Terms of Service

Acceptance of Terms & Eligibility

These Terms of Service ("Terms") constitute a legally binding agreement between you and ShopAI, Inc. ("ShopAI," "we," "us," or "our"), governing your access to and use of the ShopAI platform, including all associated websites, mobile applications, APIs, automation tools, and services (collectively, the "Service"). By creating an account, clicking "I agree," or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you do not agree to these Terms in their entirety, you must not access or use the Service.

Eligibility Requirements

To access and use the Service, you must meet all of the following requirements:

• Be at least 18 years of age, or the age of legal majority in your jurisdiction, whichever is greater.
• Have the legal capacity to enter into a binding contract under applicable law.
• Not be a person barred from receiving services under the laws of the United States or any other applicable jurisdiction.
• Comply with all applicable laws and regulations, including those governing TikTok Shop affiliate marketing, content creation, and digital advertising in your jurisdiction.
• Possess or have the authority to connect the TikTok account(s) and third-party service credentials you use with the Service.

Jurisdiction

The Service is operated from the United States. We make no representation that the Service is appropriate or available in locations outside the United States. If you access the Service from outside the United States, you do so at your own risk and are responsible for compliance with all local laws. We reserve the right to restrict access to the Service from certain jurisdictions at our sole discretion.

These Terms apply to individuals and business entities alike. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

Description of Service

ShopAI is a content management, automation, and analytics platform purpose-built for TikTok Shop affiliate creators. The Service enables creators to research trending products, generate AI-powered video scripts and voiceovers, produce video content, manage publishing workflows, and track affiliate commission performance — all through a unified platform.

Core Service Features

• Product Research & Catalog Management: Tools to discover trending TikTok Shop products, manage product data, track performance metrics, and maintain a catalog of affiliate products and their associated commission structures.
• AI-Powered Script Generation: Automated generation of marketing scripts using large language model (LLM) technology. Scripts are optimized for short-form video formats and affiliate conversion funnels.
• AI Voiceover Generation: Integration with the ElevenLabs text-to-speech API to generate synthetic voiceovers from generated or user-provided scripts.
• AI Video Generation: Integration with the Kling AI video generation service (via PiAPI) to produce product video clips from text prompts.
• Video Assembly & Post-Production: Automated assembly of video clips, voiceover audio, and text overlays (call-to-action graphics) into publication-ready video files using ffmpeg-based processing pipelines.
• TikTok Content Publishing: Integration with the TikTok Content Posting API to schedule and publish finished videos directly to your connected TikTok account(s).
• TikTok Shop Analytics: Integration with the TikTok Shop Partner API to retrieve affiliate commission data, video performance metrics (views, engagement, clicks), and revenue tracking dashboards.
• Automated DM Funnels: Integration support with ManyChat for configuring comment-triggered automated direct message flows that deliver affiliate links to engaged users.
• Performance Intelligence: Dashboards and analytical reports that surface insights on which products, scripts, and content strategies are driving the highest revenue per video.

Service Evolution

The Service is continuously evolving. We may add, modify, or remove features at any time. We will endeavor to provide reasonable notice of material changes, but we are not obligated to maintain any specific feature or integration indefinitely. The specific capabilities available to you may vary based on your subscription tier.

Account Registration & Security

To access the full functionality of the Service, you must register for an account. By registering, you represent and warrant that all information you provide is accurate, current, and complete, and that you will keep such information updated throughout your use of the Service.

Account Credentials

You are solely responsible for maintaining the confidentiality of your account credentials, including your password and any API keys you store within the Service. You agree to:

• Choose a strong, unique password and not reuse passwords from other services.
• Enable multi-factor authentication if and when made available.
• Never share your login credentials with any third party.
• Notify us immediately at support@shopai.app if you suspect any unauthorized access to your account.
• Ensure that you log out from your account at the end of each session when using shared or public devices.

