demonstrating that the Subscriber List was acquired in accordance with Applicable Laws and CTIA Policies before it is uploaded or utilized in conjunction with the Platform Services.

You must act upon all opt-out requests from End Users (including requests conveyed via email, integration partners, or other channels), and you are obligated to promptly relay any such opt-out requests to Shopscript. Furthermore, you will sustain an internal "do not call" list that records all End Users who have opted out of your marketing. If it comes to your attention that an End User's opt-out request was not immediately conveyed to Shopscript, you will promptly inform Shopscript and supply all pertinent details and logs as reasonably requested by Shopscript.

6.2 End User Data. Your Customer Data may encompass End User Data. It is acknowledged and agreed that, concerning End User Data, you assume the role of a "business," "controller," or an equivalent term as per Applicable Laws, while Shopscript operates as a "service provider," "processor," or a similar term in accordance with Applicable Laws. Shopscript's processing of End User Data is restricted to the purpose of providing the Platform Services and enhancing Shopscript's own products and services.

You are obligated to continuously maintain a privacy policy that adheres to all Applicable Laws and is accessible to End Users before any provision of End User Data to you. You bear the sole responsibility for addressing End User requests related to the exercise of their rights under Applicable Laws concerning their personal information. This includes requests for the deletion of End User Data. In instances where Customers require assistance with requests pertaining to End User Data stored through the Platform Services, they may reach out to Shopscript support for guidance.

6.3 Retention of Customer Data. Following the termination of your account or if you cease using the Platform Services for any other reason, Shopscript may retain Customer Data, including End User Data, for a duration necessary to adhere to Applicable Laws and CTIA Policies. In cases where the termination was not prompted by your violation of these Platform Terms or a Service Order, you have the option to contact Shopscript support within thirty (30) days following termination. In such cases, Shopscript will extend reasonable assistance in procuring a copy of your Subscriber Lists from Shopscript's systems. However, it is important to note that notwithstanding the contents of this section or any other provision, Shopscript bears no responsibility to store or create backups of your Customer Data after the termination of your account. You are solely responsible for the backup and safeguarding of your Customer Data.

6.4 Prohibited Data. Customer Data is prohibited from containing any of the following data categories, and you are not permitted to upload, transmit, store, or engage in any form of processing of data in violation of this section in connection with the Platform Services:

• Sensitive personal information as defined under the California Privacy Rights Act (CPRA) or any other Applicable Laws.
• Personal health information as defined under the Health Insurance Portability and Accountability Act (HIPAA) or the Health Information Technology for Economic and Clinical Health Act.
• Personal information of children as defined under the Children’s Online Privacy Protection Rule (COPPA) or any similar Applicable Laws related to children’s privacy and data.
• Nonpublic personal information subject to the Gramm-Leach-Bliley Act (GLBA) or similar Applicable Laws related to financial privacy and data.
• Government identifiers that uniquely identify a natural person, such as a social security number or passport number.

The Platform Services are not designed for the processing of any of the aforementioned prohibited data categories.

7. Confidential Information

7.1 Protection of Confidential Information. Both parties agree to treat Confidential Information with the utmost confidentiality and will not disclose it, in whole or in part, except to their employees, consultants, and affiliated entities who have a legitimate need to access such Confidential Information and are subject to confidentiality obligations consistent with these Platform Terms. Each party will exercise a level of care and discretion in preventing the disclosure, publication, or dissemination of Confidential Information that is at least equivalent to the care it applies to its own confidential or proprietary information, but in no case less than reasonable care. Confidential Information received from the other party may only be used for the purpose of fulfilling their respective obligations and exercising their rights under these Platform Terms. Neither party will be held liable for the disclosure of Confidential Information if such disclosure is legally mandated or ordered by a court; however, the party receiving the Confidential Information ("receiving party") will provide reasonable advance notice (to the extent allowed by law) to enable the party that provided the Confidential Information ("disclosing party") to seek a protective order or take actions to prevent such disclosure.

8.1 Mutual Warranties. Each party affirms and guarantees that: (a) it possesses the right, capability, and authority to engage in these Platform Terms and any pertinent Service Order; and (b) engaging in these Platform Terms and fulfilling the commitments and responsibilities herein neither has nor will infringe upon any agreement to which it is a participant or to which it is otherwise obligated.

8.2 Customer Warranties. Customer represents and warrants that: (a) Customer will comply with all Applicable Laws and CTIA Policies in connection with its use of the Platform Services, including sending text messages and conducting marketing and promotional activities; (b) Customer Data, including the content of all campaigns and all information about End Users, will not violate any third-party Intellectual Property Rights, publicity rights, or privacy rights; and (c) Customer has all rights, permissions, and consents required to upload, transmit, store, and otherwise process Customer Data in connection with its use of the Platform Services, and to grant Shopscript the rights expressly set forth these Platform Terms.

