ShopGeniusAI Terms of Use
Welcome to ShopGeniusAI! By accessing or using our websites and services, you acknowledge and agree to be bound by the following Terms of Service. If you are registering on behalf of a legal entity, you represent that you have the authority to bind that entity and its affiliates to these terms. If you do not agree to all the provisions of these terms, or if you lack the necessary authority, please refrain from accessing or using ShopGeniusAI's services.
Effective Date: February 01, 2024
3.1 Services:* ShopGeniusAI will provide the Services to the Subscriber as per one or more online or written ordering documents, each considered a "Service Order," incorporating the Agreement.
3.2 Compliance with Laws:* ShopGeniusAI commits to adhering to all applicable laws and governmental regulations relevant to the provision of Services.
3.3 Personnel and Performance:* ShopGeniusAI is responsible for its personnel's performance, ensuring compliance with the Agreement. The term "Affiliate" denotes entities that ShopGeniusAI controls, is controlled by, or shares common control with, with "Control" defined as the direct or indirect control of fifty percent (50%) or more of an entity’s voting interests.
3.4 Documentation:* ShopGeniusAI will provide online documentation, available on our website homepage detailing ShopGeniusAI Software and usage guides for the Services.
3.5 Security Measures:* ShopGeniusAI will maintain Security Measures, including administrative, physical, and technical safeguards to ensure the security and integrity of the Services.
3.6 Protection of Subscriber Personal Data:* If ShopGeniusAI processes any Subscriber Personal Data, the terms of the Data Processing Addendum (DPA) will apply, incorporating the Standard Contractual Clauses for data protection.
4.1 Custodianship of Subscriber Data
In the relationship between ShopGeniusAI and the Subscriber, the Subscriber bears the responsibility for Subscriber Data and its provision to the Services in accordance with the terms outlined in the Agreement.
4.2 Oversight of Personnel and Performance
The Subscriber assumes the responsibility for the performance of its personnel, including employees and contractors, ensuring compliance with the terms and conditions set forth in the Agreement. In entering the Agreement, the Subscriber acts on behalf of its Affiliates utilizing the Services.
4.3 Integration of Non-ShopGeniusAI Services
The Subscriber has the option to utilize services outside the scope of those provided by ShopGeniusAI, referred to as "Non-ShopGeniusAI Services." By opting for Non-ShopGeniusAI Services, the Subscriber grants ShopGeniusAI permission to interoperate with these services as directed by the Subscriber or the Non-ShopGeniusAI Services. It is essential to note that ShopGeniusAI does not warrant or support Non-ShopGeniusAI Services, and the Subscriber assumes full responsibility for these services, including any disclosure, modification, or deletion of Subscriber Data. ShopGeniusAI holds no liability for any unavailability of Non-ShopGeniusAI Services or changes affecting interoperability.
4.4 Handling Third-Party Reports
ShopGeniusAI, acting as an intermediary, may receive notices from third parties ("Reporters") regarding Subscriber Data or the Subscriber’s use of the Services ("Reports"). ShopGeniusAI will promptly forward all Reports to an email address provided by the Subscriber designated to receive such Reports (the "Abuse Contact"). The Subscriber is obligated to acknowledge receipt of Reports and promptly address them with the Reporter, clarifying that the Subscriber is the appropriate party to handle the matter.
4.5 Subscriber's Commitments
The Subscriber agrees to:
- Comply with this ShopGeniusAI's Term of Use.
- Use the Services in accordance with the Agreement and applicable Documentation.
- Take commercially reasonable efforts to prevent unauthorized access or use of the Services.
- Promptly notify ShopGeniusAI of any unauthorized access or use of the Services.
- Respond to Reports in accordance with Section 4.4 (Third Party Reports).
- Not use the Services for fraudulent purposes or in violation of applicable laws and regulations.
- Restrict the use of the Services to Subscriber's personnel or end users only.
- Not use the Services to store, transmit, or display Malicious Code.
- Not interfere with the integrity or performance of the Services or third-party technology.
- Not attempt unauthorized access to ShopGeniusAI’s data centers, systems, or networks.
- Not permit access or use of the Services in a way that circumvents usage or capacity limits.
- Not sell, resell, license, sublicense, distribute, redistribute, rent, or lease the Services except as integrated with its own offerings.
- Not copy, modify, or create derivative works of the Services without authorization.
- Not access the Services or use the Documentation to develop a competitive product or service.
- Not reverse engineer, decompile, translate, disassemble, or extract source code of the Services.
- Not alter, remove, or obscure any copyright, trademark, or proprietary notices on the Services.
- Obtain and maintain necessary equipment and ancillary services for accessing the Services.
- Obtain consents necessary for the processing of Subscriber Data and personal information of designated contacts.
4.6 Service Notices
If ShopGeniusAI identifies potential violations of Subscriber obligations under Section 4, it will issue a Service Notice to the designated Abuse Contact, requesting appropriate action. Failure to comply within the specified timeframe may result in blocking access to the Services until corrective measures are taken. Persistent non-compliance may lead to termination of the Agreement by ShopGeniusAI.
5.1 Duration
These Terms remain effective during the term of any Service Order that incorporates the Agreement. The Service Order's term is specified within it, with renewals subject to notice by either party at least thirty (30) days before the end of the term.
5.2 Termination for Cause
In addition to ShopGeniusAI's right to terminate under Section 4.6 (Service Notices), either party may terminate the Agreement for cause with 30 days' notice in the event of a material breach that remains uncured at the end of the notice period. Termination may also occur if the other party undergoes insolvency, goes out of business, or ceases operations.
5.3 Survival
Certain terms and conditions intended to survive expiration or termination, such as those outlined in Sections 4.5(j), (k), (n), (o), and (p), including others related to Fees, Confidentiality, Licenses and Proprietary Rights, Limitation of Liability, Exclusion of Consequential and Related Damages, and Indemnification, shall persist beyond the expiration or termination of the Agreement.
Subscriber is obligated to pay all fees as specified in Service Orders and maintain accurate billing contact information. Unless otherwise stated, fees are payable in Euro, GB Pounds, or U.S. Dollars, with minimum commitments in Service Orders based on purchased Services, non-cancelable, and not subject to decrease during the specified term. Minimum commitment fees are non-refundable. Subscriber’s fee payments are not contingent on future functionality or features and are independent of statements not set forth in the Agreement or any Service Order.