TikTok OAuth & Third-Party Account Connections

Certain Service features require you to connect your TikTok account via OAuth 2.0 authentication. By connecting your TikTok account, you authorize ShopAI to access, on your behalf, the TikTok APIs and data scopes you approve during the OAuth authorization flow. This includes, but may not be limited to, your TikTok profile data, content publishing permissions, and TikTok Shop analytics data.

You may revoke ShopAI's access to your TikTok account at any time through your TikTok account settings or by disconnecting the integration within the Service. Revoking access will disable TikTok-dependent features but will not automatically delete your ShopAI account or data.

Account Responsibility

You are fully responsible for all activities that occur under your account, whether or not authorized by you. ShopAI shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials. If ShopAI determines, in its sole discretion, that your account has been compromised or is being used in violation of these Terms, we reserve the right to suspend or terminate your account immediately.

Never store API keys for ElevenLabs, PiAPI, ManyChat, or TikTok directly in repositories, public files, or any location accessible to unauthorized parties. ShopAI is not liable for unauthorized charges to your third-party API accounts resulting from compromised credentials.

One Account Per Person

You may only maintain one active ShopAI account unless you have our express written permission to maintain multiple accounts. Creating duplicate accounts to circumvent usage limits, billing, or suspensions is a material breach of these Terms and may result in permanent termination of all associated accounts.

Subscription & Payment Terms

Subscription Tiers

ShopAI offers the following subscription tiers, subject to change at our discretion:

• Free Tier: A limited-access plan providing access to core features with restrictions on the number of videos produced per month, the number of connected TikTok accounts, and access to advanced analytics. The Free Tier is provided as-is with no guaranteed uptime or support SLA.
• Paid Plans: Premium subscription tiers with expanded usage limits, priority processing, advanced analytics, dedicated support, and access to additional integrations. Specific plan details, pricing, and feature inclusions are described on our pricing page and may be updated from time to time.

Billing Cycles & Payment

Paid subscriptions are billed on a recurring basis — monthly or annually, depending on the plan you select. By subscribing to a paid plan, you authorize ShopAI to charge your designated payment method at the start of each billing period. All fees are stated in US dollars and are exclusive of any applicable taxes, which you are solely responsible for.

• Payments are processed through our third-party payment processor. Your payment information is subject to that processor's terms and privacy practices.
• If a payment fails, we will make reasonable attempts to notify you and retry the charge. Persistent payment failures may result in downgrade to the Free Tier or suspension of your account.
• Price changes to paid plans will be communicated to you at least 30 days in advance via email. Continued use of a paid plan after the effective date of a price change constitutes your acceptance of the new pricing.

Refund Policy

All fees paid for ShopAI subscriptions are non-refundable, except as required by applicable law or as expressly stated herein. We do not provide prorated refunds for unused portions of a subscription period. If you believe a charge was made in error, please contact support@shopai.app within 14 days of the charge and we will investigate in good faith.

In jurisdictions where consumers have statutory rights to refunds (such as the EU 14-day cooling-off period), those rights are not waived by these Terms.

Cancellation

You may cancel your paid subscription at any time through your account settings. Upon cancellation, your paid plan benefits will remain active through the end of the current billing period, after which your account will be downgraded to the Free Tier or closed, depending on your selection. You will not receive a refund for the remaining days in your billing period.

API Usage & Overages

The Service facilitates calls to third-party APIs (ElevenLabs, PiAPI/Kling AI, TikTok, ManyChat) using credentials you provide. You are solely responsible for all costs, overages, and charges incurred with those third-party API providers. ShopAI does not assume liability for third-party API costs that exceed your expectations or budget.

User Content & Licenses

Ownership of User Content

You retain full ownership of all content you create, upload, or input into the Service ("User Content"), including but not limited to: product descriptions, custom script text, uploaded media files, branding assets, and campaign configurations. ShopAI does not claim ownership over your User Content.