9. Indemnification

Customer Indemnification. To the extent allowed by Applicable Law, you will indemnify, defend at your own cost, and hold harmless Shopscript, along with its officers, directors, employees, contractors, agents, and affiliates, from any and all claims, actions, legal proceedings, and lawsuits initiated by third parties. This indemnification includes any associated liabilities, damages, settlements, penalties, fines, costs or expenses (comprising reasonable attorney's fees and other legal expenses), and other losses incurred by the indemnified parties. These claims must arise due to or be connected with: (a) your violation of these Platform Terms, which includes any use of the Platform Services in contravention of these terms; (b) your breach of Applicable Laws, CTIA Policies, or any third-party Intellectual Property Rights, publicity rights, or privacy rights in relation to the Platform Services; (c) Customer Data that you or a party acting on your behalf upload, transmit, store, or otherwise process in connection with the Platform Services; and (d) your End User Terms, as updated periodically. You must not settle or resolve any indemnified claim in any way or acknowledge liability without obtaining Shopscript’s prior written consent, which Shopscript may grant at its sole discretion. Shopscript reserves the right to engage in the defense and management of any indemnified matter at its own expense, with the stipulation that if Shopscript reasonably determines that Customer is either unable or unwilling to protect the interests of Shopscript or another indemnified party, then Shopscript may take on the defense of any claims, with the costs to be borne by Customer.

9.2 Carrier Fines. Irrespective of anything to the contrary in these Platform Terms, if Shopscript is fined by a carrier or regulatory authority as a result of your failure to comply with Applicable Laws or CTIA Policies, Shopscript reserves the right to charge you for the amount of the fine, and you are obligated to pay this amount.

10. Disclaimer of Warranties; Limitation of Liability

THE TERMS OF THIS SECTION WILL BE ENFORCED TO THE FULLEST EXTENT ALLOWED BY LAW.

10.1 DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8 (REPRESENTATIONS AND WARRANTIES), THE PLATFORM SERVICES AND END USER TERMS ARE PROVIDED "AS IS," WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SHOPSCRIPT MAKES NO WARRANTY THAT THE PLATFORM SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT THEY WILL MEET YOUR REQUIREMENTS. SHOPSCRIPT IS NOT RESPONSIBLE FOR CUSTOMER DATA OR ANY LOSS OF DATA OR DAMAGE TO YOUR COMPUTER OR SYSTEMS RESULTING FROM YOUR USE OF THE PLATFORM SERVICES. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR CUSTOMER DATA.

10.2 Limitation of Liability. Shopscript will not be liable for any lost revenues or profits, or for indirect, special, incidental, consequential, exemplary, or punitive damages, or for the loss of data, use, goodwill, or other intangible losses resulting from your access to or use of the Platform Services, the End User Terms provided or hosted by Shopscript, or in connection with these Platform Terms. This limitation applies even if Shopscript was advised of the possibility of such damages and even if a limited remedy set forth in these Platform Terms has failed its essential purpose. Shopscript's total cumulative liability for all claims related to the Platform Services or these Platform Terms will not exceed the total fees paid by you in the twelve (12) months immediately preceding the initial event giving rise to liability.

10.3 Third-Party Disputes. Shopscript bears no responsibility for any disputes between a Customer and its End Users. Shopscript will not be liable for any damages, regardless of the legal theory, arising from a Customer's interactions with its End Users, even if Shopscript has been informed of the potential for such damages.

11. Termination

11.1 Termination by Shopscript. Shopscript, unless otherwise specified in a Service Order, reserves the right to limit, terminate, or suspend your access to the Platform Services or terminate these Platform Terms at its sole discretion and without liability to you. Shopscript may exercise this right at any time. Specifically, Shopscript may terminate your right to use the Platform Services or these Platform Terms if Shopscript determines, in its sole discretion, that: (a) you have violated these Platform Terms or a Service Order, including your payment obligations; (b) you fail to provide up-to-date Payment Information and a valid Payment Method, and Shopscript is unable to charge you for the Fees due for your use of the Platform Services; (c) a carrier or third-party aggregator of carrier services prohibits or restricts Shopscript from providing the Platform Services to you, especially if a carrier deems that you have violated the carrier's content policies; (d) your use of the Platform Services poses a security or legal risk to Shopscript or its other customers; or (e) you have filed for bankruptcy, are dissolving your business, or are engaging in a similar legal process. Termination of your account by Shopscript under this section will also result in the termination of all relevant Service Orders in effect.

