TERMS OF SERVICE

Shoptera

Last updated: January 1, 2025

These Terms of Service ("Terms") govern your access to and use of the website at shoptera.ai ("Website") and the Shoptera platform, including all software, services, and documentation provided through the Website or a dedicated application ("Platform").

By registering for or using the Platform, you confirm that you have read, fully understood, and agreed to be legally bound by these Terms and to comply with all applicable laws and regulations, including any future amendments thereof.

1. Introductory Provisions

1.1 PARTIES. These Terms constitute a binding contractual agreement between you ("you" or "Client") and Statistix s.r.o., reg. ID: 21035334, registered office Kaprova 42/14, Staré Město, 110 00 Prague, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague ("we", "us"). The company is not a VAT payer.

1.2 AUTHORITY TO BIND. If you are entering into this agreement on behalf of a company, business, or other legal entity, you represent and warrant that you have all necessary authority to bind that legal entity to these Terms.

1.3 SUPPLEMENTAL DOCUMENTS. Any supplemental terms, policies, or documents published on the Website or within the Platform are expressly incorporated into these Terms by reference.

1.4 BUSINESS USE ONLY. The parties expressly agree that the services provided under these Terms are not intended for consumers. The Platform is designed exclusively for businesses and shall be used solely in the course of a commercial or professional activity.

1.5 LANGUAGE. These Terms are provided in English, which constitutes the legally binding version. A Czech-language informational translation may be made available on the Website; in the event of any inconsistency between language versions, the English version shall prevail.

2. Scope of Services and Conclusion of Agreement

2.1 DESCRIPTION OF THE PLATFORM. The primary purpose of the Platform is to provide automated optimisation of product XML feeds for e-commerce stores, with the aim of improving their performance in Google Shopping. The Platform enables: (i) connection to and continuous retrieval of the Client's product XML feed; (ii) automated feed quality diagnostics through the Feed Health feature; (iii) generation of optimisation suggestions ("Suggestions") by AI Agents specialised in individual data types — including product titles, descriptions, categories, GTIN codes, duplicate detection, variant attributes, condition, age group, gender, and bundle identification; (iv) review, acceptance, or rejection of each Suggestion by the Client; (v) application of accepted changes to the managed feed and its automatic synchronisation. The specific AI Agents and features available on the Platform may change over time.

2.2 ACCURACY OF AI AGENT OUTPUTS. You acknowledge that all Suggestions and recommendations generated by the Platform's AI Agents are the result of an automated process and are not manually verified by us. The quality and accuracy of outputs depends on the completeness and correctness of the data contained in your product feed. Suggestions are intended as a basis for your own decision-making — you should assess each one before accepting it. You expressly acknowledge that you bear sole responsibility for the final state of your feed and for any decision to accept or reject a Suggestion.

2.3 CONCLUSION OF THE AGREEMENT. The Platform will be made available to you under an agreement of which these Terms form an integral part ("Agreement"). The Agreement is formed as follows:

2.3.1 ORDER. You select the Subscription Plan (as defined below) that meets your needs through the Website. You are required to provide true, current, and complete information in the order form.

2.3.2 ORDER CONFIRMATION. Upon submission of your order, we will confirm it by sending an order confirmation to the contact email address provided, together with your Platform access credentials. We reserve the right to decline an order, in particular if you have previously breached these Terms or applicable law.

2.3.3 FORMATION OF THE AGREEMENT. The Agreement is formed upon our confirmation of your order. The Platform will be made available to you once the applicable Subscription Fee has been received.

3. Registration and User Account

3.1 USER ACCOUNT. To use the Platform, you must register and create a user account ("Account"). A single Account may be used to manage multiple e-commerce projects, each with its own Subscription Plan and settings.

3.2 ACCOUNT SECURITY. You are responsible for maintaining the confidentiality of your access credentials and for all activity conducted under your Account. If you become aware of any unauthorised use of your Account or any other security breach, you must notify us promptly. We are not liable for any damage arising from your failure to comply with this obligation or from any delay in reporting a security incident.

3.3 ACCURACY OF REGISTRATION DATA. You agree to provide registration information that is true, accurate, current, and complete, and to keep it up to date at all times. Providing false, inaccurate, or incomplete information entitles us to suspend or terminate your Account, terminate the Agreement, and deny any current or future access to the Platform.

3.4 ACCESS BY THIRD PARTIES. You may provide access to the Platform within your Account solely to your employees, partners, or contractors, exclusively for purposes carried out on your behalf. Such access may not be granted for remuneration or in connection with the provision of services to third parties.

