Terms of service

Thank you for using Shoplift!

These Terms of Service (these "Terms" or this "Agreement") govern your access to and use of the Shoplift Platform and our website at https://www.shoplift.ai. By clicking a button or checking a box that references these Terms, or by accessing or using the Shoplift Platform, you agree to be bound by these Terms with Plurality Digital Inc. d/b/a Shoplift ("Shoplift," "us," or "we") and acknowledge that you have read our Privacy Policy at https://www.shoplift.ai/privacy-policy. If you do not agree to these Terms, do not use the Shoplift Platform.

In this Agreement, "you," "your" and "Customer" will refer to you. The Shoplift Platform is offered for business use only, and you represent that you are at least 18 years old. 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). Acceptance of these Terms, or of any revision to them, by an Authorized User binds Customer.

IMPORTANT NOTES:

• Shoplift DOES NOT PROVIDE WARRANTIES OR INDEMNITIES FOR THE SHOPLIFT PLATFORM, AND THESE TERMS LIMIT SHOPLIFT'S LIABILITY TO YOU.
• DISPUTES RELATING TO THIS AGREEMENT, YOUR ACCOUNT OR THE SHOPLIFT PLATFORM MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY, as described in the section labeled "Governing Law" below.

Definitions

"Agency Client" means a merchant on whose behalf an agency Customer uses the Shoplift Platform.

"API Documentation" means Shoplift's published technical documentation for the Shoplift API at docs.shoplift.ai, as updated from time to time.

"Authorized User" means an employee or contractor of Customer whom Customer permits to access the Shoplift Platform under Customer's account.

"Customer Content" means all data, content, and materials that Customer or its Authorized Users submit to, or that Shoplift collects from Customer Websites through, the Shoplift Platform.

"Customer Websites" means the Shopify stores connected to Customer's account.

"Documentation" means Shoplift's then-current user guides and technical documentation at docs.shoplift.ai, including the API Documentation.

"Shoplift Platform" means Shoplift's proprietary A/B testing, personalization, and conversion optimization software and services, including the web application, the Shopify app, scripts deployed to Customer Websites, the Shoplift API, and related Documentation.

These Terms

Shoplift may revise these Terms from time to time. Shoplift will give notice of material revisions through the account portal or by email. A material revision, including any revision to the Arbitration paragraph, takes effect when you accept it through the account portal, which Shoplift may require before you continue using the Shoplift Platform, or fifteen (15) days after notice, whichever is earlier. A revision to the Data Processing Addendum, other than an update to its list of sub-processors, is a material revision. Other revisions take effect when posted. Your continued access or use of the Shoplift Platform after a revision takes effect constitutes your acceptance of it. New features may be subject to additional terms presented when you enable them, which you accept by using the feature. Subject to the foregoing, no amendment or modification to this Agreement will be effective unless assented to in writing by both parties.

Shoplift Platform

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.

Free Trial

If Customer registers for a free trial, Shoplift will make the Shoplift Platform available on a trial basis until the earlier of the end of the trial period or the start of a paid subscription. Trial access is provided as-is, may be limited in features, and may be modified or terminated by Shoplift at any time. Unless Customer cancels before the trial ends, the trial converts to a paid subscription at the plan selected.

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 is solely responsible for the design, content, and legality of the tests, personalizations, and other changes it deploys to Customer Websites through the Shoplift Platform, including compliance with consumer protection, pricing, advertising, accessibility, and anti-discrimination laws. Test results, statistics, recommendations and other output of the Shoplift Platform are provided for Customer's information only, and Customer is solely responsible for the decisions it makes and the changes it deploys based on them. 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. Customer will not submit to the Shoplift Platform payment card numbers, protected health information, government identification numbers, or other data subject to heightened legal requirements, and Shoplift has no liability for any such data Customer submits. Customer will not deploy the Shoplift Platform where it would collect protected health information.

Restrictions

Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access or use the Shoplift Platform or Documentation, or sublicense, sell, resell, rent, lease, distribute or otherwise transfer them, except as expressly allowed herein; (b) modify, adapt, translate, copy or make derivative works based on any part of the Shoplift Platform or Documentation; (c) 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; (d) interfere in any manner with the operation of the Shoplift Platform or the hardware and network used to operate the Shoplift Platform, or conduct any security or vulnerability testing of the Shoplift Platform without Shoplift's written permission; (e) access or use the Shoplift Platform to build a similar or competitive product or service; (f) access or attempt to access the Shoplift Platform through any interface other than the Shoplift web application, the Shoplift Shopify app, or the Shoplift API used in accordance with this Agreement; or (g) otherwise use the Shoplift Platform 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 is 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 Shoplift Platform or Documentation.

