Terms of Service

Last Modified: October 13, 2026

These Terms of Service ("Terms") are the commercial terms for a ShopPros subscription: what you pay, how billing and renewal work, how to cancel, and what happens if a payment fails. You accept them at checkout when you subscribe, by clicking accept or by using the Service, for yourself and on behalf of the business you subscribe for ("you"). By accepting, you represent that you are at least 18 years old, that you are authorized to bind that business, and that you agree to these Terms on its behalf and your own. Your electronic acceptance has the same legal effect as a handwritten signature.

How each person may use the software is covered by the ShopPros End-User License Agreement, which every user accepts when they create an account. How we handle personal information is covered by the Privacy Policy. Both of those agreements form part of these Terms. If you have a signed order form, enterprise agreement, or master agreement with us, that agreement governs where it conflicts with these Terms. Coaches separately enter into a Coach Agreement with us which governs our relationship with them, and we are not responsible for any coach's acts, omissions, advice, or recommendations.

1. Who you are contracting with

ShopPros is operated by ShopPros Inc., a corporation organized under the laws of the Province of Ontario, Canada (“we”, “us”, “our” or the “Company”). ShopPros Inc. is the company you contract with and that bills you. These Terms are governed by the laws of the Province of Ontario, Canada, without regard to its conflict-of-laws rules, and any suit, action, or proceeding arising out of or relating to these Terms or the Service will be brought exclusively in the courts of the Province of Ontario, Canada.

Your invoices and receipts name ShopPros Inc., and payments are handled through its account with our payment processor.

You must provide accurate and complete information to register for an account to use our Services. You may not share your account credentials or make your account available to anyone else and are responsible for all activities that occur under your account. If you create an account or use the Services on behalf of another person or entity, you must have the authority to accept these Terms on their behalf.

2. The Service

ShopPros is an agentic data analytics and business performance platform. ShopPros helps businesses (hereinafter referred to as “shops” or “shop”):

• track their operating performance;
• view financial summaries;
• set targets and plans; and
• receive coaching guidance, including from AI and, if you choose, from an independent business coach. We are not responsible for the conduct, advice, recommendations, services, or acts or omissions of any coach, including any decisions you make based on information or recommendations provided by a coach.

We may improve, change or remove features over time. If we remove a feature that is material to your subscription, we will tell you in advance where we reasonably can.

License to use the Service. Subject to these Terms and your subscription, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your and your business's internal business purposes during your subscription. You must not copy, modify, distribute, sell, rent, or create derivative works of the Service; reverse engineer or attempt to derive its source code (except to the extent the law permits despite this restriction); remove proprietary notices; or use the Service to build or offer a competing product.

Our intellectual property. We and our licensors own all right, title and interest in and to the Service, including its software, features, content, and look and feel, and all related intellectual property rights. Except for the limited right granted above, no rights are transferred to you, and all rights not expressly granted are reserved. "ShopPros" and our logos may not be used by you without our prior written consent.

Feedback. If you give us suggestions or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you.

3. Subscriptions

One subscription per Shop. A subscription covers one Shop's workspace. A ShopPros sales representative will confirm your plan and pricing, and your pricing is reconfirmed at the point of sale (checkout). The plan and price you are charged are the ones confirmed to you at the point of sale.

Billing periods. You choose a monthly or annual (yearly) billing period. Monthly plans continue month to month; you may change or cancel a monthly plan on at least thirty (30) days' advance notice, effective at the end of the monthly period in which that notice period ends. Annual plans are a fixed twelve (12) month commitment: once you purchase or renew an annual plan, the plan and price are fixed for that year, and the plan cannot be reduced, downgraded, or cancelled before the end of that annual term. If your payment cannot be completed, we may suspend or deactivate your access as described in Section 7 until payment is received.