3.5 DATA RETENTION AND BACKUPS. The Platform is not a backup service. You are solely responsible for regularly backing up your data, Suggestions, and project settings. We are not obliged to provide you with any Platform data following termination of the Agreement. Project data is retained for 18 months from the date of last processing; if you wish to preserve your data beyond this period, you must export or back it up in advance.

4. Subscription Plans and Billing

4.1 SUBSCRIPTION PLANS. Access to the Platform requires the selection of a Subscription Plan applicable to each individual project. The available plans, their features, and pricing are set out below and on the Website:

The Free Plan provides a one-time analysis of up to 10 products and is intended solely for evaluation purposes. Suggestions are generated continuously throughout the day at regular intervals rather than all at once. One Account may manage multiple projects, each under a separate Subscription Plan.

4.2 SUBSCRIPTION FEE AND CHANGES. The subscription fee ("Subscription Fee") and billing period ("Subscription Period") for each plan are as stated on the Website. We reserve the right to modify the Subscription Fee, plan parameters, or Platform features at any time. Any such change will not affect Subscription Periods already paid for.

4.3 AUTOMATIC RENEWAL. Paid Subscription Plans renew automatically at the start of each new Subscription Period until cancelled. We will notify you of an upcoming renewal by email. If you cancel prior to the end of the current Subscription Period, the cancellation takes effect upon its expiry and you retain access to the Platform until that date.

4.4 CANCELLATION. You may cancel your subscription at any time through the project settings within the Platform. No refunds are issued for unused portions of a Subscription Period, unless otherwise stated in these Terms. Upon expiry of the last paid Subscription Period, access to the Platform for the relevant project will be suspended or downgraded to the Free Plan, if available.

4.5 PLAN CHANGES. The Subscription Plan for a project may be changed at any time during the Subscription Period:

4.5.1 UPGRADE. Upon upgrading to a higher plan, the current Subscription Period will end immediately and a new one will begin. The unused portion of the fee paid for the remaining current period will be credited against the fee for the new plan.

4.5.2 DOWNGRADE. Downgrading to a lower plan takes effect at the start of the next Subscription Period.

4.6 PAYMENT. When selecting a paid plan, you will choose a payment method to be used for Subscription Fee charges. Payment processing is handled by third-party providers and may be subject to their own terms and conditions. Subscription Fees are charged at the beginning of each Subscription Period.

4.7 NO REFUNDS. All Subscription Fees are non-refundable, except as expressly provided in these Terms or as required by applicable law.

4.8 FAILED PAYMENTS. In the event of a failed payment, you will be notified by email and we will attempt to reprocess the payment. If the subsequent attempt also fails, we are entitled to suspend your Account or the affected project. Access will be restored upon settlement of the outstanding Subscription Fee.

5. Service Level

5.1 AVAILABILITY. We aim to make the Platform available at all times but cannot guarantee uninterrupted or error-free operation. Unless expressly stated otherwise for a specific Subscription Plan, we do not commit to any particular availability level.

5.2 EXCEPTIONS. We bear no service-level or maintenance obligations in respect of issues caused by:

5.2.1 INCOMPATIBILITY. Use of equipment, software, or services that are not supported, recommended, or are prohibited under these Terms.

5.2.2 UNAUTHORISED USE. Use of the Platform in a manner not permitted or expressly prohibited by these Terms.

5.2.3 THIRD-PARTY CAUSES. Disruptions caused by you, third parties, or circumstances beyond our reasonable control, including but not limited to: insufficient or unavailable internet connectivity, cyber attacks, malware, natural disasters, force majeure events (floods, war, pandemics, etc.), civil unrest, or public network failures.

5.2.4 INFRASTRUCTURE PROVIDER OUTAGES. Outages or availability issues caused by providers of hosting, cloud, or other infrastructure services necessary for operating the Platform, where such issues arise without our fault.

5.2.5 BREACH OF TERMS. Issues arising as a consequence of your breach of these Terms, including late payment or misuse of the Platform.

5.3 PLANNED MAINTENANCE. Scheduled maintenance windows may be carried out as part of the Platform's operation. You will be notified in advance by email. Planned downtime is not counted as unavailability for the purposes of any service level assessment.

6. Licence and Intellectual Property

6.1 SOFTWARE AS A SERVICE. The Platform is operated and provided exclusively as a Software as a Service (SaaS). You do not purchase or own any software. Access to the Platform is provided solely through your Account, protected by login credentials.