7.2 Invoicing Terms
For payment methods other than credit cards, Subscriber shall provide a purchase order number or alternative proof of ability to pay specified fees in a Service Order. Invoices will be issued either monthly or according to the billing frequency in the Service Order. Credit card invoices are due on the invoice date, while other invoices are due net 30 days from the invoice date. Late interest charges may accrue at 1.5% per month or the maximum legal rate, and future renewals may be conditioned on shorter payment terms. Providing valid credit card information authorizes ShopGeniusAI to charge the credit card for specified Services.
7.3 Suspension of Service and Acceleration
If Subscriber's overdue amount is 30 or more days overdue (or 15 or more days overdue for credit card invoices), ShopGeniusAI may accelerate unpaid fees, making them immediately due, and suspend Services until overdue amounts are paid. ShopGeniusAI will provide at least 10 days' notice before blocking Services due to overdue payments.
7.4 Payment Disputes
During a good-faith dispute over an overdue amount, ShopGeniusAI refrains from exercising rights to block Services, accelerate payments, impose late charges, or alter payment terms under Sections 7.2 and 7.3. The parties will cooperate diligently to resolve the dispute.
7.5 Refund or Payment upon Termination
Upon termination of the Agreement in accordance with Section 5.2, ShopGeniusAI will refund prepaid fees for the remainder of the term. If terminated by ShopGeniusAI, Subscriber will pay any unpaid fees for the remainder of the term. Termination does not relieve Subscriber of fees for the period before termination. If Subscriber terminates without cause before the term ends, immediate liability for the balance of fees arises.
7.6 Taxes
Service fees exclude taxes, and Subscriber is responsible for paying all associated taxes. If ShopGeniusAI is required by law to pay or collect Taxes for which Subscriber is responsible, Subscriber will be invoiced accordingly. ShopGeniusAI is responsible for taxes against its income, property, and employees. If Subscriber qualifies for a tax exemption, a valid exemption certificate must be provided, and necessary information supplied for determining ShopGeniusAI's tax obligations.
In the context of this agreement, "Confidential Information" refers to information disclosed by one party ("Disclosing Party") to another party ("Receiving Party")—whether verbally or in writing—marked as confidential or, due to the nature of the information and the circumstances of disclosure, reasonably understood to be confidential. This encompasses various elements, such as Subscriber Data and Services. Confidential Information excludes data that is publicly known, previously known to the Receiving Party without confidentiality obligations, disclosed by a third party without confidentiality obligations, or independently developed by the Receiving Party without using the Disclosing Party's Confidential Information.
8.2 Confidentiality Obligations
Subject to Section 8.3 (Compelled Disclosure), the Receiving Party agrees not to disclose or make accessible any Confidential Information of the Disclosing Party to anyone other than its employees, directors, attorneys, agents, and consultants who need access for the purpose of this Agreement and have agreed to confidentiality obligations at least as stringent as those outlined in this Agreement. Both parties commit to safeguarding each other's Confidential Information with a level of care equal to, but not less than, the care they use to protect their own confidential information. The use of Confidential Information is limited to the scope defined in the Agreement.
8.3 Compelled Disclosure
If compelled by law to disclose Confidential Information, the Receiving Party will provide the Disclosing Party with prior notice and reasonable assistance at the Disclosing Party's cost if the Disclosing Party contests the disclosure. Any compelled disclosure will be limited to the extent required by law and subject to practical confidentiality protections. In the case of compelled disclosure in a civil proceeding where the Disclosing Party is a party and does not contest the disclosure, the Disclosing Party will reimburse the Receiving Party for the reasonable cost of compiling and providing secure access to the Confidential Information.
Subscriber grants ShopGeniusAI a limited, worldwide, nonexclusive, and revocable license to store, copy, transmit, and display Subscriber Data and to interoperate with Non-ShopGeniusAI Services necessary for providing Services under the Agreement. ShopGeniusAI gains no ownership rights in Subscriber Data.
9.2 ShopGeniusAI Software
Except for Open Source Software, ShopGeniusAI grants Subscriber a limited, non-transferable license to use ShopGeniusAI Software in connection with the subscribed Services. Open Source Software is governed by applicable Open Source Licenses, and Subscriber is granted a license to use it per those licenses.
9.3 Feedback
Subscriber provides ShopGeniusAI with a worldwide, perpetual, irrevocable, royalty-free license to use any feedback, suggestions, recommendations, or enhancements provided by Subscriber, incorporating them into the Services.
9.4 Support Related Deliverables
ShopGeniusAI grants Subscriber a worldwide, perpetual, non-exclusive license to use Deliverables developed by ShopGeniusAI for Subscriber's internal business purposes. ShopGeniusAI retains ownership rights to the Deliverables, while custom code containing Subscriber Confidential Information remains subject to confidentiality obligations.
9.5 Proprietary Rights
The Services, ShopGeniusAI Software, and Documentation are proprietary to ShopGeniusAI. ShopGeniusAI and its licensors retain all rights, title, and interest in them, including intellectual property rights. No rights are granted to Subscriber or ShopGeniusAI beyond those expressly stated in the Agreement.
If the Services include access to ShopGeniusAI Software and the Subscriber is a U.S. government agency or contractor, they receive rights consistent with regulations. Negotiations for additional rights must occur, and mutually acceptable terms must be documented in any applicable agreement.
The Services, ShopGeniusAI Software, and Documentation are subject to the export laws and regulations of the United States and other relevant jurisdictions. Any use or transfer of these components must comply with the applicable laws and regulations. Each party affirms that it is not listed on any U.S. government denied-party list. Subscriber is prohibited from facilitating the use of the Services in U.S.-embargoed countries or violating any U.S. export laws or regulations.
Subscriber asserts that it has neither received nor been offered any bribes, kickbacks, illegal payments, gifts, or any improper items from ShopGeniusAI personnel or agents concerning the Agreement, except for reasonable gifts and entertainment in the ordinary course of business. In the event that Subscriber becomes aware of any breach of this prohibition, Subscriber is obligated to promptly notify ShopGeniusAI’s General Counsel at legal@chatdok.com.
