These Terms of Service ("Terms") are a binding agreement between Shopxare, LLC ("Shopxare", "we", "us") and the person or organisation that creates a workspace, signs an order form, or otherwise uses our Services ("Customer", "you"). If you accept these Terms for an organisation, you confirm that you are authorised to bind it.

By creating an account, clicking to accept, or using the Services, you agree to these Terms and to the policies they refer to: the Acceptable Use Policy, AI Terms, Privacy Policy and, where personal data is processed on your behalf, the Data Processing Addendum.

1. Who we are

Shopxare, LLC. Headquarters: 2318 Garden Rd, Shopxare Park, Monterey, CA 93940, United States. Secondary office: 181 W Valley Ave Ste 245 #523, Birmingham, AL 35209, United States. Registered agent: Republic Registered Agent LLC, 181 W Valley Ave, Ste 245, Birmingham, AL. EIN 30-1366658. Entity ID 001-091-153. Formed July 26, 2023. Email: [email protected]. Phone: +1 862 727 7373.

2. Definitions

Services — the Shopxare platform (including the Messenger, inbox, tickets, help center, Are AI, Copilot, workflows, flows, reports, calls, channels, the REST API, the desktop and mobile apps and the SDKs), the website shopxare.com and related support.
Workspace — your account space in the Services, with its own settings, teammates and data.
Users — your employees and contractors you allow into your Workspace ("teammates").
End Users — your customers, website visitors and other people who contact you through the Services.
Customer Data — data that you, your Users or your End Users submit to the Services, including messages, files, contact records, help articles and call signalling. It excludes Usage Data.
Usage Data — technical and statistical data about how the Services are used (such as feature usage, performance and error logs) that does not identify you, your Users or End Users.
Order Form — a written or online order that references these Terms, including the plan you choose in the Services.
Plan — the package of features and limits that applies to your Workspace.

3. The Services

3.1 Access. Subject to these Terms and your Plan, we grant you a non-exclusive, non-transferable right during the subscription term to access and use the Services for your internal business purposes.

3.2 Plans and limits. Features, seats, conversation volumes, AI usage and API request rates depend on your Plan. Limits are enforced by the Services. We may offer a free Plan; free Plans may have lower limits and no service level.

3.3 Changes to the Services. We continuously improve the Services and may add, change or remove features. We will not materially reduce the core functionality of a paid Plan during a prepaid term. If we remove a feature you pay for, we will tell you in advance and, at your choice, offer a comparable alternative or a pro-rata refund of the prepaid fee for that feature.

3.4 Beta and preview features. Features labelled beta, preview or early access are provided as they are, may change or end at any time, are excluded from any service level and may be governed by additional terms shown with them.

3.5 Apps and SDKs. Use of the Shopxare desktop and mobile apps is also subject to the App Terms. Use of the REST API, webhooks and SDKs is also subject to the Developer Terms.

4. Accounts and security

4.1 Eligibility. You must be at least 18 years old and able to form a binding contract. The Services are intended for businesses and professionals, not for personal, family or household use.

4.2 Account information. You will give accurate information and keep it current. Each User needs their own login; logins may not be shared.

4.3 Your responsibility. You are responsible for your Users' activity in your Workspace, for keeping credentials secure and for configuring the security settings available to you (such as two-step verification, roles and identity verification for the Messenger). Tell us promptly at [email protected] if you suspect unauthorised use.

4.4 Administrators. The Workspace owner and administrators can invite and remove Users, change roles, read conversations and export data. You are responsible for choosing them.

5. Fees, billing and taxes

5.1 Fees. You will pay the fees for your Plan and any add-ons, as shown in the Services or your Order Form. Unless stated otherwise, fees are quoted in US dollars, or in the currency shown at checkout, and are payable in advance.

5.2 Payment. Payments by card are processed by our payment provider, Stripe. You authorise us to charge your payment method for recurring fees, usage-based fees (such as additional AI resolutions or credit packs) and taxes. Invoiced fees are due within 30 days of the invoice date.

5.3 Renewal. Subscriptions renew automatically for the same period unless you cancel before the end of the current period in the billing settings of your Workspace.

5.4 Price changes. We may change prices for a future renewal by giving you at least 30 days' notice. The new price applies from the next renewal.

5.5 Upgrades and downgrades. Upgrades take effect immediately and are prorated. Downgrades take effect at the end of the current period; features and data beyond the lower Plan's limits may become unavailable.