6.2 OWNERSHIP. The Platform is our exclusive property. All rights therein — including intellectual property rights in trademarks, trade secrets, copyrighted materials, AI models, agent algorithms, and databases — are and shall remain our sole property.

6.3 LIMITED LICENCE. To the extent that any applicable authority determines that a licence is required to provide access to the Platform, we grant you a revocable, non-exclusive, non-transferable, time-limited licence to use the Platform solely for its intended purpose and in accordance with your chosen Subscription Plan. This licence does not include any right to sublicense, redistribute, reproduce, make available to third parties for remuneration, or reverse-engineer any part of the Platform.

6.4 DATABASE RIGHTS. All databases made available through the Platform are further protected by our sui generis database maker's rights.

7. User Obligations and Prohibited Conduct

7.1 PROHIBITED ACTIVITIES. You may not use the Platform for any purpose other than that for which it is made available. You agree not to, and shall not permit others to:

7.1.1 use the Platform or any part thereof other than as expressly permitted under these Terms;

7.1.2 decompile, reverse engineer, disassemble, or attempt to derive the source code of any part of the Platform, including its AI models or agent algorithms;

7.1.3 circumvent, disable, or otherwise interfere with any security features of the Platform;

7.1.4 rent, lease, sublicense, lend, resell, or distribute access to the Platform or any part thereof;

7.1.5 provide access to the Platform or your Account to third parties without proper authorisation, or as part of providing your own services to third parties.

7.2 MONITORING. We reserve the right (but not the obligation) to monitor use of the Platform for compliance with these Terms and applicable law, and to take appropriate action — including reporting to relevant authorities — in respect of any detected violations.

8. Platform Modifications

8.1 RIGHT TO MODIFY. We reserve the right, with prior notice, to change, update, or remove features of the Platform, or to suspend or discontinue the Platform or any part of it, temporarily or permanently, at our sole discretion — including for the purposes of improving functionality, stability, or security. We shall not be liable to you or any third party for any such modification, suspension, or discontinuation.

8.2 UPDATES. All updates, upgrades, and corrections to the Platform are considered part of the Platform and are governed by these Terms, including all provisions relating to licence, usage restrictions, and ownership.

9. Third-Party Content and Services

9.1 THIRD-PARTY SOURCES. The Platform may link to third-party websites or draw on data from external sources (for example, product databases or e-commerce store pages accessed as part of the Attribute Enrichment Agent feature). Such content and third-party websites are not verified by us for accuracy, appropriateness, or legality. Your use of any third-party sources is at your own risk and is not governed by these Terms.

10. Warranties and Limitation of Liability

10.0 ACKNOWLEDGEMENT OF RISK. You expressly acknowledge and agree that: (i) the Platform operates through automated AI processes and its outputs, including all Suggestions, are not reviewed or verified by us prior to being made available to you; (ii) acceptance of any Suggestion and any resulting modification to your product feed is made entirely at your own risk and discretion; (iii) the Platform is a decision-support tool and does not replace your own professional judgment; (iv) the performance of your Google Shopping campaigns, your compliance with Google Merchant Center policies, and the results of any advertising activity are outside our control and are not guaranteed by us in any way.

10.1 REMEDIES. If the Platform fails to perform materially in accordance with these Terms, our entire liability and your sole remedy shall be, at our option: (i) remediation of the Platform defect, or (ii) termination of the Agreement and a refund of the pro-rata Subscription Fee for the unused portion of the current Subscription Period.

10.2 WARRANTY DISCLAIMER. The Platform and all related services are provided on an "as is" and "as available" basis, to the fullest extent permitted by law. We expressly disclaim all warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In particular, we make no warranty that: (a) the Platform or its outputs will meet your specific business requirements; (b) operation will be uninterrupted or free from errors; or (c) Suggestions generated by AI Agents will always be accurate, complete, or current.

10.3 EXCLUSION OF LIABILITY. To the maximum extent permitted by applicable law, we shall not be liable to you or any third party for any direct, indirect, incidental, consequential, special, or punitive losses (including loss of profit, loss of revenue, loss of data, loss of business opportunity, or reputational damage) arising from: (i) inability to access or use the Platform, or any downtime, outage, or interruption thereof, regardless of cause; (ii) any decision made on the basis of AI Agent Suggestions, including any modification applied to your product feed as a result of an accepted Suggestion; (iii) rejection, suspension, or disapproval of products, feeds, or your account by Google Merchant Center or any other platform; (iv) any change to Google's algorithms, Shopping policies, feed specifications, or ranking criteria; (v) any decline in the performance, reach, or results of your advertising campaigns; (vi) any loss, corruption, deletion, or unavailability of your product feed data or other content stored within the Platform, howsoever caused, including as a result of technical failure, database error, infrastructure outage, or any act or omission on our part. This exclusion applies regardless of whether the possibility of such loss was foreseeable or whether we had been advised of it.