In addition to the commitments outlined in Section 3 (ShopGeniusAI’s Obligations), ShopGeniusAI assures, throughout the duration of each Service Order, that:
(a) The Services will function substantially in accordance with the relevant Documentation.
(b) The Services will be delivered in compliance with the corresponding service level agreement (SLA).
(c) The overall efficacy of the Security Measures will not diminish.
(d) ShopGeniusAI will not significantly reduce the overall functionality of the Services.
SLAs do not extend to instances where:
(i) Service unavailability results from factors beyond ShopGeniusAI's reasonable control, as outlined in Section 22 (Force Majeure).
(ii) Service unavailability is caused by Non-ShopGeniusAI Services, third-party equipment, and/or software beyond ShopGeniusAI's control.
(iii) Service unavailability results from misuse or abuse by Subscriber, Subscriber’s personnel, or end-users.
(iv) Service unavailability is due to Subscriber's use or maintenance in a manner not conforming to Documentation or the Agreement.
(v) Service unavailability results from modifications to ShopGeniusAI Software by Subscriber, its personnel, or end-users.
(vi) Service unavailability is due to reaching the maximum capacity of the contracted infrastructure.
(vii) Unavailability occurs when Subscriber has not used the latest version of API Clients.
While adhering to ShopGeniusAI’s obligations in Section 3 (ShopGeniusAI’s Obligations), Subscriber's exclusive remedies for a breach of warranty in this Section 15.1 (Services Warranty) are outlined in Sections 5.2 (Termination for Cause), 7.5 (Refund or Payment upon Termination), and credit claims under the relevant SLA.
15.2 Assurance for Support and Professional Services
Support and professional services detailed in applicable Service Orders will be executed with professional competence, aligning with generally accepted industry standards. In the case of a breach of the warranty in this Section 15.2, Subscriber's exclusive remedies are:
(a) Re-performance of the support and professional Services by ShopGeniusAI.
(b) Credit claims under the applicable SLA, if available.
(c) Exercising the express rights in Sections 5.2 (Termination for Cause) and 7.5 (Refund or Payment upon Termination).
15.3 Disclaimers
Except as explicitly stated in this Section 15, neither party offers any warranty or guarantee, whether expressed, implied, statutory, or otherwise. Both parties expressly disclaim all warranties, including any implied warranty of title, merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by applicable laws or governmental regulations. ShopGeniusAI disclaims any warranty regarding the error-free or uninterrupted operation of the Software or the Services.
ShopGeniusAI commits to indemnify and defend Subscriber against any third-party claims, demands, suits, or proceedings (referred to as a “Claim Against Subscriber”), and associated judgments, liabilities, awards, damages, and costs, including reasonable attorneys' fees and expenses. This indemnification is related to allegations that the Services (excluding Open Source Software) or their use by Subscriber, following the terms of the Agreement, infringe or misappropriate the intellectual property rights of a third party. For ShopGeniusAI's indemnification to apply, Subscriber must:
- Promptly notify ShopGeniusAI in writing of the Claim Against Subscriber.
- Allow ShopGeniusAI sole control over the defense and settlement of the Claim Against Subscriber, with the exception that ShopGeniusAI cannot settle unless it unconditionally releases Subscriber from all related liabilities.
- Provide reasonable assistance to ShopGeniusAI in connection with the defense or settlement at ShopGeniusAI’s expense.
In the event of an infringement or misappropriation claim, ShopGeniusAI, at its discretion and at no cost to Subscriber, may:
- Modify the Service to eliminate infringement or misappropriation without breaching ShopGeniusAI’s obligations under Section 3 (ShopGeniusAI’s Obligations).
- Obtain a license for Subscriber's continued use of the Service.
- Terminate Subscriber’s subscription for the affected part of the Service, refunding any prepaid fees for the remainder of the term upon 30 days’ written notice.
The above obligations do not apply if the Claim Against Subscriber arises from Subscriber Data, Beta Services usage, Non-ShopGeniusAI Services, Subscriber’s Agreement breach, modifications to the Services not made by ShopGeniusAI, use of the Services with unauthorized products or services, or Subscriber’s continued use of the allegedly infringing portion after notice from ShopGeniusAI.
16.2 Subscriber's Indemnification
Subscriber agrees to indemnify and defend ShopGeniusAI against any third-party claims, demands, suits, or proceedings (referred to as a “Claim Against ShopGeniusAI”) and associated judgments, liabilities, awards, damages, and costs, including reasonable attorneys' fees and expenses. This indemnification is related to:
(i) Subscriber Data.
(ii) Subscriber’s use of the Services in breach of the Agreement.
For ShopGeniusAI's indemnification to apply, ShopGeniusAI must:
(a) Be promptly notified in writing of the Claim Against ShopGeniusAI.
(b) Allow Subscriber sole control over the defense and settlement of the Claim Against ShopGeniusAI, with the exception that Subscriber cannot settle unless it unconditionally releases ShopGeniusAI from all related liabilities.
(c) Be provided with reasonable assistance in connection with the defense or settlement, at Subscriber’s expense.
These obligations do not apply if the Claim Against ShopGeniusAI arises from the Services or ShopGeniusAI’s breach of the Agreement. Except for disputes between Subscriber and ShopGeniusAI, Subscriber will reimburse ShopGeniusAI for costs and reasonable attorneys’ fees related to third-party or governmental requests arising from Subscriber Data or Subscriber’s use of the Services.
16.3 Additional Indemnities
For the purposes of this Section 16:
(a) A Claim Against ShopGeniusAI includes a claim against ShopGeniusAI, ShopGeniusAI’s Affiliates, and ShopGeniusAI’s or its Affiliates’ officers, directors, and employees.
(b) A Claim Against Subscriber includes a claim against Subscriber, Subscriber’s Affiliates, and Subscriber’s or its Affiliates’ officers, directors, and employees.
16.4 Exclusive Resolution
This Section 16 outlines the indemnifying party’s sole liability and the indemnified party’s exclusive remedy against the other party for any claim as described in this Section 16.