11.2 Consequences of Termination. Upon the termination of these Platform Terms or your account, all the rights and licenses granted to you by Shopscript under these terms will immediately cease. You must discontinue the use of the Platform Services and return or destroy all Confidential Information of Shopscript that is in your possession or under your control. Additionally, all Fees owed as per Section 4 (Fees and Payment Terms) will become immediately due and payable.

11.3 Survival. The provisions of this Section and any other sections that, by their nature, are intended to survive, will remain in effect after termination. This includes: 3 (Use of the Platform Services), 4 (Fees and Payment Terms), 5.3 (Marketing and Publicity Rights), 5.4 (Reservation of Rights), 5.5 (Feedback), 6.3 (Retention of Customer Data), 7 (Confidential Information), 8 (Representations and Warranties), 9 (Indemnification), 10 (Disclaimer of Warranties; Limitation of Liability), 12 (Dispute Resolution), and 13 (General).

12. Dispute Resolution

12.2 Exceptions. Notwithstanding Section 12.1, this agreement does not waive, limit, or preclude the right of either party to: (a) bring an individual action in a small claims court; (b) seek an enforcement action through a relevant federal, state, or local agency if that action is available; (c) request injunctive relief in aid of arbitration from a court with appropriate jurisdiction; or (d) file a lawsuit in a court of law to address a claim of intellectual property infringement.

12.1 General. In order to resolve disputes between you and Shopscript efficiently and cost-effectively, you and Shopscript agree that any dispute related to these Platform Terms or a relevant Service Order will be resolved through binding arbitration. Arbitration is a less formal process than a lawsuit in court, involving a neutral arbitrator rather than a judge or jury. It may also have more limited discovery than a court proceeding, and its decisions may be subject to limited review by courts. Arbitrators can grant the same remedies as a court, and this agreement to arbitrate applies to all claims arising out of or related to these Platform Terms, regardless of whether they are based on contract, tort, statute, fraud, misrepresentation, or any other legal theory. This agreement also covers claims arising during or after the termination of these Platform Terms or a relevant Service Order. By agreeing to these Platform Terms, you and Shopscript are waiving the right to a trial by jury or to participate in a class action, and these terms will be subject to and governed by the Federal Arbitration Act.

12.3 Arbitrator. Arbitration between you and Shopscript will be conducted under the Federal Arbitration Act, with procedures governed by the American Arbitration Association's ("AAA") Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules"), as modified by these Platform Terms. The AAA will administer the arbitration. The AAA Rules and filing forms can be found online at www.adr.org, or by calling the AAA at 1-800-778-7879, or by contacting Shopscript. The arbitrator has exclusive authority to settle disputes concerning the interpretation, applicability, or enforceability of this binding arbitration agreement.

12.4 Notice; Process. If you intend to seek arbitration, you must first send a written Notice of the dispute to the other party by U.S. Mail (“Notice”). Shopscript's address for Notice is provided in Section 13. This Notice should include: (a) a description of the nature and basis of the claim or dispute; and (b) a statement outlining the specific relief you are seeking ("Demand"). The parties should make good faith efforts to resolve the claim directly. If they don't reach an agreement to do so within thirty (30) days after the Notice is received, either you or Shopscript may initiate arbitration proceedings. During the arbitration, the amount of any settlement offer made by either party should not be disclosed to the arbitrator until the arbitrator issues a final decision and award, if any.

12.5 Fees. If you initiate arbitration as per these Platform Terms, Shopscript will reimburse you for your payment of the filing fee, unless your claim exceeds $15,000, or as determined by the AAA Rules. Any arbitration hearing will occur at a mutually agreed location in New York, New York. However, if the claim is for $15,000 or less, you can choose the method of arbitration, which may include (a) a document-based proceeding; (b) a telephone hearing without in-person appearance; or (c) an in-person hearing as directed by the AAA Rules in the county (or parish) of your billing address. If the arbitrator deems that either your claim or the relief sought in your Demand is frivolous or brought for an improper purpose (as defined by the standards in Federal Rule of Civil Procedure 11(b)), the payment of all fees will be determined by the AAA Rules, and you will be required to reimburse Shopscript for all expenses it has previously covered and that are now your responsibility under the AAA Rules. Regardless of the arbitration method, the arbitrator must issue a reasoned written decision that adequately explains the essential findings and conclusions upon which the decision and award, if any, are based. Both parties agree to keep this written decision and any information exchanged during arbitration confidential, except to the extent necessary for the enforcement or limited judicial review of the award. The arbitrator can award injunctive relief as a remedy in any arbitration required under this Section 12.