10.3a DATA LOSS AND FEED INTEGRITY. We expressly disclaim all responsibility for the loss, corruption, alteration, or unavailability of any data stored within the Platform, including product feeds, Suggestions, project settings, and processing history. The Platform does not constitute a primary data storage or backup solution. You are solely responsible for maintaining up-to-date copies of your product feed and any data you consider business-critical. We do not guarantee the integrity, completeness, or continued availability of any data processed or stored by the Platform at any given time. In the event of data loss caused by technical failure or any other cause — including causes attributable to us — our liability is limited exclusively to the remedies set out in Section 10.1 of these Terms.

10.3b CAMPAIGN PERFORMANCE AND GOOGLE COMPLIANCE. We make no representation or warranty, express or implied, that the use of the Platform or acceptance of any Suggestion will improve the performance of your Google Shopping campaigns, increase your product visibility, or result in compliance with Google Merchant Center requirements or policies. Google's feed specifications, approval criteria, and advertising policies may change at any time without notice. We are not responsible for monitoring such changes or for updating the Platform's AI Agents to reflect them in real time. You remain solely responsible for ensuring that your product feed complies with the applicable requirements of Google and any other advertising platform to which you submit it.

10.4 SPECIFIC EXCLUSIONS. Without limiting the foregoing, we expressly exclude liability for:

10.4.1 errors, inaccuracies, incomplete data, or outdated outputs generated by AI Agents, regardless of the cause;

10.4.2 loss or corruption of product feed data, Suggestions, or project configurations stored within the Platform;

10.4.3 the availability, quality, or scope of any free or trial-tier features;

10.4.4 unauthorised access to your Platform data resulting from a security breach on your side;

10.4.5 outages or data loss caused by third-party infrastructure providers, including cloud hosting, database, and CDN services;

10.4.6 any suspension, restriction, or penalisation of your Google Merchant Center account or advertising campaigns;

10.4.7 payment transactions carried out for the purpose of paying Subscription Fees;

10.4.8 inability to use the Platform due to inadequate hardware or software on your side.

10.5 EXCEPTIONS. The limitations of liability set out in this Section shall not apply to damages resulting from our gross negligence, bad faith, wilful misconduct, or intentional breach.

10.6 LIABILITY CAP. Our total aggregate liability for all losses arising from or in connection with the Agreement or the use of the Platform shall in no event exceed the total Subscription Fees actually paid by you during the one (1) Subscription Period immediately preceding the event giving rise to the claim.

11. Indemnification

11.1 INDEMNITY. You agree to defend, indemnify, and hold harmless us and our officers, employees, agents, successors, and assignees ("Indemnified Parties") from and against any losses, damages, liabilities, claims, demands, and expenses (including reasonable legal fees) asserted by any third party arising out of or in connection with:

11.1.1 your use of the Platform;

11.1.2 your breach of these Terms;

11.1.3 any infringement of third-party rights, including intellectual property rights;

11.1.4 any untruth or inaccuracy in your representations and warranties under these Terms.

11.2 COOPERATION. We reserve the right, at your expense, to assume exclusive control of any matter for which you are required to indemnify us. You agree to provide us with reasonable cooperation in the defence of any such claim.

12. Term and Termination

12.1 DURATION. These Terms and the Agreement entered into hereunder remain in effect until terminated by:

12.1.1 withdrawal from the Agreement;

12.1.2 notice of termination;

12.1.3 cancellation of the Subscription Plan, deletion of the Account, and cessation of Platform use by you;

12.1.4 dissolution of either party (corporate or natural person) with liquidation;

12.1.5 mutual written agreement of both parties.

12.2 EXCLUSION OF OTHER MEANS. Both parties expressly exclude any means of termination of the Agreement other than those specified in these Terms, to the fullest extent permitted by applicable law. Both parties further expressly exclude the application of Section 2370 of Act No. 89/2012 Coll., the Czech Civil Code, as amended ("Civil Code").

12.3 TERMINATION BY YOU. You may terminate the Agreement at any time and for any reason by cancelling your Subscription Plan and deleting your Account in accordance with Section 4.4 of these Terms.

12.4 TERMINATION BY US. We may terminate the Agreement at any time and for any reason by providing written notice (including by email, platform notification, or in-app message) with a notice period of one (1) month commencing from the date of delivery. In such event, you are entitled to a refund of the pro-rata Subscription Fee for the unused portion of the current Subscription Period.

