Last updated: August 26, 2022
Thank you for using Shoplift!
To be eligible to use Shoplift Platform (as defined below), you must review and accept these Shoplift Terms of Service (this "Agreement" or these "Terms" ) by clicking on the "Get" or "Signup" button or other mechanism provided. PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS OR USING THE SHOPLIFT PLATFORM, YOU AGREE TO THESE TERMS AND CONDITIONS WITH PLURALITY WEB PRODUCTS, LLC. ("SHOPLIFT," “us,” or “we”). IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE "I ACCEPT" BUTTON AND YOU SHOULD NOT USE THE SHOPLIFT PLATFORM.
In this Agreement, "you," "your" and "Customer" will refer to you. If you are using the Shoplift Platform on behalf of an entity or other organization, you are agreeing to these Terms for that entity or organization and representing to Shoplift that you have the authority to bind that entity or organization to these Terms (and, in which case, the terms "you", "your" and "Customer" will refer to that entity or organization).
These Terms. Shoplift may revise these Terms from time to time. If Shoplift does revise these Terms, the revised Terms will supersede prior versions, effective at the beginning of your next subscription renewal. Shoplift will provide you advance notice of any material revisions. This notice will be provided via the account portal and/or via an email to the email address Shoplift has on file. For other revisions, Shoplift will update the effective date of these Terms at the top of the page. Shoplift encourages you to check the effective date of these Terms whenever you visit Shoplift’s website or account portal. Your continued access or use of the Shoplift Platform constitutes your acceptance of any revisions, effective at the beginning of your next subscription renewal. If you don't agree to the revisions, you should cancel your subscription to the Shoplift Platform. Subject to the foregoing, no amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties.
Provision of Shoplift Platform. Subject to the terms and conditions of this Agreement, Shoplift will use commercially reasonable efforts to make the Shoplift Platform available to Customer pursuant to this Agreement based on the pricing plan for the Shoplift Platform selected by Customer. Customer may permit its third party contractors, subject to confidentiality and use obligations at least as restrictive as those set forth in this Agreement, to access and use the Shoplift Platform solely in connection with services provided by such third party contractors to Customer. If Customer is an agency, such rights may, as agreed by the parties, be restricted to access and use on behalf of only certain Agency Clients, and Customer will only use the Shoplift Platform on behalf of such Agency Clients that have authorized Customer to use the Shoplift Platform on their behalf within the scope of Customer's other bona fide agency responsibilities for such Agency Client.
Customer Responsibilities. Customer acknowledges that Shoplift’s performance of the Shoplift Platform is dependent on Customer providing all reasonably required cooperation (including the prompt provision of access to Customer Content), and Customer will provide all such cooperation in a diligent and timely manner. Customer will be solely responsible for the accuracy, quality, integrity and legality of Customer Content. Customer hereby grants to Shoplift a limited, non-exclusive, worldwide license to use, reproduce, create derivative works of, distribute, publicly perform and display Customer Content to provide the Shoplift Platform to Customer.
Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Shoplift Platform, Licensed Material or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Shoplift Platform, Licensed Material or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Shoplift Platform or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Shoplift Platform, except as permitted by law; (e) interfere in any manner with the operation of the Shoplift Platform or the hardware and network used to operate the Shoplift Platform; (f) modify, copy or make derivative works based on any part of the Shoplift Platform or Documentation; (g) access or use the Shoplift Platform to build a similar or competitive product or service; (h) attempt to access the Shoplift Platform through any unapproved interface; or (i) otherwise use the Shoplift Platform, Licensed Material, or Documentation in any manner that exceeds the scope of use permitted under the section titled “Provision of Shoplift Platform” or in a manner inconsistent with applicable law (including, without limitation, Applicable Data Protection Laws), the Documentation, or this Agreement. Customer acknowledges and agrees that the Shoplift Platform will not be used, and are not licensed for use, in connection with any time-critical or mission-critical functions. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Shoplift or its licensors on the Licensed Material or any copies thereof.
Ownership Rights. As between the parties, Shoplift owns and will retain all right, title and interest in and to the Shoplift Platform and any improvements thereto, and Customer (or, if Customer is an agency, its Agency Client(s)) owns and will retain all right, title and interest in and to the Customer Content and Customer Websites (excluding any Shoplift Platform embedded therein). No rights are granted other than as expressly set forth herein.
Feedback. Customer may from time to time provide Shoplift suggestions or comments for enhancements or improvements, new features or functionality or other feedback with respect to the Shoplift Platform. Shoplift will have the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
Shoplift Platform Improvements and Marketing. Notwithstanding anything herein, Shoplift shall have the right to collect and analyze data and other information relating to the use and performance of the Shoplift Platform and related systems and technologies and Shoplift will be free to (i) use such information and data to develop, improve and provide Shoplift offerings, and (ii) use and disclose such data in aggregate or other anonymous and de-identified form for marketing purposes and otherwise in connection with its business.
Customer. Customer warrants that it has the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the Customer Content and Customer Websites (excluding the Shoplift Platform embedded therein) in connection with the Shoplift Platform as contemplated herein. Without limiting the foregoing, if Customer is an agency, it warrants that it has been granted the necessary rights from each of its Agency Clients to use the Shoplift Platform and Customer Content related to such Agency Client on such Agency Client's behalf.
DISCLAIMER. THE SHOPLIFT PLATFORM AND ANY BETA SERVICES (AS DEFINED BELOW) ARE PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW. SHOPLIFT HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE SHOPLIFT PLATFORM AND BETA SERVICES. WITHOUT LIMITING THE FOREGOING, SHOPLIFT DOES NOT WARRANT THAT THE SHOPLIFT PLATFORM OR BETA SERVICES WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.