5.6 Late payment. If an undisputed payment is more than 14 days overdue, we may suspend paid features after giving you notice. We will restore them promptly once the amount is paid.

5.7 Taxes. Fees exclude taxes. You are responsible for sales, use, value-added and similar taxes, other than taxes on our income. Where we must collect them, they will appear on the invoice.

5.8 Refunds. Refunds are governed by the Refund Policy.

6. Customer Data

6.1 Ownership. As between you and us, you own Customer Data. We claim no ownership over it.

6.2 Licence to us. You grant us a worldwide, limited licence to host, copy, transmit, process and display Customer Data only as needed to provide, secure and support the Services, to prevent abuse, and as required by law.

6.3 Your responsibilities. You are responsible for the lawfulness of Customer Data and of how you collect it, including giving End Users the notices and obtaining the consents the law requires (for example for cookies on your website, marketing messages, call or chat records and transfers of personal data).

6.4 Usage Data. We may collect and use Usage Data to operate, secure and improve the Services and to produce aggregated statistics that do not identify you or any person.

6.5 Export and deletion. You can export Customer Data during the subscription and for 30 days after it ends. After that period we delete Customer Data from active systems; backups roll off within the backup cycle described in the Security overview, unless the law requires us to keep data longer.

7. Acceptable use and restrictions

You will comply with the Acceptable Use Policy. You will not, and will not allow anyone to: (a) resell, sublicense or provide the Services to third parties except as part of your own service to your End Users; (b) copy, modify or create derivative works of the Services; (c) reverse engineer or decompile the Services except where the law expressly allows it; (d) access the Services to build a competing product; (e) circumvent limits, security measures or rate limits; or (f) use the Services in breach of applicable law, including anti-spam, consumer protection, privacy and export laws.

8. AI features

Are AI, Copilot, live translation, mood detection, knowledge-gap suggestions and similar features use machine learning models, including models of third-party providers. Their use is governed by the AI Terms. AI output can be inaccurate; you are responsible for reviewing how the AI is configured and for the answers your Workspace sends to End Users.

9. Channels, calls and third-party services

9.1 Third-party services. The Services can connect to services that we do not control, such as Telegram, email providers, WooCommerce, Shopify, Stripe and AI providers you bring your own key for. Your use of them is governed by their terms. We are not responsible for them, and we may stop supporting an integration if the provider changes or ends it.

9.2 Calls. Voice and video calls are peer-to-peer browser calls relayed by our servers when needed. They are not a telephone service and cannot be used to reach emergency services. Calls are not recorded by Shopxare. You are responsible for complying with laws that apply to calls with your End Users.

9.3 Messages you send. You are responsible for messages, emails, campaigns and push notifications sent from your Workspace, including compliance with laws such as CAN-SPAM, the TCPA, the GDPR and the ePrivacy rules.

10. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and disclose it only to its personnel and advisers who need to know it and are bound by similar obligations. These duties do not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or rightfully received from a third party. A party may disclose Confidential Information when the law requires, after giving notice where legally allowed.

11. Data protection and security

11.1 Privacy. We handle personal data as described in the Privacy Policy. When we process personal data in Customer Data on your behalf, the Data Processing Addendum applies and forms part of these Terms.

11.2 Security. We maintain the technical and organisational measures described in our Security overview and will not materially decrease them during your subscription.

12. Availability and support

We aim to keep the Services available around the clock, apart from planned maintenance, which we try to schedule at low-traffic times and announce on our status page when it may cause downtime. Where your Order Form or Plan includes it, the Service Level Agreement applies. Support is provided by email at [email protected] and in the Services.

13. Suspension

We may suspend access to the Services, in whole or in part, if: (a) your use poses a security risk to the Services or to others; (b) you breach the Acceptable Use Policy; (c) payment is overdue as described in section 5.6; or (d) the law or a competent authority requires it. Where practicable, we will give notice first and limit the suspension to what is necessary. We will restore access once the cause is resolved.

14. Term and termination

14.1 Term. These Terms start when you first accept them and continue until all subscriptions end.

14.2 Termination for convenience. You may cancel your subscription at any time in the billing settings; it ends at the end of the current paid period. You may close a free Workspace at any time.

14.3 Termination for cause. Either party may terminate these Terms by written notice if the other party materially breaches them and does not cure the breach within 30 days after notice, or immediately if the other party becomes insolvent or ceases business. We may terminate immediately for serious or repeated breaches of the Acceptable Use Policy.