License Grant to ShopAI

By submitting or uploading User Content to the Service, you grant ShopAI a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, process, adapt, store, and transmit your User Content solely to the extent necessary to provide, operate, maintain, and improve the Service. This license includes the right to:

• Store your User Content on our servers and those of our cloud infrastructure providers.
• Transmit your User Content to third-party APIs (such as ElevenLabs and TikTok) when you instruct the Service to do so.
• Generate derived works (such as assembled video files) from your User Content in order to deliver the Service features you request.
• Analyze aggregated, anonymized usage patterns to improve Service performance and features.

This license does not permit ShopAI to sell your User Content, use it to train AI models without your consent, or share it with third parties for their own commercial purposes.

AI-Generated Content Ownership

Content generated by the Service's AI pipelines — including scripts, voiceovers, video clips, and assembled videos — that is produced in response to your inputs and published under your TikTok account, is considered your property for purposes of TikTok content ownership. However, you acknowledge that:

• AI-generated content may not be eligible for copyright protection in all jurisdictions, as copyright law relating to AI-generated works continues to evolve.
• ShopAI makes no warranties regarding the intellectual property status of AI-generated outputs.
• You are responsible for ensuring that AI-generated content published to TikTok complies with TikTok's policies regarding AI-generated content disclosure and labeling requirements.

Your Representations Regarding User Content

You represent and warrant that: (a) you own or have the necessary rights and permissions for all User Content you submit to the Service; (b) your User Content does not infringe any third-party intellectual property rights, privacy rights, or other rights; and (c) your User Content complies with all applicable laws and regulations.

Acceptable Use Policy

You agree to use the Service only for lawful, legitimate affiliate marketing and content creation purposes. The following conduct is expressly prohibited:

Platform Integrity Violations

• Using the Service to generate, automate, or coordinate fake engagement, including purchasing or arranging bot-generated views, likes, comments, shares, or followers on any TikTok account.
• Manipulating TikTok Shop analytics data, commission tracking, or affiliate attribution metrics — whether through the Service or other means — to falsify performance records.
• Using the Service to post content that violates TikTok's Community Guidelines, TikTok Shop Policies, TikTok Advertising Policies, or any other TikTok platform rules.
• Attempting to circumvent TikTok's spam detection systems, shadowban mitigations, or content moderation systems using the Service.
• Using automated comment, DM, or engagement features (including ManyChat integration) to send unsolicited mass messages or spam.

Legal & Ethical Violations

• Promoting products that are counterfeit, illegal, hazardous, or prohibited for sale on TikTok Shop in the applicable jurisdiction.
• Making false, misleading, or unsubstantiated claims about products in generated scripts or published content, in violation of FTC guidelines or applicable consumer protection laws.
• Failing to disclose your affiliate relationship as required by the FTC, ASA, or applicable regulatory body when publishing affiliate content.
• Using the Service to infringe on any third party's intellectual property, including using copyrighted music, images, or video footage without appropriate licenses.
• Collecting or harvesting personal data from TikTok users without their consent, including through ManyChat DM flows.
• Using the Service in connection with any pyramid scheme, multi-level marketing arrangement, or deceptive business practice.

Technical Violations

• Attempting to gain unauthorized access to the Service, its servers, databases, or other connected systems.
• Reverse engineering, decompiling, disassembling, or otherwise attempting to derive source code from the Service.
• Introducing malware, viruses, Trojan horses, or other malicious code into the Service or its connected systems.
• Using the Service to probe or test the vulnerability of any system or network without authorization.
• Exceeding your subscription's rate limits or otherwise placing unreasonable load on the Service's infrastructure.
• Reselling, sublicensing, or otherwise commercializing access to the Service without ShopAI's prior written consent.
• Using the Service to build a competing product or to benchmark the Service for competitive intelligence purposes without our consent.

Violations of this Acceptable Use Policy may result in immediate suspension or permanent termination of your account without refund, reporting to TikTok and relevant authorities, and legal action where appropriate.

Third-Party Services & APIs

The Service integrates with the following third-party platforms and APIs to deliver its functionality. Each of these services is operated by an independent company and is governed by its own terms of service, privacy policy, and usage policies.