12.5 WITHDRAWAL. Withdrawal from the Agreement is permitted in the following circumstances:

12.5.1 FREE PLAN. Either party may withdraw from the Agreement at any time while you are on the Free Plan. All access to the Platform will be immediately revoked. No refund or compensation shall be due.

12.5.2 BREACH OF TERMS. Either party may withdraw from the Agreement if the other party fails to comply with these Terms. Withdrawal takes effect immediately upon delivery of a written notice specifying the grounds. If withdrawal is caused by our breach, you are entitled to a pro-rata refund of the unused Subscription Period. If you are the breaching party, no refund shall be due.

12.6 REJECTION OF AMENDMENTS. The Agreement may also be terminated as a result of your rejection of amendments to these Terms under Section 17.4. In such event, you are entitled to a pro-rata refund of the Subscription Fee for the unused portion of the Subscription Period remaining as of the date of termination.

13. Governing Law and Jurisdiction

13.1 GOVERNING LAW. These Terms and any Agreement concluded hereunder shall be governed by and construed in accordance with the laws of the Czech Republic.

13.2 JURISDICTION. Both parties expressly agree that any dispute arising from or in connection with the Agreement shall be subject to the exclusive jurisdiction of the courts of the Czech Republic, specifically the court with general jurisdiction over us.

14. Severability and Waiver

14.1 WAIVER. No failure or delay by either party to exercise any right or remedy under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any further exercise thereof.

14.2 SEVERABILITY. If any provision of these Terms is found to be unlawful, void, or unenforceable, it shall be deemed severable and limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect. Any such provision shall be reinterpreted to give the greatest effect to its original intent permissible under applicable law.

15. Electronic Communications

15.1 ELECTRONIC COMMUNICATIONS. Registering for the Platform, sending emails, and completing online forms constitute electronic communications. You consent to receiving electronic communications and agree that all agreements, notices, disclosures, and other communications provided to you electronically — whether by email, via the Website, or within the Platform — satisfy any legal requirement that such communications be in writing. You further agree to the use of electronic signatures, contracts, orders, and records, and to electronic delivery of notices, policies, and transaction records.

16. Personal Data

16.1 DATA PROTECTION. We are committed to the protection and privacy of personal data. We are aware that, in the course of providing our services, we process personal data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council ("GDPR"), and we comply with all applicable legal and ethical rules governing such processing.

16.2 PRIVACY POLICY. Before using the Platform, you are required to review our Privacy Policy, available at shoptera.ai/privacy-policy.

16.3 DATA PROCESSING AGREEMENT. In the course of providing our services, we may process personal data on your behalf and in accordance with your instructions (for example, personal data contained within your product feeds). For this purpose, we hereby conclude a data processing agreement, the current terms of which are available at shoptera.ai/data-processing-agreement.

17. Miscellaneous

17.1 ASSIGNMENT. The Agreement is binding upon you and your respective successors and assignees. You may not assign the Agreement or any rights and obligations arising from it to any third party without our prior express written consent, which may be withheld at our sole discretion. We may assign any or all of our rights and obligations to a third party at any time without restriction.

17.2 FEEDBACK. Any questions, comments, suggestions, ideas, or other information regarding the Platform ("Feedback") that you provide to us shall be treated as non-confidential and shall become our sole property. We shall be entitled to unrestricted use of such Feedback for any lawful purpose without acknowledgment or compensation to you. You hereby grant us an exclusive, perpetual, irrevocable, and royalty-free licence to any such Feedback and waive any right to remuneration in connection therewith.

17.3 ENTIRE AGREEMENT. These Terms, as accepted by you, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior written or oral agreements, representations, and communications relating thereto.

17.4 AMENDMENTS. We reserve the right to amend these Terms to a reasonable extent. You will be notified of any change by email and/or by a notification displayed within the Platform. You have the right to reject any amendment by written notice (including by email or Platform message), which will result in termination of the Agreement under Section 12.6. Your continued use of the Platform following notification of a change constitutes your acceptance of the updated Terms. Any new Agreement concluded after an amendment takes effect shall be governed by the Terms in force at the date of conclusion.

17.5 EXCLUSION OF CERTAIN PROVISIONS. Both parties expressly exclude the application of Sections 557, 1798, 1799, and 1800 of the Civil Code.

Statistix s.r.o. | Reg. ID: 21035334 | Kaprova 42/14, Staré Město, 110 00 Prague | shoptera.ai