Charged in advance. Fees are charged in advance for each billing period. Billing is aligned to the first day of each calendar month: you are charged $0 at signup, and your first invoice, issued on the first of the following month, covers a prorated charge for the partial period from signup plus the first full billing period in advance. Each later invoice issues on the first of the applicable period.

Automatic renewal. Your subscription renews automatically at the end of each billing period, for another period of the same length, until you cancel. By subscribing, you authorize us and our payment processor to charge your payment method for each renewal at the price then in effect for your plan.

Currency. You are billed in Canadian dollars.

Taxes. Fees do not include taxes. We add applicable sales, use, or similar taxes where we are required to collect them, and you pay them. If you are required to withhold tax, you will pay us the full amount as if no withholding applied, unless the law says otherwise.

Introductory, promotional and legacy pricing. If we offer you a discount or special price, we tell you at checkout or in writing how long it lasts. When it ends, your subscription continues at the price then in effect for your plan. Examples include a referral-code discount, a promotion, or a price for an existing customer for a fixed time. We will remind you before a special price ends.

Corporate domains. If you register an account using an email address provided by an organization, such as your employer, your account may be associated with that organization’s business account. If that occurs, we will notify you and may ask for your assistance in facilitating the transfer of the account, unless your organization has already informed you that it may monitor and control the account. Once the account has been transferred, the organization’s administrator will have authority over the account, including the ability to access any content and to limit, suspend, or terminate your access to the account.

Software and access. You may access the Service through a supported web browser (currently Google Chrome) or, where we make one available, through a ShopPros mobile application (the “App”). The App is licensed, not sold, and your use of it is also governed by the Shop User Agreement and any applicable app-store terms. Our Services may allow you to download software, such as mobile applications, which may update automatically to ensure you’re using the latest version. Our software may include open-source software that is governed by its own licenses that we’ve made available to you.

4. Price changes

We may change the price of a plan from time to time in our sole discretion. If we change the price of your plan:

• we will tell you at least thirty (30) days before the change takes effect;
• the new price applies from your next renewal, never in the middle of a period you have already paid for; and
• if you do not want to continue at the new price, you can cancel before the renewal and you will not be charged it.

We send price-change notices to the Shop's owner and billing contact. If a coach has been given access to your Shop, we also tell the coach. Any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase.

5. Cancelling

You can cancel at any time from your billing settings. There is no cancellation fee, and you do not need to contact us to do it.

When it takes effect. For monthly plans, cancellation requires at least thirty (30) days' advance notice and takes effect at the end of the monthly period in which that notice period ends. Annual plans may be cancelled effective at the end of the paid annual term and cannot be cancelled before then. You keep full access until cancellation takes effect.

• No further charges. After it takes effect, your subscription does not renew and you are not charged again.
• Your data stays. Your data stays in your workspace after cancellation, as described in section 7.

6. No refunds

Fees already paid are non-refundable, and part-periods are not prorated. This applies to every billing period, including yearly plans. If you pay for a year and cancel part-way through it, you keep access until the end of that year, and the unused part of the year is not refunded.

This does not affect any refund the law requires us to give that cannot be excluded by contract. If we charge you in error, for example a duplicate charge, we will correct it.

7. Missed payments, account deactivation, and your data

If a payment fails:

• we and our payment processor will retry it, and we will tell you in the app so you can update your payment method;
• your access continues for seventy-two (72) hours after the failed payment (or such other period as we determine in our discretion); and
• if the payment is still unpaid after that period, we may deactivate your account and suspend your access until payment is received, and we will send notice to the account holder.

We do not delete your data when a subscription lapses or is cancelled. It stays in your workspace, and subscribing or paying again restores full access. Data is deleted only when the account is closed or on request, as described in the Privacy Policy.

8. Payments

Payments are processed by Stripe. We do not receive or store your full card details. By providing a payment method, you confirm that you are authorized to use it, and you agree to Stripe's terms that apply to payers. Your invoices and receipts are available from your billing settings.