18.1 General Assignment
No party may transfer its rights or responsibilities under the Agreement without the written consent of the other party, except that:
(a) Either party may assign the entire Agreement, without the other party’s consent, to its Affiliate.
(b) Either party may assign the entire Agreement, without the other party’s consent, in connection with a merger, acquisition, corporate reorganization, or the sale of all or substantially all of its assets.
However, if a party undergoes a change of control in favor of a direct competitor of the other party, the non-assigning party may terminate the Agreement upon written notice. In the event of termination by ShopGeniusAI under such circumstances, ShopGeniusAI will refund any prepaid but unused fees covering the remainder of the term of all Service Orders after the effective date of termination.
18.2 Binding Agreement
The Agreement is binding upon and for the benefit of the parties, their successors, and permitted assigns.
19.1 Documentation Updates
All updates to the Documentation including Acceptable Use Policy updates and Privacy Policy updates will be made publicly available on our website. Updates to Documentation become effective upon posting, while SLA and AUP updates become effective thirty (30) days after posting. Material updates to the Privacy Policy will become effective thirty (30) days after email notification to Subscriber or thirty (30) days after posting (unless changes are made to comply with applicable laws and governmental regulations, in which case, they become effective immediately).
19.2 Notice Delivery
Unless otherwise specified, all notices, permissions, and approvals must be in writing and are considered delivered:
(a) Upon personal delivery.
(b) On the second business day after mailing.
(c) On the day of sending by email, except for Legal Notices.
Billing-related notices to Subscriber will be sent to the relevant billing contact, while other Services-related notices will be sent to the designated Services system administrator or another person designated by Subscriber. Legal Notices to ShopGeniusAI should be addressed to hello@shopgeniusai.com or Attn: General Counsel, Chatdok UG, Am Kohnen 85, 40599, Dusseldorf Germany (for those within the European Economic Area), or Chatdok Ltd, with offices at 236a Evelyn Street Deptford SE8 5BZ, London (for those outside the European Economic Area).
The Agreement shall be governed by and interpreted in accordance with the laws of:
(i) Germany, if the Subscriber is domiciled in a European Economic Area.
(ii) The United Kingdom, for Subscribers domiciled elsewhere.
This choice of law excludes rules governing conflicts of law and choice of law.
20.2 Exclusive Jurisdiction
In disputes arising under French law, the exclusive jurisdiction lies with the courts in Dusseldorf, Germany. For disputes governed by United States and California laws, the exclusive jurisdiction resides with the federal and state courts within San Francisco, California. Each party consents to the personal jurisdiction of these courts and accepts service of process through registered mail to the Legal Notice address provided under the Agreement. Both parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and similar laws or regulations do not apply to the Agreement or any disputes arising from it.
Both ShopGeniusAI and Subscriber confirm their valid entry into the Agreement with the legal power to do so. ShopGeniusAI holds the right to modify these Terms periodically. Changes will be posted on our website, indicating the last update date. Material changes will be effective thirty (30) days after posting. In case of material changes, Subscribers adversely affected can terminate the Agreement without penalty by providing notice to ShopGeniusAI within ten (10) days from the effective date of the revised Terms. Subscriber is considered to have accepted and agreed to be bound by any changes to the Agreement when using the Service after the effective date of those changes.
However, if the parties have a separate formal written subscription agreement, its terms will supersede the Agreement unless expressly agreed otherwise. Any terms in a Subscriber purchase order or other order documents (excluding Service Orders) are void. The failure or delay of either party in exercising any right under the Agreement will not constitute a waiver of that right. If any provision of the Agreement is deemed contrary to law by a court of competent jurisdiction, the provision will be considered null and void, and the remaining provisions will stay effective. The term "including" in the Agreement implies "including but not limited to.
Effective Date: February 01, 2024
1. Agreement
These Terms of Service constitute an agreement between the subscriber ("Subscriber") and ShopGeniusAI, effective upon acceptance by the Subscriber. Depending on your location, ShopGeniusAI is a product of Chatdok which refers to either Chatdok UG with a mailing address at Am Kohnen 85, 40599, Dusseldorf Germany (for those within the European Economic Area), or Chatdok Ltd, with offices at 236a Evelyn Street Deptford SE8 5BZ, London (for those outside the European Economic Area). The comprehensive subscription agreement, including these Terms, aims to provide the Subscriber with a limited subscription for utilizing ShopGeniusAI's hosted product, support, or other services (the "Services").2. About ShopGeniusAI
ShopGeniusAI offers an enterprise-ready generative AI pharmacy assistant solution, assisting e-pharmacies in creating custom AI solutions for integration into their websites. Our zero-code platform is trained with extensive pre-existing medical and pharmaceutical knowledge, along with real-time product listings, details, other contents, and frequently asked questions (FAQs) from subscriber’s pharmacy or health related platform.3. ShopGeniusAI’s Commitments
3.1 Services:* ShopGeniusAI will provide the Services to the Subscriber as per one or more online or written ordering documents, each considered a "Service Order," incorporating the Agreement.
3.2 Compliance with Laws:* ShopGeniusAI commits to adhering to all applicable laws and governmental regulations relevant to the provision of Services.
3.3 Personnel and Performance:* ShopGeniusAI is responsible for its personnel's performance, ensuring compliance with the Agreement. The term "Affiliate" denotes entities that ShopGeniusAI controls, is controlled by, or shares common control with, with "Control" defined as the direct or indirect control of fifty percent (50%) or more of an entity’s voting interests.
3.4 Documentation:* ShopGeniusAI will provide online documentation, available on our website homepage detailing ShopGeniusAI Software and usage guides for the Services.
3.5 Security Measures:* ShopGeniusAI will maintain Security Measures, including administrative, physical, and technical safeguards to ensure the security and integrity of the Services.
3.6 Protection of Subscriber Personal Data:* If ShopGeniusAI processes any Subscriber Personal Data, the terms of the Data Processing Addendum (DPA) will apply, incorporating the Standard Contractual Clauses for data protection.
4. Subscriber Responsibilities
4.1 Custodianship of Subscriber Data
In the relationship between ShopGeniusAI and the Subscriber, the Subscriber bears the responsibility for Subscriber Data and its provision to the Services in accordance with the terms outlined in the Agreement.