• TikTokContent publishing, Shop analytics, audience data
• ElevenLabsAI text-to-speech voiceover generation
• Kling AI / PiAPIAI video clip generation from text prompts
• ManyChatAutomated DM funnels and comment triggers

Your Responsibilities Regarding Third-Party Services

When using the Service to interact with third-party APIs, you are solely responsible for:

• Complying with each third-party service's terms of service, acceptable use policies, rate limits, and content policies.
• Maintaining valid credentials and API keys for each third-party service you connect to ShopAI.
• All costs and fees charged by third-party services for API usage initiated through ShopAI on your behalf.
• Ensuring that your use of third-party services through ShopAI does not violate any agreements you have with those services.

No Liability for Third-Party Services

ShopAI is not affiliated with, endorsed by, or in any way officially connected to TikTok, ByteDance, ElevenLabs, Moonshot AI (Kling), PiAPI, or ManyChat. ShopAI makes no representations or warranties regarding the availability, accuracy, reliability, or continued operation of any third-party service.

ShopAI shall not be liable for any damages, losses, or interruptions to your business resulting from:

• Changes to third-party API terms, pricing, rate limits, or access policies.
• Outages, degraded performance, or discontinuation of any third-party API.
• Rejection, removal, or demonetization of your TikTok content by TikTok's moderation or algorithm systems.
• Changes to TikTok Shop affiliate commission rates, program eligibility, or payout policies.
• Suspension or termination of your accounts on any third-party platform.

We recommend regularly reviewing the terms of service for TikTok, ElevenLabs, PiAPI, and ManyChat independently, as changes to those terms may affect your use of the Service.

AI-Generated Content Disclaimer

ShopAI uses large language models (LLMs), AI voiceover models (ElevenLabs), and AI video generation models (Kling AI) to produce content on your behalf. You acknowledge and agree to the following regarding AI-generated content:

No Guarantee of Accuracy or Suitability

AI-generated scripts, voiceovers, and video content are produced algorithmically and may contain errors, inaccuracies, outdated information, misleading statements, inappropriate language, or content that does not reflect the true characteristics of the products being promoted. ShopAI makes no warranty — express or implied — that AI-generated content is:

• Accurate, truthful, or factually correct with respect to product claims.
• Compliant with FTC disclosure requirements, TikTok's AI content labeling policies, or applicable advertising regulations.
• Free of intellectual property infringement, including trademark, copyright, or likeness rights.
• Appropriate for your target audience or consistent with your brand voice and values.
• Effective in generating views, engagement, clicks, or affiliate commissions.

Your Review Obligation

You are solely responsible for reviewing all AI-generated content before publishing it to TikTok or any other platform. By publishing content generated through the Service, you represent that you have reviewed that content and accept full responsibility for it. ShopAI is not liable for any consequences arising from the publication of AI-generated content that you failed to review, that contains errors, or that violates applicable laws or platform policies.

AI Disclosure Requirements

TikTok and various jurisdictions require disclosure when published content is substantially generated by AI. You are responsible for understanding and complying with all applicable AI content disclosure requirements. ShopAI may provide disclosure tools to assist you, but providing those tools does not relieve you of your independent obligation to comply with disclosure requirements.

Model Limitations

AI models used by the Service may have knowledge cutoff dates and may not reflect the most current product information, pricing, availability, or market conditions. Product details used to generate scripts should be verified against the live TikTok Shop product listing before publication.

Affiliate Commission & Revenue

ShopAI provides tools to track, display, and analyze affiliate commission data sourced from the TikTok Shop Partner API. Your use of these features is subject to the following terms:

ShopAI's Role in Affiliate Tracking

ShopAI is a technology platform that facilitates the retrieval and display of affiliate commission data. ShopAI is not a party to your affiliate agreement with TikTok Shop and does not independently determine, calculate, approve, or pay affiliate commissions. All commission determinations are made exclusively by TikTok Shop in accordance with their affiliate program terms.