If you contract with us under a signed order form or enterprise agreement, payment may instead be by the method that agreement sets out.

9. Coaches and referral codes

You may subscribe using a business coach's referral code. If you do:

• you may receive the discount attached to that code;
• the coach who issued it is given access to your Shop's data, as described in the Shop User Agreement. The Shop's owner is emailed to say who has access and can remove it at any time from Settings → Members. A removal stands; a later renewal does not restore it; and
• we may pay the coach who issued the referral code a commission or other compensation for the referral.

A coach is an independent business, not our employee or agent. A coach cannot change your billing or your subscription. Any separate fees you agree with a coach are between you and the coach and are not part of your subscription.

10. Your data

As between you and us, the business and financial data you provide or connect remains yours. You grant us a non-exclusive, worldwide, royalty-free license to host, store, process, and transmit that data, and to share it with our service providers and the users and coaches you authorize, solely to provide, secure, support and improve the Service for you and to comply with law. We use your data to provide the Service to you, as described in the Shop User Agreement and the Privacy Policy. Your data includes personal information about your employees (collected when you set up and manage your users) and about your customers (including names, contact details, addresses, purchase history, and similar information that the Service accesses through your connected systems, such as your ERP or shop-management system). The Service may also generate contact lists and lead lists from that information, such as lists of customers who declined or deferred work or who are likely to buy. You are responsible for: (a) having all rights, notices, and consents needed to provide that information to the Service and to allow the users and coaches you authorize to access it; and (b) your use of any output, including any marketing, calling, texting, or other outreach to customers, which you must conduct in compliance with all applicable laws (including Canada’s Anti-Spam Legislation (CASL), applicable do-not-call rules, and other telemarketing and privacy laws). As between you and us, you are the controller of that information and we process it as your service provider on your instructions, as described in the Privacy Policy.

AI and training. We use AI models from third-party providers to produce parts of the Service. We may also develop and train our own AI models. We train our own models only on de-identified and aggregated data, and we do not train any AI model on data that identifies you, your business, your employees, or your customers.

Aggregate and de-identified data. We may create de-identified and aggregated data from use of the Service and use it to operate, secure and improve the Service. Permitted uses include producing industry and peer benchmarks and workflow and efficiency insights across shops. This data does not identify you, your business, your employees or your customers. We will not attempt to re-identify it, and we will not present it in a way that identifies you. We do not sell your personal information. Aggregated and de-identified data is not personal information, and we may use, disclose, share, and otherwise commercialize it without restriction, including to develop and train our own AI models.

Usage data. We may collect and use information regarding the performance, operation, and use of the Service (for example, feature usage, log data, and diagnostics) to develop, improve, support, secure and operate the Service, provided such information does not identify you.

11. Third-party services (including QuickBooks Online)

The Service can connect to third-party services you authorize, such as QuickBooks Online, your shop-management system, and your phone system. When you connect one, you authorize us to access data from it on your behalf to operate the Service.

Your use of those services is governed by their own terms and privacy policies. For QuickBooks Online, that means your agreements with Intuit. ShopPros is an independent developer and is not affiliated with, endorsed by, or sponsored by Intuit. "QuickBooks" and "Intuit" are trademarks of their respective owners. You may disconnect a third-party service at any time.

12. Acceptable use and suspension

Your use of the Service must follow the acceptable-use rules in the Shop User Agreement. We may suspend access to protect the Service, its users or third parties, or if you breach these Terms. We may suspend access immediately, without prior notice, if we reasonably believe your use of the Service poses a security risk, may harm the Service, other users, or third parties, may subject us to liability, or is unlawful; or if payment is overdue as described in Section 7. Where it is reasonable to do so, we will tell you first and give you a chance to fix the problem, and we will restore access promptly once the cause of the suspension is resolved.