4.2 Oversight of Personnel and Performance
The Subscriber assumes the responsibility for the performance of its personnel, including employees and contractors, ensuring compliance with the terms and conditions set forth in the Agreement. In entering the Agreement, the Subscriber acts on behalf of its Affiliates utilizing the Services.
4.3 Integration of Non-ShopGeniusAI Services
The Subscriber has the option to utilize services outside the scope of those provided by ShopGeniusAI, referred to as "Non-ShopGeniusAI Services." By opting for Non-ShopGeniusAI Services, the Subscriber grants ShopGeniusAI permission to interoperate with these services as directed by the Subscriber or the Non-ShopGeniusAI Services. It is essential to note that ShopGeniusAI does not warrant or support Non-ShopGeniusAI Services, and the Subscriber assumes full responsibility for these services, including any disclosure, modification, or deletion of Subscriber Data. ShopGeniusAI holds no liability for any unavailability of Non-ShopGeniusAI Services or changes affecting interoperability.
4.4 Handling Third-Party Reports
ShopGeniusAI, acting as an intermediary, may receive notices from third parties ("Reporters") regarding Subscriber Data or the Subscriber’s use of the Services ("Reports"). ShopGeniusAI will promptly forward all Reports to an email address provided by the Subscriber designated to receive such Reports (the "Abuse Contact"). The Subscriber is obligated to acknowledge receipt of Reports and promptly address them with the Reporter, clarifying that the Subscriber is the appropriate party to handle the matter.
4.5 Subscriber's Commitments
The Subscriber agrees to:
- Comply with this ShopGeniusAI's Term of Use.
- Use the Services in accordance with the Agreement and applicable Documentation.
- Take commercially reasonable efforts to prevent unauthorized access or use of the Services.
- Promptly notify ShopGeniusAI of any unauthorized access or use of the Services.
- Respond to Reports in accordance with Section 4.4 (Third Party Reports).
- Not use the Services for fraudulent purposes or in violation of applicable laws and regulations.
- Restrict the use of the Services to Subscriber's personnel or end users only.
- Not use the Services to store, transmit, or display Malicious Code.
- Not interfere with the integrity or performance of the Services or third-party technology.
- Not attempt unauthorized access to ShopGeniusAI’s data centers, systems, or networks.
- Not permit access or use of the Services in a way that circumvents usage or capacity limits.
- Not sell, resell, license, sublicense, distribute, redistribute, rent, or lease the Services except as integrated with its own offerings.
- Not copy, modify, or create derivative works of the Services without authorization.
- Not access the Services or use the Documentation to develop a competitive product or service.
- Not reverse engineer, decompile, translate, disassemble, or extract source code of the Services.
- Not alter, remove, or obscure any copyright, trademark, or proprietary notices on the Services.
- Obtain and maintain necessary equipment and ancillary services for accessing the Services.
- Obtain consents necessary for the processing of Subscriber Data and personal information of designated contacts.
4.6 Service Notices
If ShopGeniusAI identifies potential violations of Subscriber obligations under Section 4, it will issue a Service Notice to the designated Abuse Contact, requesting appropriate action. Failure to comply within the specified timeframe may result in blocking access to the Services until corrective measures are taken. Persistent non-compliance may lead to termination of the Agreement by ShopGeniusAI.
5. Term and Termination
5.1 Duration
These Terms remain effective during the term of any Service Order that incorporates the Agreement. The Service Order's term is specified within it, with renewals subject to notice by either party at least thirty (30) days before the end of the term.
5.2 Termination for Cause
In addition to ShopGeniusAI's right to terminate under Section 4.6 (Service Notices), either party may terminate the Agreement for cause with 30 days' notice in the event of a material breach that remains uncured at the end of the notice period. Termination may also occur if the other party undergoes insolvency, goes out of business, or ceases operations.
5.3 Survival
Certain terms and conditions intended to survive expiration or termination, such as those outlined in Sections 4.5(j), (k), (n), (o), and (p), including others related to Fees, Confidentiality, Licenses and Proprietary Rights, Limitation of Liability, Exclusion of Consequential and Related Damages, and Indemnification, shall persist beyond the expiration or termination of the Agreement.
6. Beta Services
At times, ShopGeniusAI may introduce services identified as beta, pilot, developer preview, non-production, or under a similar descriptive term ("Beta Services"). The decision to accept or decline Beta Services rests with the Subscriber. If accepted, Beta Services are intended solely for evaluation purposes, should not be relied upon for production use, may lack support, and may be subject to additional terms. The trial period for Beta Services concludes either upon the general availability of a version or discontinuation. ShopGeniusAI retains the discretion to discontinue Beta Services at any time, with no guarantee of making them generally available. All Beta Services are provided on an "as is" and "as available" basis, with no warranty. ShopGeniusAI holds the right to terminate Beta Services at any time and disclaims all obligations and liabilities under the Agreement for any harm or damage arising from or related to Beta Services. Configurations, Subscriber Data, and customizations entered into Beta Services may be permanently lost upon suspension, termination, or discontinuation of Beta Services.7. Fees and Payment
7.1 Fee StructureSubscriber is obligated to pay all fees as specified in Service Orders and maintain accurate billing contact information. Unless otherwise stated, fees are payable in Euro, GB Pounds, or U.S. Dollars, with minimum commitments in Service Orders based on purchased Services, non-cancelable, and not subject to decrease during the specified term. Minimum commitment fees are non-refundable. Subscriber’s fee payments are not contingent on future functionality or features and are independent of statements not set forth in the Agreement or any Service Order.
7.2 Invoicing Terms
For payment methods other than credit cards, Subscriber shall provide a purchase order number or alternative proof of ability to pay specified fees in a Service Order. Invoices will be issued either monthly or according to the billing frequency in the Service Order. Credit card invoices are due on the invoice date, while other invoices are due net 30 days from the invoice date. Late interest charges may accrue at 1.5% per month or the maximum legal rate, and future renewals may be conditioned on shorter payment terms. Providing valid credit card information authorizes ShopGeniusAI to charge the credit card for specified Services.