14.4 Effect. When these Terms end, your right to use the Services ends, unpaid fees become due, and section 6.5 applies to your data. If you terminate for our uncured material breach, we will refund prepaid fees for the remaining term. Sections 5 (for amounts owed), 6, 7, 10, 15 to 18 and 20 survive.

15. Warranties and disclaimers

15.1 Mutual. Each party warrants that it has the authority to enter into these Terms.

15.2 Ours. We warrant that, during a paid subscription, the Services will perform materially as described in our documentation. If they do not, and you tell us within 30 days, we will try to correct the problem; if we cannot within a reasonable time, either party may terminate the affected subscription and we will refund prepaid fees for the remaining term. This is your exclusive remedy for breach of this warranty.

15.3 Disclaimer. Except as expressly stated in these Terms, the Services are provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, or that AI output will be accurate.

16. Indemnification

16.1 By us. We will defend you against any third-party claim alleging that the Services, as provided by us, infringe that party's intellectual property rights, and pay the damages and costs finally awarded or agreed in settlement. We may, at our option, procure the right for you to continue using the Services, modify them to be non-infringing, or terminate the affected subscription and refund prepaid fees for the remaining term. We have no obligation for claims arising from Customer Data, third-party services, combinations not provided by us, or use in breach of these Terms.

16.2 By you. You will defend us against any third-party claim arising from Customer Data, your use of the Services in breach of these Terms or applicable law, or messages sent from your Workspace, and pay the damages and costs finally awarded or agreed in settlement.

16.3 Procedure. The indemnified party must notify the other promptly, give it sole control of the defence and settlement (no settlement may impose an admission or obligation on the indemnified party without its consent), and provide reasonable cooperation.

17. Limitation of liability

17.1 Exclusion. To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if advised of their possibility.

17.2 Cap. To the maximum extent permitted by law, each party's total liability arising out of or relating to these Terms is limited to the amounts you paid or owed to us for the Services in the 12 months before the event giving rise to the claim, or one hundred US dollars (US$100) if you have not paid anything.

17.3 Exceptions. The limits in 17.1 and 17.2 do not apply to your payment obligations, a party's indemnification obligations, a party's breach of section 10, your breach of section 7 or the Acceptable Use Policy, or liability that cannot be limited by law.

18. Governing law and disputes

18.1 Law. These Terms are governed by the laws of the State of California, United States, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Informal resolution. Before starting proceedings, the parties will try in good faith to resolve a dispute for 30 days after written notice to the other party.

18.3 Courts. The state and federal courts located in Monterey County, California, have exclusive jurisdiction, and both parties consent to them. Either party may seek injunctive relief in any competent court to protect its intellectual property or Confidential Information.

19. Changes to these Terms

We may update these Terms. If a change is material, we will notify you by email or in the Services at least 30 days before it takes effect, except for changes required by law or relating to new features, which may take effect sooner. If you do not agree to a change, you may cancel before it takes effect; for prepaid subscriptions the current Terms continue to apply until the end of the period. Continued use after the effective date means acceptance. Previous versions are available on request.

20. General

Entire agreement. These Terms, the policies they refer to and any Order Form are the entire agreement on their subject. If they conflict, the Order Form prevails, then the Data Processing Addendum (for personal data), then these Terms.
Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of all or substantially all of its relevant assets, with notice.
Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labour actions, government actions or failures of internet or utility providers. Payment obligations are not excused.
Notices. We send notices to the email address of the Workspace owner or the billing contact. You send notices to [email protected]. Legal notices may also be sent to our headquarters address.
Publicity. We will not use your name or logo in our marketing without your permission.
Export and sanctions. You will comply with US and other applicable export control and sanctions laws and will not use the Services in, or make them available to people in, embargoed countries or on restricted-party lists.
Feedback. If you give us feedback, we may use it without obligation to you.
Independent parties. The parties are independent contractors. There are no third-party beneficiaries.
Waiver and severability. Failure to enforce a provision is not a waiver. If a provision is unenforceable, the rest remains in effect.
Language. These Terms are written in English. Translations are provided for convenience; if they differ, the English version prevails.

21. Contact

Shopxare, LLC · 2318 Garden Rd, Shopxare Park, Monterey, CA 93940, United States · [email protected] · +1 862 727 7373