13. No professional advice

The Service provides analytics, summaries, plans and coaching guidance for business information. It is not accounting, tax, legal, financial or employment advice. It does not replace your own professional advisors or your own books of record. You are responsible for the decisions you make using the Service.

14. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, EXCEPT TO THE EXTENT PROHIBITED BY LAW. WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW. WE DO NOT WARRANT THAT:

• THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE;
• DATA DRAWN FROM THIRD-PARTY SERVICES WILL BE COMPLETE OR ACCURATE; OR
• AI-GENERATED OUTPUT WILL BE CORRECT.

WE DO NOT GUARANTEE THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION, BE ACCURATE, OR BE FREE FROM ERRORS. WE ALSO DO NOT WARRANT THAT ANY CONTENT WILL REMAIN SECURE OR WILL NOT BE LOST, CORRUPTED, ALTERED, OR OTHERWISE AFFECTED. ANY OUTPUT GENERATED THROUGH THE SERVICES IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS USED AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT RELY ON ANY OUTPUT AS THE SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL, LEGAL, FINANCIAL, OR OTHER EXPERT ADVICE.

WE IMPLEMENT REASONABLE ADMINISTRATIVE, TECHNICAL, AND ORGANIZATIONAL MEASURES DESIGNED TO PROTECT DATA, BUT WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM UNAUTHORIZED ACCESS, CYBERATTACKS, SECURITY BREACHES, OR OTHER SECURITY INCIDENTS.

WE DO NOT GUARANTEE ANY INCREASE IN REVENUE, PROFITABILITY, EFFICIENCY, PRODUCTIVITY, BUSINESS PERFORMANCE, CUSTOMER RETENTION, OR ANY OTHER BUSINESS RESULT FROM THE USE OF THE SERVICE OR ANY OUTPUT.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, SUPPLIERS, AND DISTRIBUTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, ANY OUTPUTS GENERATED THROUGH THE SERVICES, OR YOUR USE OF OR RELIANCE ON THE SERVICES OR OUTPUTS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, COMPANY SHALL HAVE NO LIABILITY FOR ANY DECISIONS MADE, ACTIONS TAKEN, OR FAILURES TO ACT BASED ON ANY OUTPUTS, RECOMMENDATIONS, INSIGHTS, OR INFORMATION GENERATED, PROVIDED, OR MADE AVAILABLE THROUGH THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS ($100).

Exclusions. The exclusion of damages and the liability cap above do not limit: (a) your payment obligations; (b) your indemnification obligations under Section 19; (c) your breach of the license, use restrictions, or intellectual-property or confidentiality provisions of these Terms (including Sections 2, 22 and 23); or (d) liability arising from a party's gross negligence, willful misconduct, or fraud.

Some jurisdictions do not permit the exclusion of certain warranties or the limitation of liability for certain damages. Accordingly, some of the foregoing limitations may not apply to you, and these Terms shall apply only to the maximum extent permitted by applicable law.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law.

Company's affiliates, licensors, suppliers, service providers, and distributors are intended third-party beneficiaries of this Section and may enforce its terms directly.

16. Term and termination

These Terms apply from the day you subscribe until your subscription ends.

Ending by you. You may end your subscription by cancelling (section 5). Payments are non-refundable, except where required by law. These Terms do not override any mandatory laws regarding your cancellation rights.

Ending by us. We may end your subscription:

• if you materially breach these Terms and do not fix the breach within thirty (30) days of our notice (aside from payment which we may terminate or suspend your access to our Services or delete your account immediately upon failure to pay on the day it is due);
• immediately, if the breach cannot be fixed or the law requires it;
• if we must do so to comply with the law;
• if your use of our Services could cause risk or harm to the Company, our users or anyone else; or
• if we stop offering the Service. In that case we will give you reasonable notice and will refund any fees for the period after the Service stops.

On termination, the rights granted to you end. How long you can still export your data is set out in the Shop User Agreement. If you believe we have suspended or terminated your account in error, you can file an appeal with us by contacting us using the contact method set forth in Section 26 below.