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 ("Feedback"). 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

Subject to the Data Processing Addendum, 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, and Customer Content that has been de-identified so that it does not identify Customer, any individual, or any Customer Website, in aggregate or other anonymous and de-identified form for benchmarking, industry insights, marketing purposes and otherwise in connection with its business. This section does not permit Shoplift to use personal data it processes on Customer's behalf except as the Data Processing Addendum allows. Customer consents to Shoplift's use of Customer Content to train, evaluate and improve the models Shoplift uses for Customer, and this Agreement constitutes Customer's written consent to that use. Shoplift does not use personal data of visitors to Customer Websites for this purpose. Customer may opt out of this training use at any time by emailing legal@shoplift.ai; the opt-out applies to data received after Shoplift processes the request, and features that depend on this use may not be available to Customer after the opt-out. Such usage data and de-identified data are owned by Shoplift, are not Customer Content, and may be retained after termination of this Agreement.

Third-Party Platforms

The Shoplift Platform operates on and depends on Shopify and may interoperate with other third-party services Customer chooses to connect. Shoplift does not control those platforms, and Customer's use of them is subject to their terms. Shoplift is not responsible for any change, outage, or restriction imposed by Shopify or another third party that affects the Shoplift Platform, and may modify the Shoplift Platform as reasonably necessary to respond to such changes. As between Shoplift and Shopify, Shoplift is solely responsible for the Shoplift Platform and for any liability arising from Customer's access to or use of it, including Shoplift's access to, use and storage of data from Customer Websites. Shopify is not liable for any fault in the Shoplift Platform or any harm that may result from its installation or use and, except where Shopify expressly states otherwise, cannot provide assistance with its installation or use. This paragraph does not limit the disclaimers or limitations of liability in this Agreement as between Customer and Shoplift.

Shoplift API

Shoplift may make available an API and related documentation (the "Shoplift API") for programmatic access to the Shoplift Platform. Customer may use the Shoplift API solely in connection with Customer Websites and in accordance with the API Documentation, which may change from time to time.

API Keys. API keys are confidential and may grant broad access to Customer's account and store data. Customer will keep keys secure, will not expose them in client-side code or any publicly accessible location, and will rotate any key it suspects has been compromised. Customer may provide a key to its permitted contractors and to third-party tools, AI assistants, or automated agents acting on Customer's behalf, but will not otherwise share keys. Customer is responsible for all activity under its keys, including actions taken by any such tool, assistant, or agent. Shoplift may rotate or revoke any key at any time where it reasonably believes the key is compromised or misused.

Rate Limits. Shoplift may set and change limits on API usage and may throttle or reject requests that exceed them. Throttling is not a breach of this Agreement or a service interruption. Customer will not circumvent rate limits, including by distributing requests across multiple keys, accounts, or stores.

Changes. Shoplift may modify, version, or discontinue any part of the Shoplift API. For changes that break existing integrations, Shoplift will use commercially reasonable efforts to give reasonable advance notice via the API Documentation or email, except where a change is needed for security, legal, or third-party platform reasons. Changes to the Shoplift API and the API Documentation take effect as described in this paragraph, notwithstanding the section titled "These Terms."

Suspension. Shoplift may suspend or revoke API access, without suspending Customer's account, if Customer's use of the Shoplift API violates this Agreement, threatens the security or performance of the Shoplift Platform, or exposes Shoplift to liability. Shoplift will make a reasonable attempt to notify Customer and to restore access once the issue is resolved.

AI Features

The Shoplift Platform may include features that use artificial intelligence or machine learning, including models provided by third parties ("AI Features"). Output may be inaccurate, incomplete or inconsistent, and is provided "AS IS" under the section titled "Warranties and Disclaimers." Customer is responsible for reviewing output before relying on it or deploying it, and for any test, change or content it chooses to deploy.

Instruction for AI Features. AI Features are part of the Shoplift Platform and are available to Customer on acceptance of this Agreement. By accepting this Agreement and using the Shoplift Platform, Customer instructs and authorizes Shoplift to process the data that the Data Processing Addendum describes for AI-assisted features, including by sending it to the third-party model providers named there as sub-processors. That instruction is a documented instruction under the Data Processing Addendum and constitutes Customer's written consent to that processing. Customer may ask Shoplift to disable AI Features for its account at any time by emailing legal@shoplift.ai, and Shoplift will stop the related processing going forward.

Acceptable Use. Customer will not use AI Features to generate content that is unlawful, infringing or deceptive, to attempt to extract or reconstruct data belonging to other Shoplift customers, or to interfere with the models or their safeguards. Shoplift may suspend or limit AI Features for Customer, without suspending Customer's account, where their use violates this Agreement or threatens the Shoplift Platform, and will make a reasonable attempt to notify Customer.