No Guarantee of Commission Amounts

ShopAI does not guarantee any specific level of affiliate commissions, revenue per video, earnings, or return on investment. Revenue data displayed within the Service is retrieved from the TikTok Shop API and may be:

• Subject to adjustment, correction, or reversal by TikTok Shop due to returns, chargebacks, fraud detection, or policy violations.
• Delayed or incomplete due to TikTok Shop's reporting cycles and API data availability.
• Different from the amounts ultimately paid out by TikTok Shop due to minimum payout thresholds, holds, or account-specific conditions.
• Inaccurate as a result of API errors, synchronization delays, or changes to TikTok Shop's data reporting format.

Commission Data Accuracy

ShopAI displays commission data as received from the TikTok Shop API on a best-effort basis. We do not independently verify commission calculations and are not liable for discrepancies between commission data shown in ShopAI and the amounts reported directly by TikTok Shop or paid to you. Always refer to your TikTok Shop Seller Center as the authoritative source for commission information.

Tax Obligations

You are solely responsible for all tax obligations arising from affiliate commissions you earn through TikTok Shop. ShopAI does not provide tax advice. Please consult a qualified tax professional regarding your obligations as an affiliate creator in your jurisdiction.

Past commission performance displayed in ShopAI is not predictive of future earnings. Affiliate commissions depend on a wide range of factors outside ShopAI's control, including product demand, TikTok algorithm changes, commission rate adjustments by sellers, and market conditions.

Intellectual Property

ShopAI's Intellectual Property

The Service and all of its components — including but not limited to the software, source code, algorithms, automation pipelines, UI design, visual elements, trademarks, trade names, logos, documentation, and all other materials developed by ShopAI — are owned by ShopAI, Inc. and are protected by applicable intellectual property laws, including copyright, trademark, trade secret, and patent laws.

Nothing in these Terms grants you any right, title, or interest in ShopAI's intellectual property beyond the limited license to use the Service described herein.

License to Use the Service

Subject to your compliance with these Terms and timely payment of applicable fees, ShopAI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your own personal or business affiliate marketing activities during the term of your subscription. This license does not include the right to:

• Copy, modify, distribute, sell, or sublicense the Service or any of its components.
• Reverse engineer, decompile, or disassemble the Service.
• Remove or alter any proprietary notices or labels on the Service.
• Use the Service to build or train competing AI models or products.

Trademarks

The ShopAI name, logo, and all related product names, design marks, and slogans are trademarks or registered trademarks of ShopAI, Inc. You may not use any ShopAI trademark without our prior written consent, except as expressly permitted by applicable law.

Feedback

If you submit feedback, suggestions, ideas, or improvements regarding the Service ("Feedback"), you grant ShopAI a perpetual, irrevocable, royalty-free, worldwide license to use, implement, and commercialize such Feedback without any obligation to you. We are under no obligation to keep Feedback confidential or to compensate you for it.

Data Processing

Your use of the Service involves the collection and processing of personal data. Our Privacy Policy describes in detail what data we collect, how we use it, how long we retain it, and what rights you have with respect to it. The Privacy Policy is incorporated into these Terms by reference.

GDPR (European Users)

If you are located in the European Economic Area (EEA), the United Kingdom, or Switzerland, the General Data Protection Regulation (GDPR) or applicable local data protection law governs our processing of your personal data. In such cases, ShopAI acts as a data controller with respect to account and usage data, and may act as a data processor with respect to content data that you submit. You have the right to access, rectify, erase, restrict, port, and object to the processing of your personal data, as more fully described in our Privacy Policy. To exercise these rights, contact us at support@shopai.app.

CCPA (California Users)

If you are a California resident, the California Consumer Privacy Act (CCPA) grants you additional rights with respect to your personal information. We do not sell your personal information. You have the right to know what personal information we collect, to delete your personal information (subject to certain exceptions), and to opt out of the sale of personal information (which we do not engage in). For more information, please review our Privacy Policy or contact us directly.