The following sections survive termination: the intellectual-property and feedback provisions set forth in Section 2, and Sections 6, 10, 13, 14, 15, 17, 18, 19, 20, 22, 23 and 24.

17. Changes to these Terms

We may update these Terms. When we make material changes, we will update the effective date above and notify you before the changes apply. Changes to fees follow section 4. If you do not agree to a change, you can cancel before it takes effect. Otherwise, your continued use of the Service after it takes effect means you accept it.

We keep a record of which version of these Terms you accepted and when.

18. Electronic acceptance; additional terms

Electronic acceptance and records. You consent to receive these Terms, invoices, notices and records electronically, under the applicable Canadian electronic commerce legislation and applicable provincial law.

Automatic renewal. Your subscription renews automatically as described in section 3 until you cancel. We disclose the renewal term, the recurring charge, and how to cancel at checkout and in your billing settings, and we will send any renewal reminder required by applicable law. You may cancel at any time under section 5.

Jury-trial and class-action waiver. Either party may bring an individual claim in small-claims court, and either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT DISPUTES WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. If the class-action waiver is found unenforceable as to a claim, that claim will proceed in court.

General.

• The whole agreement. These Terms, the Shop User Agreement, the Privacy Policy and any signed order form are the entire agreement between us about your subscription constitute the sole and entire agreement between you and Company regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.
• Waiver and Severability. No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
• Assignment. You may not assign or transfer any rights or obligations under these Terms and any attempt to do so will be void, including by any merger, sale of assets, sale of stock, or otherwise. We may assign our rights or obligations under these Terms to any affiliate, subsidiary, or successor in interest of any business associated with our Services.
• Things outside our control. Neither of us is liable for delay or failure caused by events beyond our reasonable control.
• Notices. We send notices to you by email to the Shop's owner and billing contact, or in the app. You must send legal notices to us at the address or legal contact email for the contracting entity in Section 26, and notices are effective on receipt.
• Injunctive Relief. Notwithstanding anything to the contrary, either party may seek injunctive, equitable, or other non-monetary relief to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights, without posting a bond.
• Relationship of the parties. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, franchise, or employment relationship, and neither party may bind the other. Except as expressly stated (for our affiliates and the parties named in Section 15), there are no third-party beneficiaries.

19. Indemnification

To the fullest extent permitted by law, you will defend, indemnify and hold harmless ShopPros Inc., its affiliates, and their respective officers, directors, employees, contractors and agents from and against any third-party claims, and any resulting liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) your use of the Service in breach of these Terms, the Shop User Agreement, or applicable law; (b) the data or content you or your users provide, upload, or connect to the Service, including any claim that it infringes or misappropriates a third party's rights or violates privacy or other laws; or (c) your violation of the rights of a third party. We will promptly notify you of the claim, give you control of the defense (with our right to participate through our own counsel at our expense), and reasonably cooperate. You may not settle any claim in a way that imposes any obligation or admission on us without our prior written consent.

20. Time limit on claims

To the fullest extent permitted by law, any claim or cause of action you may have arising out of or relating to these Terms or the Service must be commenced within one (1) year after the cause of action accrues; otherwise, it is permanently barred.

21. Your account and responsibilities

You are responsible for your account and for all activity under it. You agree to provide accurate, current and complete information, to keep your login credentials confidential, to control which of your personnel and coaches have access and what they can do, and to ensure that everyone who uses the Service through your account complies with these Terms and the Shop User Agreement. This includes any person you allow to access your account, workspace, or data, such as your employees, independent contractors, officers, managers, directors, bookkeepers, accountants or CPAs, attorneys, and any and all other agents, advisors or service providers. You are responsible for each such person or entity, and you accept these Terms for yourself and on their behalf, and, by entering into these Terms, you bind each of them to these Terms as a condition of their access. You are responsible for your users' acts and omissions as if they were your own. Notify us promptly of any unauthorized access or suspected security incident. You are responsible for obtaining and maintaining the devices, software and internet access needed to use the Service.