Data Protection

To the extent Shoplift processes personal data on Customer's behalf in providing the Shoplift Platform, the parties agree to the Data Processing Addendum at https://www.shoplift.ai/data-processing-addendum, which is incorporated into this Agreement. Shoplift's handling of personal data it collects for its own purposes is described in the Privacy Policy. In the event of conflict between the Data Processing Addendum and these Terms, the Data Processing Addendum prevails as to personal data Shoplift processes on Customer's behalf.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other under this Agreement that is marked confidential or that a reasonable person would understand to be confidential, including Customer Content, API keys, pricing, and non-public information about the Shoplift Platform. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, was known to the receiving party before disclosure, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without a duty of confidentiality. The receiving party will use Confidential Information only to perform its obligations or exercise its rights under this Agreement, will protect it with at least reasonable care, and will disclose it only to its employees, contractors, and advisors who need to know it and are bound by obligations at least as protective as this section. The receiving party may disclose Confidential Information where required by law or court order, provided that, where legally permitted, it gives the disclosing party prompt notice and reasonable assistance in seeking protective treatment. These obligations continue for three (3) years after termination of this Agreement and, for trade secrets, for as long as they remain trade secrets.

Warranties and Disclaimers

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. Customer will maintain a privacy policy on each Customer Website that discloses the use of third-party testing and analytics technologies, and will obtain any consents from visitors required by applicable law for the Shoplift Platform's collection of visitor data and for the data it exchanges with third-party services Customer chooses to connect, such as analytics and marketing platforms. Customer is responsible for configuring those services to honor visitor consent.

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.

Limitation of Liability

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

Payment

Customer will pay Shoplift the fees set forth in Shoplift's standard pricing plan, as may be updated from time to time. Shoplift may change the terms of its pricing plan at any time by updating the pricing plan web pages on its website located at https://www.shoplift.ai/pricing (the "Pricing Page"). Customer is responsible for checking the Pricing Page 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.

Termination

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. Subscriptions renew automatically for successive periods equal to the initial billing period until Customer cancels by uninstalling the Shoplift Shopify app or through the account portal, effective at the end of the current period.

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.

Indemnification

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, including any claim that the Shoplift Platform, as deployed on Customer Websites, collected or disclosed visitor data without a required notice or consent ("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.

General

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. Customer may opt out at any time by emailing legal@shoplift.ai.

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 waiver of a provision of this Agreement must be in writing and signed by the party granting the 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. Subject to the Arbitration paragraph below, any claim that is not subject to arbitration, and any proceeding to compel arbitration or to confirm or enforce an award, will be brought exclusively in the state or federal courts located in New York County, New York, and the parties consent to the personal jurisdiction of those courts. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

Arbitration. Any dispute arising out of or relating to this Agreement or the Shoplift Platform will be resolved by binding, confidential arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in New York, New York, in English. Claims may be brought only in a party's individual capacity, and not as a plaintiff or class member in any class, consolidated, or representative proceeding, and the arbitrator may not award relief on that basis. Either party may instead bring an individual claim in small claims court, or seek injunctive relief in the courts named in this section to protect its intellectual property or Confidential Information. Judgment on the award may be entered in any court of competent jurisdiction. Before starting an arbitration, a party will give the other written notice of the dispute, and the parties will attempt in good faith to resolve it for thirty (30) days. The arbitrator, not a court, decides whether a dispute is subject to this section. A court, not the arbitrator, decides whether the class waiver is enforceable; if it is not, that claim proceeds only in court. For any claim not subject to arbitration, each party waives its right to a jury trial. This paragraph applies to disputes arising before or after acceptance of these Terms, except a dispute of which a party gave written notice before then. A revision to this paragraph does not apply to any dispute of which either party had notice before the revision took effect.

Notices

Any notice required or permitted to be given hereunder will be given in writing by email, personal delivery, certified mail, return receipt requested, or overnight delivery. Notices to Customer must be sent to the email or other address set forth in your account information. Notices to Shoplift must be sent to legal@shoplift.ai or to the following address: Plurality Digital Inc. d/b/a Shoplift, 712 Fifth Ave. Floor 7, New York, NY 10019 Attn: Legal. Notice by email is given when sent.

Entire Agreement

This Agreement, including the Data Processing Addendum, comprises the entire agreement between Customer and Shoplift with respect to its subject matter, and supersedes all prior published versions of these Terms and all prior and contemporaneous proposals, statements, sales materials and presentations. 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".

Security

Shoplift maintains administrative, physical, and technical safeguards designed to protect Customer Content, as further described in the Data Processing Addendum. Security vulnerabilities and suspected API key compromises may be reported to security@shoplift.ai.