7.3 Suspension of Service and Acceleration
If Subscriber's overdue amount is 30 or more days overdue (or 15 or more days overdue for credit card invoices), ShopGeniusAI may accelerate unpaid fees, making them immediately due, and suspend Services until overdue amounts are paid. ShopGeniusAI will provide at least 10 days' notice before blocking Services due to overdue payments.
7.4 Payment Disputes
During a good-faith dispute over an overdue amount, ShopGeniusAI refrains from exercising rights to block Services, accelerate payments, impose late charges, or alter payment terms under Sections 7.2 and 7.3. The parties will cooperate diligently to resolve the dispute.
7.5 Refund or Payment upon Termination
Upon termination of the Agreement in accordance with Section 5.2, ShopGeniusAI will refund prepaid fees for the remainder of the term. If terminated by ShopGeniusAI, Subscriber will pay any unpaid fees for the remainder of the term. Termination does not relieve Subscriber of fees for the period before termination. If Subscriber terminates without cause before the term ends, immediate liability for the balance of fees arises.
7.6 Taxes
Service fees exclude taxes, and Subscriber is responsible for paying all associated taxes. If ShopGeniusAI is required by law to pay or collect Taxes for which Subscriber is responsible, Subscriber will be invoiced accordingly. ShopGeniusAI is responsible for taxes against its income, property, and employees. If Subscriber qualifies for a tax exemption, a valid exemption certificate must be provided, and necessary information supplied for determining ShopGeniusAI's tax obligations.
8. Confidentiality
8.1 Safeguarding Confidential InformationIn the context of this agreement, "Confidential Information" refers to information disclosed by one party ("Disclosing Party") to another party ("Receiving Party")—whether verbally or in writing—marked as confidential or, due to the nature of the information and the circumstances of disclosure, reasonably understood to be confidential. This encompasses various elements, such as Subscriber Data and Services. Confidential Information excludes data that is publicly known, previously known to the Receiving Party without confidentiality obligations, disclosed by a third party without confidentiality obligations, or independently developed by the Receiving Party without using the Disclosing Party's Confidential Information.
8.2 Confidentiality Obligations
Subject to Section 8.3 (Compelled Disclosure), the Receiving Party agrees not to disclose or make accessible any Confidential Information of the Disclosing Party to anyone other than its employees, directors, attorneys, agents, and consultants who need access for the purpose of this Agreement and have agreed to confidentiality obligations at least as stringent as those outlined in this Agreement. Both parties commit to safeguarding each other's Confidential Information with a level of care equal to, but not less than, the care they use to protect their own confidential information. The use of Confidential Information is limited to the scope defined in the Agreement.
8.3 Compelled Disclosure
If compelled by law to disclose Confidential Information, the Receiving Party will provide the Disclosing Party with prior notice and reasonable assistance at the Disclosing Party's cost if the Disclosing Party contests the disclosure. Any compelled disclosure will be limited to the extent required by law and subject to practical confidentiality protections. In the case of compelled disclosure in a civil proceeding where the Disclosing Party is a party and does not contest the disclosure, the Disclosing Party will reimburse the Receiving Party for the reasonable cost of compiling and providing secure access to the Confidential Information.
9. Licenses and Proprietary Rights
9.1 Subscriber DataSubscriber grants ShopGeniusAI a limited, worldwide, nonexclusive, and revocable license to store, copy, transmit, and display Subscriber Data and to interoperate with Non-ShopGeniusAI Services necessary for providing Services under the Agreement. ShopGeniusAI gains no ownership rights in Subscriber Data.
9.2 ShopGeniusAI Software
Except for Open Source Software, ShopGeniusAI grants Subscriber a limited, non-transferable license to use ShopGeniusAI Software in connection with the subscribed Services. Open Source Software is governed by applicable Open Source Licenses, and Subscriber is granted a license to use it per those licenses.
9.3 Feedback
Subscriber provides ShopGeniusAI with a worldwide, perpetual, irrevocable, royalty-free license to use any feedback, suggestions, recommendations, or enhancements provided by Subscriber, incorporating them into the Services.
9.4 Support Related Deliverables
ShopGeniusAI grants Subscriber a worldwide, perpetual, non-exclusive license to use Deliverables developed by ShopGeniusAI for Subscriber's internal business purposes. ShopGeniusAI retains ownership rights to the Deliverables, while custom code containing Subscriber Confidential Information remains subject to confidentiality obligations.
9.5 Proprietary Rights
The Services, ShopGeniusAI Software, and Documentation are proprietary to ShopGeniusAI. ShopGeniusAI and its licensors retain all rights, title, and interest in them, including intellectual property rights. No rights are granted to Subscriber or ShopGeniusAI beyond those expressly stated in the Agreement.
10. Government Rights
If the Services include access to ShopGeniusAI Software and the Subscriber is a U.S. government agency or contractor, they receive rights consistent with regulations. Negotiations for additional rights must occur, and mutually acceptable terms must be documented in any applicable agreement.
11. Compliance with Export Regulations
The Services, ShopGeniusAI Software, and Documentation are subject to the export laws and regulations of the United States and other relevant jurisdictions. Any use or transfer of these components must comply with the applicable laws and regulations. Each party affirms that it is not listed on any U.S. government denied-party list. Subscriber is prohibited from facilitating the use of the Services in U.S.-embargoed countries or violating any U.S. export laws or regulations.
12. Anti-Corruption Measures
Subscriber asserts that it has neither received nor been offered any bribes, kickbacks, illegal payments, gifts, or any improper items from ShopGeniusAI personnel or agents concerning the Agreement, except for reasonable gifts and entertainment in the ordinary course of business. In the event that Subscriber becomes aware of any breach of this prohibition, Subscriber is obligated to promptly notify ShopGeniusAI’s General Counsel at legal@chatdok.com.