Data Security

We implement industry-standard technical and organizational security measures to protect your data. However, no method of electronic transmission or storage is completely secure. We cannot guarantee the absolute security of your data and are not liable for unauthorized access resulting from circumstances beyond our reasonable control.

Service Availability & Modifications

No Uptime Guarantee

ShopAI provides the Service on an "as available" basis. We do not warrant that the Service will be uninterrupted, timely, secure, or error-free. Scheduled and unscheduled maintenance, infrastructure failures, third-party API outages, and other factors may result in service interruptions. We will endeavor to communicate planned maintenance windows in advance but are not obligated to do so.

Dependency on Third-Party APIs

A significant portion of the Service's functionality depends on third-party APIs (TikTok, ElevenLabs, Kling AI, ManyChat). Changes to these APIs — including authentication requirement changes, deprecation of endpoints, rate limit reductions, or full service discontinuation — may impair or eliminate corresponding ShopAI features, potentially with little or no advance notice. ShopAI shall not be liable for any such impairment or loss of functionality.

Modifications to the Service

We reserve the right, at any time and in our sole discretion, to:

• Add, modify, suspend, or permanently discontinue any feature, integration, or aspect of the Service.
• Adjust subscription tier feature sets, usage limits, and pricing.
• Migrate the Service to different infrastructure providers or technology stacks.
• Impose usage limits or throttling as necessary to maintain Service stability.

Material modifications will be communicated via in-app notification or email where reasonably practicable. Your continued use of the Service following modifications constitutes acceptance of those modifications.

Beta Features

We may offer certain features or integrations in "beta" or "preview" status. Beta features are provided for evaluation purposes and may be incomplete, unstable, or subject to significant change. Beta features may be removed at any time without notice. Your use of beta features is at your own risk.

Limitation of Liability

Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SHOPAI EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

SHOPAI DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT ANY AI-GENERATED CONTENT WILL BE ACCURATE OR SUITABLE FOR ANY PURPOSE, THAT AFFILIATE COMMISSIONS WILL REACH ANY PARTICULAR LEVEL, OR THAT THE SERVICE WILL BE COMPATIBLE WITH YOUR TIKTOK ACCOUNT STANDING OR AFFILIATE PROGRAM MEMBERSHIP.

Exclusion of Indirect Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SHOPAI, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, OR LICENSORS BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, exemplary, or punitive damages.
• Loss of profits, revenue, commissions, business opportunities, or goodwill.
• Loss of data or the cost of procuring substitute services.
• Business interruption losses.
• Damages resulting from third-party API outages, TikTok policy changes, or account suspension by TikTok or TikTok Shop.

These exclusions apply regardless of the legal theory under which such damages are sought and even if ShopAI has been advised of the possibility of such damages.

Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SHOPAI'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO SHOPAI IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100.00).

Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the above limitations apply to the greatest extent permitted by applicable law. Nothing in these Terms limits ShopAI's liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited by applicable law.

Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless ShopAI, Inc. and its officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

• Your access to or use of the Service, including any AI-generated content you publish.
• Your User Content, including any claim that your User Content infringes, misappropriates, or violates any third-party intellectual property right, privacy right, or other right.
• Your violation of any of these Terms, including the Acceptable Use Policy.
• Your violation of any applicable law or regulation, including FTC disclosure requirements and TikTok's policies.
• Any false, misleading, or unsubstantiated claims made in content you publish through or using the Service.
• Your breach of any agreement or obligation you have with TikTok, TikTok Shop, ElevenLabs, ManyChat, or any other third-party service.

ShopAI reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, at your expense. You agree to cooperate with ShopAI's defense of such claims.

Dispute Resolution

Governing Law

These Terms and any disputes arising out of or related to them or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles.

Informal Resolution

Before initiating formal arbitration, you agree to first contact ShopAI at support@shopai.app and attempt to resolve the dispute informally for a period of not less than 30 days. This informal negotiation is a prerequisite to arbitration.

Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Service — including questions of validity, enforceability, or arbitrability — shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (or Commercial Arbitration Rules for business disputes), which are available at www.adr.org. The arbitration shall be conducted in English in Delaware, or virtually if agreed by both parties. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver

YOU AND SHOPAI EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. All disputes must be brought in your individual capacity. You may not bring any claim as a class member or representative of a class.

Exceptions to Arbitration

Either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidential information, or other proprietary rights. Such an action does not waive the right to arbitrate other claims.

If you are located in a jurisdiction where mandatory arbitration or class action waivers are not enforceable (such as certain EU member states), the arbitration clause and class action waiver above shall not apply to you, and disputes shall be resolved in the competent courts of your jurisdiction of residence.

Termination

Termination by You

You may terminate your ShopAI account at any time by following the account deletion process in your account settings or by contacting support@shopai.app. Termination of your account will take effect at the end of your current billing period if you are on a paid plan. Termination does not entitle you to a refund of any prepaid fees.

Termination by ShopAI

ShopAI may suspend or terminate your access to the Service, with or without notice, for any reason, including but not limited to:

• Violation of these Terms, including the Acceptable Use Policy.
• Non-payment of subscription fees.
• Actions that ShopAI believes, in its sole discretion, may expose ShopAI or its users to legal liability or reputational harm.
• Receipt of a valid legal demand (e.g., court order, regulatory requirement) requiring suspension or termination.
• Extended periods of account inactivity on the Free Tier (with reasonable notice).
• Discontinuation of the Service in its entirety.

Effects of Termination

Upon termination of your account, all licenses granted to you under these Terms will immediately cease. You will lose access to the Service and all data stored within it. ShopAI will retain your data for a period of 30 days following termination (the "Data Export Window"), during which you may contact us to request an export of your data. After the Data Export Window, ShopAI may permanently delete your data in accordance with our data retention policies and Privacy Policy.

The following sections survive termination: Section 5 (User Content & Licenses — license grants), Section 10 (Intellectual Property), Section 13 (Limitation of Liability), Section 14 (Indemnification), Section 15 (Dispute Resolution), and any other provisions that by their nature should survive.

Severability

If any provision of these Terms is found by a court of competent jurisdiction or an arbitrator to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect. The invalidity or unenforceability of any provision in one jurisdiction shall not affect the validity or enforceability of that provision in any other jurisdiction.

Entire Agreement

These Terms, together with the Privacy Policy and any other policies, guidelines, or addenda incorporated by reference herein, constitute the entire agreement between you and ShopAI with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service.

No failure by ShopAI to exercise any right or enforce any provision of these Terms shall constitute a waiver of that right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by a duly authorized representative of ShopAI. These Terms are not assignable, transferable, or sublicensable by you without ShopAI's prior written consent, but may be assigned by ShopAI to any affiliate, successor, or acquirer without restriction.

Changes to Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will notify you by one or more of the following methods:

• Sending an email to the address associated with your account.
• Displaying a prominent in-app banner or notification when you next log in.
• Updating the "Last updated" date at the top of this page.

For material changes, we will provide at least 14 days' advance notice before the updated Terms take effect. For non-material changes (such as corrections, clarifications, or changes required by law), the updated Terms will take effect upon posting.

Your continued access to or use of the Service after the effective date of updated Terms constitutes your acceptance of those Terms. If you do not agree to the updated Terms, you must stop using the Service before the effective date and may terminate your account as described in Section 16.

We encourage you to review these Terms periodically. The current version of these Terms is always available at this URL.

Contact Information

If you have any questions, concerns, or requests relating to these Terms of Service, please contact us:

General & Legal Inquiries
support@shopai.app

ShopAI, Inc.
We aim to respond to all inquiries within 2 business days.

For privacy-specific requests including data subject access requests, correction, or deletion requests under GDPR or CCPA, please email privacy@shopai.app with the subject line "Privacy Request." See our Privacy Policy for full details on data subject rights.