You are responsible for maintaining your own copies of any data, reports, exports, or records you require for your business operations. The Service is not intended to be your sole system of record, and you should retain independent backups of data you import from your accounting, shop-management, or other connected systems.

22. AI features

The Service uses artificial intelligence to generate analyses, summaries, plans, coaching guidance and other output ("Output") from the data and instructions you submit ("Inputs"). You, and the users you authorize, are responsible for your Inputs and for reviewing, validating, and confirming any Output — including any insights or recommendations — before relying on or acting on it. To the fullest extent permitted by law, we are not responsible or liable for any inaccurate, incomplete, or unsuitable insights, recommendations, or other Output, or for any decision made or action taken in reliance on them.

Your responsibilities and restrictions. You represent that you have the rights needed to submit your Inputs and that they do not infringe any third party's rights or violate law. You must not use the AI features to: (a) submit unlawful, infringing, or malicious content; (b) submit personal, health, biometric, payment-card, or other sensitive or regulated information except as the Service is designed to receive it; (c) generate content that is unlawful, deceptive, or that you present as human-generated where that would mislead; or (d) use the Service, the AI features, or any Output to develop, train, or improve any competing product, model, or service, or to reverse engineer our models or prompts.

Nature of Output. AI Output is generated by statistical models and may be inaccurate, incomplete, biased, or not suitable for your purpose, and similar or identical Output may be generated for other customers. Output is not accounting, tax, legal, financial or employment advice (see Section 13), and we do not warrant it (see Section 14). We do not guarantee any particular result, performance improvement, or business outcome from using the Service or any Output. You are solely responsible for decisions you make based on Output.

Rights in Output. As between you and us, and to the extent permitted by law, we assign to you our rights, if any, in the Output generated for you from your Inputs. Ownership of the Service and the models, software and technology behind it remains with us and our licensors as described in Section 2.

23. Confidentiality

“Confidential Information" means non-public information disclosed by one party to the other that is marked or would reasonably be understood to be confidential, including our non-public pricing, product features, technology, and security information. The receiving party will use the disclosing party's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its personnel, affiliates and service providers who need it and are bound by confidentiality obligations. This does not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is rightfully obtained from a third party, and does not prevent disclosure required by law (with notice where permitted). Your business and personal data are handled under the Privacy Policy and Section 10. You acknowledge that a breach of this Section or of our intellectual-property rights may cause irreparable harm for which money damages are inadequate, and that we may seek injunctive or other equitable relief without posting a bond, in addition to our other remedies.

24. Compliance with Laws; Export and Sanctions

You will use the Service in compliance with all applicable laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and that you are not on any U.S. or other applicable restricted-party or sanctions list. You will not use or export the Service in violation of U.S. export-control or sanctions laws, and you will not use the Service for any unlawful purpose.

25. Service availability and beta features

We aim to keep the Service available but do not guarantee uninterrupted or error-free operation. The Service may be unavailable for maintenance, updates, or reasons beyond our control, and we may modify or discontinue features as described in Section 2. Unless we agree otherwise in a signed order form, we provide no specific up time or support commitment. From time to time, we may offer features identified as beta, preview, trial, or evaluation. These are provided "as is," may be changed or withdrawn at any time, and are excluded from any warranty and from any service or support commitment.

26. Contact

For any questions or comments about these Terms or your subscription, please contact Jeff Chesebrough at jeff.chesebrough@shoppros.com .

Intellectual-property complaints. If you believe content in the Service infringes your intellectual property rights, contact us at jeff.chesebrough@shoppros.com with details of the allegedly infringing material and your contact information. We may delete or disable content that we believe violates these Terms or is alleged to be infringing and will terminate accounts of repeat infringers where appropriate.