BETA SERVICES. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH SHOPLIFT WHERE CUSTOMER GETS TO USE ALPHA OR BETA SERVICES, PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, "BETA SERVICES") OFFERED BY SHOPLIFT. THE BETA SERVICES ARE NOT GENERALLY AVAILABLE, AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL SHOPLIFT BE LIABLE TO YOU FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF SHOPLIFT HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR (II) DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY YOU DURING THE SIX (6) MONTHS PRECEDING THE INCIDENT OR CLAIM. THE FOREGOING PROVISIONS ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT
Payment. Customer will pay Shoplift the fees set forth in Shoplift's standard pricing plan, as may be updated from time to time, or any other order forms for the Shoplift Platform ordered by you and accepted in writing by Shoplift. Shoplift may change the terms of its pricing plan at any time by updated the pricing plan web pages on its website located at https://www.shoplift.ai/#pricing (the "Site"). Customer is responsible for checking the Site for any updates to the applicable pricing plan. All changes to Shoplift’s pricing plan will be effective upon Customer's next subscription renewal. All fees are due and payable at the beginning of your subscription term and each renewal thereof. Shoplift may restrict or suspend Customer's access to the Shoplift Platform if payment is not made at the start of the current payment period. Except as otherwise mutually agreed upon in writing, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable, except as expressly set forth herein. Customer is solely responsible for collecting and paying any fees associated with transactions between Customer's end users and Customer.
Taxes. All amounts and fees stated or referred to in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, "Taxes"). Customer shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Shoplift’s net income.
What We Collect:
Term. The term of this Agreement will commence on the date these Terms are accepted by you and continue until your account is terminated as set forth below.
Termination and Suspension. Shoplift may terminate or suspend your account in the event you commit any breach of any provision of these Terms, and Shoplift may terminate your account effective at the end of your then-current subscription upon written notice to you of non-renewal of your subscription. Shoplift may also terminate or suspend your account immediately for cause if: (a) there is reason to believe the traffic created from your use of the Shoplift Platform or your use of the Shoplift Platform is fraudulent or negatively impacting the operating capability of Shoplift Platform; (b) Shoplift determines, in its sole discretion, that providing the Shoplift Platform is prohibited by law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Shoplift Platform; or (c) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding. If Shoplift suspends your account, Shoplift will make a reasonable attempt to notify you. Note that no refund will be provided in the event of any suspension or termination of your account.
Survival. Upon termination of this Agreement or your account, Customer will discontinue any further use of the Shoplift Platform and all rights and obligations will immediately terminate, except that any terms or conditions that by their nature should survive such termination will survive, including the terms and conditions relating to payment, proprietary rights, confidentiality, disclaimers, indemnification, limitations of liability and termination, and the general provisions below.
Customer will defend, indemnify and hold Shoplift and its affiliates harmless against any actual or threatened claim, loss, liability, proceeding, governmental investigation or enforcement action arising out of or relating to the Customer Content, Customer Websites or its breach of these Terms ("Claim"). Shoplift and its affiliates will cooperate as fully as reasonably required in the defense of any Claim, at Customer's expense. Shoplift reserves the right, at Customer's expense, to retain separate counsel for themselves in connection with any Claim or, if Customer has not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any Claim that is subject to indemnification under this Section. Customer will pay all costs, reasonable attorneys' fees and any settlement amounts or damages awarded against Shoplift or its affiliate in connection with any Claim. Customer will also be liable to Shoplift for any costs and attorneys' fees Shoplift incurs to successfully establish or enforce Shoplift’s right to indemnification under this Section.
Export Controls. The Shoplift Platform may be subject to applicable export control laws and economic sanctions regulations. In receiving the Shoplift Platform, you agree to comply strictly with all domestic and international export laws and economic sanctions regulations as they apply to the Shoplift Platform, and to the extent consistent with these Terms, to obtain any necessary license or other authorization to export, re-export, or transfer such software or other aspects of the Shoplift Platform. These laws include restrictions on destinations, users and end use. Without limitation, you may not transfer any aspect of the Shoplift Platform without U.S. government authorization to any entity on a U.S. government exclusion list (e.g., the Department of Commerce's List of Denied Persons, Entity, or Unverified List, and the Treasury Department's List of Specially Designated Nationals and Consolidated Sanctions List). You represent that you are not on a U.S. government exclusion list or under the control of or an agent for any entity on such a list, and you further warrant that you will immediately discontinue use of the Shoplift Platform if you become placed on any such list or under the control of or an agent for any entity placed on such a list.
Publicity. Shoplift may use Customer's name and logo on Shoplift’s website and marketing materials to identify Customer's relationship with Shoplift, and Shoplift may publicize that Customer is a customer of Shoplift and utilizes the Shoplift Platform.
Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party's prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
Waiver. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
Governing Law. The enforceability and interpretation of the arbitration provisions below will be determined by the Federal Arbitration Act (including its procedural provisions). Apart from such arbitration provisions, this Agreement will be governed by the laws of the State of New York, exclusive of its rules governing choice of law and conflict of laws, and all disputes arising out of the Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts of New York, and the parties hereby consent to the personal jurisdiction of these courts. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to Customer must be sent to the email or other address set forth in in your account information. Notices to Shoplift must be sent to the following address: Shoplift, 712 Fifth Ave. Floor 7, New York, NY 10019 Attn: Legal.
Entire Agreement. This Agreement comprises the entire agreement between Customer and Shoplift with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Shoplift, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. There shall be no force or effect to any different terms of any pre-printed purchase order or similar forms of Customer, even if signed by the parties after the date hereof.
Force Majeure. Shoplift will never be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control ("Force Majeure Event"), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.
Interpretation. For purposes hereof, "including" means "including without limitation".