13. Limitation of Liability
Under no circumstances will the aggregate liability of a party (together with its affiliates) arising from or related to the Agreement exceed the total amount actually paid by Subscriber and its affiliates for the Services giving rise to the liability during the twelve (12) months preceding the initial incident leading to liability. These limitations apply to actions in both contract and tort, irrespective of the theory of liability. However, these limitations do not restrict Subscriber's payment obligations under Section 5 (Fees and Payment) or the indemnification obligations of either party under Section 16 (Indemnification).14. Exclusion of Consequential and Related Damages
In no event will a party be held liable to another party for any lost profits, missed opportunities, or indirect, special, incidental, consequential, cover, or punitive damages, regardless of whether the action is in contract or tort and irrespective of the theory of liability. Even if a party has been advised of the potential for such damages, or if a party's remedy fails in its essential purpose, the foregoing disclaimer will not apply to the extent prohibited by law.15. Service Assurance
15.1 Assurance of ServicesIn addition to the commitments outlined in Section 3 (ShopGeniusAI’s Obligations), ShopGeniusAI assures, throughout the duration of each Service Order, that:
(a) The Services will function substantially in accordance with the relevant Documentation.
(b) The Services will be delivered in compliance with the corresponding service level agreement (SLA).
(c) The overall efficacy of the Security Measures will not diminish.
(d) ShopGeniusAI will not significantly reduce the overall functionality of the Services.
SLAs do not extend to instances where:
(i) Service unavailability results from factors beyond ShopGeniusAI's reasonable control, as outlined in Section 22 (Force Majeure).
(ii) Service unavailability is caused by Non-ShopGeniusAI Services, third-party equipment, and/or software beyond ShopGeniusAI's control.
(iii) Service unavailability results from misuse or abuse by Subscriber, Subscriber’s personnel, or end-users.
(iv) Service unavailability is due to Subscriber's use or maintenance in a manner not conforming to Documentation or the Agreement.
(v) Service unavailability results from modifications to ShopGeniusAI Software by Subscriber, its personnel, or end-users.
(vi) Service unavailability is due to reaching the maximum capacity of the contracted infrastructure.
(vii) Unavailability occurs when Subscriber has not used the latest version of API Clients.
While adhering to ShopGeniusAI’s obligations in Section 3 (ShopGeniusAI’s Obligations), Subscriber's exclusive remedies for a breach of warranty in this Section 15.1 (Services Warranty) are outlined in Sections 5.2 (Termination for Cause), 7.5 (Refund or Payment upon Termination), and credit claims under the relevant SLA.
15.2 Assurance for Support and Professional Services
Support and professional services detailed in applicable Service Orders will be executed with professional competence, aligning with generally accepted industry standards. In the case of a breach of the warranty in this Section 15.2, Subscriber's exclusive remedies are:
(a) Re-performance of the support and professional Services by ShopGeniusAI.
(b) Credit claims under the applicable SLA, if available.
(c) Exercising the express rights in Sections 5.2 (Termination for Cause) and 7.5 (Refund or Payment upon Termination).
15.3 Disclaimers
Except as explicitly stated in this Section 15, neither party offers any warranty or guarantee, whether expressed, implied, statutory, or otherwise. Both parties expressly disclaim all warranties, including any implied warranty of title, merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by applicable laws or governmental regulations. ShopGeniusAI disclaims any warranty regarding the error-free or uninterrupted operation of the Software or the Services.
16. Liability Protection
16.1 ShopGeniusAI's IndemnificationShopGeniusAI commits to indemnify and defend Subscriber against any third-party claims, demands, suits, or proceedings (referred to as a “Claim Against Subscriber”), and associated judgments, liabilities, awards, damages, and costs, including reasonable attorneys' fees and expenses. This indemnification is related to allegations that the Services (excluding Open Source Software) or their use by Subscriber, following the terms of the Agreement, infringe or misappropriate the intellectual property rights of a third party. For ShopGeniusAI's indemnification to apply, Subscriber must:
- Promptly notify ShopGeniusAI in writing of the Claim Against Subscriber.
- Allow ShopGeniusAI sole control over the defense and settlement of the Claim Against Subscriber, with the exception that ShopGeniusAI cannot settle unless it unconditionally releases Subscriber from all related liabilities.
- Provide reasonable assistance to ShopGeniusAI in connection with the defense or settlement at ShopGeniusAI’s expense.
In the event of an infringement or misappropriation claim, ShopGeniusAI, at its discretion and at no cost to Subscriber, may:
- Modify the Service to eliminate infringement or misappropriation without breaching ShopGeniusAI’s obligations under Section 3 (ShopGeniusAI’s Obligations).
- Obtain a license for Subscriber's continued use of the Service.
- Terminate Subscriber’s subscription for the affected part of the Service, refunding any prepaid fees for the remainder of the term upon 30 days’ written notice.
The above obligations do not apply if the Claim Against Subscriber arises from Subscriber Data, Beta Services usage, Non-ShopGeniusAI Services, Subscriber’s Agreement breach, modifications to the Services not made by ShopGeniusAI, use of the Services with unauthorized products or services, or Subscriber’s continued use of the allegedly infringing portion after notice from ShopGeniusAI.
16.2 Subscriber's Indemnification
Subscriber agrees to indemnify and defend ShopGeniusAI against any third-party claims, demands, suits, or proceedings (referred to as a “Claim Against ShopGeniusAI”) and associated judgments, liabilities, awards, damages, and costs, including reasonable attorneys' fees and expenses. This indemnification is related to:
(i) Subscriber Data.
(ii) Subscriber’s use of the Services in breach of the Agreement.
For ShopGeniusAI's indemnification to apply, ShopGeniusAI must:
(a) Be promptly notified in writing of the Claim Against ShopGeniusAI.
(b) Allow Subscriber sole control over the defense and settlement of the Claim Against ShopGeniusAI, with the exception that Subscriber cannot settle unless it unconditionally releases ShopGeniusAI from all related liabilities.
(c) Be provided with reasonable assistance in connection with the defense or settlement, at Subscriber’s expense.
These obligations do not apply if the Claim Against ShopGeniusAI arises from the Services or ShopGeniusAI’s breach of the Agreement. Except for disputes between Subscriber and ShopGeniusAI, Subscriber will reimburse ShopGeniusAI for costs and reasonable attorneys’ fees related to third-party or governmental requests arising from Subscriber Data or Subscriber’s use of the Services.