12.6 No Class Actions. Both you and Shopscript agree that any claims brought by either party will be in your individual capacity and not as a plaintiff or class member in any class or representative action. Additionally, unless both parties agree otherwise, the arbitrator cannot consolidate more than one person's claims and cannot preside over any form of a representative or class proceeding.

12.7 Modifications. Unless otherwise provided in these Platform Terms, if Shopscript makes changes to this arbitration provision in the future, except for changes to Shopscript's address for Notice, you have the right to reject such changes by sending written notice to Shopscript's address for Notice within thirty (30) days of the change. In this case, the arbitration provision as it existed immediately before the changes you rejected will continue to govern disputes between you and Shopscript.

12.8 Enforceability. If Section 12.6 (No Class Actions) is found to be unenforceable, the entirety of this Section 12 will be null and void.

13. General

13.1 Entire Agreement. These Platform Terms, along with any relevant Service Order, constitute the complete agreement between you and Shopscript concerning your use of the Platform Services. They supersede and replace all previous written or oral agreements between you and Shopscript related to your use of the Platform Services. In cases of conflict between these Platform Terms and a Service Order, these Platform Terms will prevail unless the Service Order explicitly states otherwise. All Service Orders for the purchase of Platform Services are subject to these Platform Terms unless otherwise specified in the Service Order. The Shopscript Plus Terms and Conditions govern Service Orders for the purchase of Professional Services and take precedence over these Platform Terms in matters related to the subject of Professional Services. Any terms or conditions proposed by you in any order form or similar document will be deemed rejected by Shopscript and have no effect. Any modifications or amendments to these Platform Terms or any relevant Service Order must be made in writing and signed by both you and Shopscript, except as otherwise stated in these Platform Terms.

13.2 Notice. All notices required under these Platform Terms must be in writing and in English. Notice is considered fully given and received under the following conditions: (a) upon personal delivery; (b) five (5) business days after mailing by registered or certified mail, with return receipt requested and postage prepaid; (c) one business day after being deposited with a commercial overnight carrier, with written proof of receipt; (d) when delivered, in cases where email notice is explicitly allowed in these Platform Terms. Notices to you may be sent to the mailing or email address linked to your account or as specified in a relevant Service Order. Shopscript may provide notices or messages about the Platform Services or these Platform Terms by posting them on the Shopscript Website.

13.3 Assignment. You cannot assign or transfer your rights or obligations under these Platform Terms without prior written consent from Shopscript. Any attempt by you to assign or transfer these Platform Terms without such consent will be null and void. Shopscript is free to assign or transfer its rights or obligations under these Platform Terms without any restrictions. Nevertheless, the Platform Services will continue to operate as specified in these Platform Terms. These Platform Terms will be binding and beneficial to the parties, their successors, and authorized assigns, subject to the provisions above.

13.4 Governing Law. These Platform Terms will be interpreted and enforced under the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, regardless of its conflict of laws principles. Except as otherwise provided in Section 12 (Dispute Resolution), the exclusive jurisdiction for disputes not subject to arbitration will be the state and federal courts located in New York, New York. You and Shopscript agree to waive all rights to challenge this jurisdiction.

13.5 Severability. If any term or condition of these Platform Terms is found to be illegal or unenforceable, it will be severed from the rest of these Platform Terms without affecting the legality or enforceability of the remaining parts.

13.6 Waiver. The failure of Shopscript to enforce any right or provision of these Platform Terms will not be considered a waiver of that right or provision. Waiver of any right or provision will only be effective if in writing and signed by an authorized representative of Shopscript. Except as expressly set forth in these Platform Terms, any exercise by either party of its remedies under these Platform Terms will not affect its other remedies under these Platform Terms or elsewhere.

13.7 Force Majeure. Shopscript is not responsible or liable to you for any delays or failures in the event that Shopscript's operations or activities are disrupted due to events or causes beyond Shopscript's reasonable control. This includes, but is not limited to, acts of God, equipment failures, terrorist threats or acts, air raids, acts of public enemies, war (whether declared or undeclared), civil unrest, insurrections, riots, epidemics, pandemics, fires, explosions, earthquakes, floods, hurricanes, unusually severe weather, blackouts, internet service failures, embargoes, labor disputes or strikes (whether legal or illegal), labor or material shortages, transportation disruptions of any kind, work slowdowns, any laws, rules, regulations, actions, orders, or requests made by any governmental or quasi-governmental entity (valid or not), or any other cause not specifically mentioned.

13.8 Independent Contractors. You and Shopscript are not considered agents of one another. The relationship between you and Shopscript is that of independent contractors.

13.9 Support. For customer support, please send an email to hello@shopscript.co.