Terms of Service
Effective date: May 30, 2024
These Terms of Service (the “Terms”) govern your access to and use of the products, services, software, websites, and applications (collectively, the “Services”) offered by Shopi Studio (“Shopi Studio,” “we,” “our,” or “us”). By accessing or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, please do not access or use the Services.
1. Services
Shopi Studio designs, develops, and supports commerce applications, integrations, and related technology solutions across platforms including Shopify, Facebook, Instagram, and TikTok. The scope of work, delivery timelines, fees, and other project-specific details will be documented in a mutually executed statement of work, service order, or similar agreement (each, an “Order”). If there is a conflict between these Terms and an Order, the Order will control.
2. Shopify & TikTok App Licenses
When you install a Shopi Studio Shopify app (including TikTok Feed), we grant you a non-exclusive, revocable license to use the app within your Shopify organization while your subscription remains active. You may not sublicense, reverse engineer, or publicly distribute the app without our written consent. We may suspend or terminate access if (a) you breach these Terms, (b) Shopify, TikTok, or another platform suspends your account, or (c) continued access would create a security, legal, or reputational risk.
3. Eligibility & Accounts
To use the Services, you must be at least 18 years old and capable of entering into a legally binding contract. You are responsible for any accounts created for or by your organization, including the confidentiality of login credentials, the activity that occurs through those accounts, and ensuring that all information provided to us is complete and accurate.
4. Customer Responsibilities
You agree to collaborate in good faith, provide timely feedback and approvals, supply required assets (including brand guidelines, copy, data feeds, and API keys), and ensure that your use of the Services complies with all applicable laws and with the terms and policies of the commerce platforms and third-party services that you use. You remain solely responsible for the legality of the products, content, and campaigns you launch through our work.
5. Fees & Payment
Fees are set forth in the applicable Order. Unless otherwise stated, invoices are due within fifteen (15) days of receipt. Late payments may incur a service charge of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is less. You are responsible for all taxes, duties, and governmental assessments associated with the Services, excluding taxes based on Shopi Studio’s net income.
6. Intellectual Property
Each party retains ownership of its pre-existing intellectual property and any materials independently developed outside of the Services. Subject to your full payment of all applicable fees, we grant you a non-exclusive, worldwide, royalty-free license to use, reproduce, and display the deliverables created for you under an Order. We may reuse and build upon our underlying tools, frameworks, and know-how, provided that we do not disclose your confidential information.
7. Confidentiality
Both parties agree to protect the other party’s confidential information with the same degree of care they use to protect their own confidential information, but in no event less than reasonable care. Confidential information may be disclosed to employees, contractors, and advisors who need to know the information for purposes of the Services and who are bound by confidentiality obligations at least as protective as those in these Terms.
8. Support & Maintenance
During an active subscription, Shopi Studio provides email support via team@shopi-studio.app. We respond to critical production issues within two (2) business hours and all other inquiries within one (1) business day. Support covers bug fixes, security updates, and assistance using documented functionality. Custom features, training, or integration work may require a separate Order. You agree to provide the logs, access, and context we need to diagnose issues.
9. Publicity
Unless otherwise stated in an Order, Shopi Studio may identify you as a client in marketing materials, on our website, and in case studies. We will not disclose details of the Services that you identify as confidential.
10. Platform Terms & Third-Party Services
Many Services depend on APIs or ecosystems operated by Shopify, Meta (Facebook and Instagram), TikTok, or other third parties. You acknowledge that your use of those third-party services is subject to their separate terms and policies. We are not responsible for changes in third-party platforms, limitations, outages, or enforcement actions that affect the Services.
11. Warranties & Disclaimers
We warrant that we will perform the Services in a professional and workmanlike manner consistent with industry standards. To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not guarantee that the Services will achieve particular business outcomes, that integrations will remain compatible if third parties change their APIs, or that the Services will be error-free.
12. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or exemplary damages, including lost profits, business interruption, or loss of data, even if advised of the possibility of such damages. Each party’s total liability arising out of or relating to these Terms or the Services will not exceed the fees paid or payable to Shopi Studio under the applicable Order during the twelve (12) months preceding the event giving rise to the claim.
13. Indemnification
You agree to indemnify, defend, and hold harmless Shopi Studio and our officers, directors, employees, and contractors from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your use of the Services, (b) your breach of these Terms or applicable law, or (c) any content, products, or data you provide to us.
14. Term & Termination
These Terms remain in effect while you access or use the Services. Either party may terminate an Order for material breach if the breach is not cured within thirty (30) days after written notice. Upon termination, you will pay all fees due for Services rendered and reimbursable expenses incurred through the effective date of termination. Sections intended to survive termination, including Sections 6 through 17, will remain in effect.
15. Feedback
If you provide feedback, ideas, or suggestions about the Services, you grant Shopi Studio a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you.
16. Governing Law & Dispute Resolution
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law principles. The parties will endeavor to resolve any dispute through good faith negotiations. If the parties cannot resolve a dispute within thirty (30) days, the dispute will be finally resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will take place in Wilmington, Delaware, and the language of the arbitration will be English. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
17. Modifications
We may update these Terms from time to time by posting the revised version on this page with an updated effective date. Your continued use of the Services after the changes become effective constitutes acceptance of the revised Terms.
18. Miscellaneous
Neither party may assign these Terms or any Order without the prior written consent of the other party, except that either party may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, or agency relationship. If any provision is held to be unenforceable, the remaining provisions will remain in full effect.
Contact
If you have questions about these Terms, please contact us at team@shopi-studio.app.
This document is provided for informational purposes only and does not constitute legal advice. Please consult with your legal counsel to ensure these Terms meet your specific requirements.