16.3 Additional Indemnities
For the purposes of this Section 16:
(a) A Claim Against ShopGeniusAI includes a claim against ShopGeniusAI, ShopGeniusAI’s Affiliates, and ShopGeniusAI’s or its Affiliates’ officers, directors, and employees.
(b) A Claim Against Subscriber includes a claim against Subscriber, Subscriber’s Affiliates, and Subscriber’s or its Affiliates’ officers, directors, and employees.
16.4 Exclusive Resolution
This Section 16 outlines the indemnifying party’s sole liability and the indemnified party’s exclusive remedy against the other party for any claim as described in this Section 16.
17. Privacy Policy
ShopGeniusAI is committed to handling personal information responsibly and in adherence to its privacy policy, accessible at [Privacy Policy](https://www.shopgeniusai.com/privacy_policy)18. Assignment of Rights
18.1 General Assignment
No party may transfer its rights or responsibilities under the Agreement without the written consent of the other party, except that:
(a) Either party may assign the entire Agreement, without the other party’s consent, to its Affiliate.
(b) Either party may assign the entire Agreement, without the other party’s consent, in connection with a merger, acquisition, corporate reorganization, or the sale of all or substantially all of its assets.
However, if a party undergoes a change of control in favor of a direct competitor of the other party, the non-assigning party may terminate the Agreement upon written notice. In the event of termination by ShopGeniusAI under such circumstances, ShopGeniusAI will refund any prepaid but unused fees covering the remainder of the term of all Service Orders after the effective date of termination.
18.2 Binding Agreement
The Agreement is binding upon and for the benefit of the parties, their successors, and permitted assigns.
19. Notice Procedures
19.1 Documentation Updates
All updates to the Documentation including Acceptable Use Policy updates and Privacy Policy updates will be made publicly available on our website. Updates to Documentation become effective upon posting, while SLA and AUP updates become effective thirty (30) days after posting. Material updates to the Privacy Policy will become effective thirty (30) days after email notification to Subscriber or thirty (30) days after posting (unless changes are made to comply with applicable laws and governmental regulations, in which case, they become effective immediately).
19.2 Notice Delivery
Unless otherwise specified, all notices, permissions, and approvals must be in writing and are considered delivered:
(a) Upon personal delivery.
(b) On the second business day after mailing.
(c) On the day of sending by email, except for Legal Notices.
Billing-related notices to Subscriber will be sent to the relevant billing contact, while other Services-related notices will be sent to the designated Services system administrator or another person designated by Subscriber. Legal Notices to ShopGeniusAI should be addressed to hello@shopgeniusai.com or Attn: General Counsel, Chatdok UG, Am Kohnen 85, 40599, Dusseldorf Germany (for those within the European Economic Area), or Chatdok Ltd, with offices at 236a Evelyn Street Deptford SE8 5BZ, London (for those outside the European Economic Area).
20. Governing Laws and Dispute Resolution
20.1 Applicable LawsThe Agreement shall be governed by and interpreted in accordance with the laws of:
(i) Germany, if the Subscriber is domiciled in a European Economic Area.
(ii) The United Kingdom, for Subscribers domiciled elsewhere.
This choice of law excludes rules governing conflicts of law and choice of law.
20.2 Exclusive Jurisdiction
In disputes arising under French law, the exclusive jurisdiction lies with the courts in Dusseldorf, Germany. For disputes governed by United States and California laws, the exclusive jurisdiction resides with the federal and state courts within San Francisco, California. Each party consents to the personal jurisdiction of these courts and accepts service of process through registered mail to the Legal Notice address provided under the Agreement. Both parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and similar laws or regulations do not apply to the Agreement or any disputes arising from it.
21. Public Representation
ShopGeniusAI is granted consent by the Subscriber to utilize the Subscriber’s name, logo, and a general description of their relationship in press releases, marketing materials, and appearances. The Subscriber also agrees to be referenced as a customer for marketing purposes, participating in reference phone calls and other marketing events upon reasonable request by ShopGeniusAI.22. Force Majeure
Except for payment obligations, neither party will be held liable for inadequate performance or failure to perform due to conditions beyond their reasonable control. Such conditions include, but are not limited to, acts of God, natural disasters, war, terrorism, civil unrest, labor disruptions, government actions, telecommunications disruptions, internet service provider failures or delays, and power or essential service disruptions.23. Equitable Relief
Both parties acknowledge that a material breach of the Agreement impacting ShopGeniusAI's intellectual property rights in ShopGeniusAI Software may result in irreparable harm for which monetary damages may not be sufficient. In such cases, ShopGeniusAI is entitled to seek equitable relief, without the obligation to post a bond, in addition to any other remedies available under the Agreement or at law.24. Independent Contractor Relationship
The parties affirm their status as independent contractors. The Agreement does not establish a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.25. Absence of Third-Party Beneficiaries
The Agreement, Acceptable Use Policy (AUP), and Documentation do not confer any rights or benefits upon third-party beneficiaries.26. Entire Agreement and Modification
The Agreement serves as the comprehensive understanding between the parties, overriding all prior and contemporaneous agreements, proposals, or representations, whether written or oral, concerning the subject matter. In case of any conflict or inconsistency among the following, precedence shall be given to this term of use and the privacy policy.Both ShopGeniusAI and Subscriber confirm their valid entry into the Agreement with the legal power to do so. ShopGeniusAI holds the right to modify these Terms periodically. Changes will be posted on our website, indicating the last update date. Material changes will be effective thirty (30) days after posting. In case of material changes, Subscribers adversely affected can terminate the Agreement without penalty by providing notice to ShopGeniusAI within ten (10) days from the effective date of the revised Terms. Subscriber is considered to have accepted and agreed to be bound by any changes to the Agreement when using the Service after the effective date of those changes.
However, if the parties have a separate formal written subscription agreement, its terms will supersede the Agreement unless expressly agreed otherwise. Any terms in a Subscriber purchase order or other order documents (excluding Service Orders) are void. The failure or delay of either party in exercising any right under the Agreement will not constitute a waiver of that right. If any provision of the Agreement is deemed contrary to law by a court of competent jurisdiction, the provision will be considered null and void, and the remaining provisions will stay effective. The term "including" in the Agreement implies "including but not limited to.