ShopBase terms of service

Please read this Agreement carefully before using the Services. By using the website https://www.shopbase.com (the "Site"), and applications, features and other content (collectively, the "Services") offered by OpenCommerce Group, Inc ("ShopBase"), you signify your assent to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, you do not have any right to use the Services.The Services, owned and operated by ShopBase, collect user and usage data to enable website and application owners to send e-mail messages efficiently to consumers based on their behavior. This Agreement applies to all users of the Services. Your use of the Services is an acknowledgment that you understand and agree to be bound by this Agreement, any fees applicable to you, any additional guidelines, ShopBase's Privacy Policy and Anti-Spam Policy, and any future modifications of this Agreement.The Services are accessed by you ("User" or "you") under the following terms and conditions:
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Subject to the terms and conditions of this Agreement, ShopBase may provide the Services, which are selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, the offering of any materials displayed or performed on the Site and related features (including, but not limited to text, data, software, graphics, photographs, images, illustrations, audio clips and video clips, also known as the "Content"). ShopBase may change, suspend or discontinue the Services for any reason, at any time, including the availability of any feature or Content. ShopBase may also restrict your access to parts or all of the Services without notice or liability. ShopBase may modify this Agreement at any time by posting a notice on the Services, or by sending you a notice via e-mail or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified. If at any time you do not agree to these terms and conditions, you must terminate your use of the Services. You will still remain liable for any obligations incurred or charges accrued on or before the date of termination.

You certify to ShopBase that if you are an individual (i.e., not a corporation) you are at least 18 years of age. You also certify that you are legally permitted to use the Services and access the Site. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to this agreement, in which case the terms "you" or "your" shall refer to such entity. This Agreement is void where prohibited by law, and the right to use the Services is revoked in such jurisdictions.

ShopBase will use reasonable efforts to ensure that the Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by ShopBase to minimize such disruption where it is within ShopBase's reasonable control. ShopBase will not be liable in any event to you or any other party for any suspension, modification, discontinuance or lack of availability of the Site, the Services, your Customer Data or Results (as defined herein) or other content.
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MERCHANTS
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Account Limits; Availability of Funds. Your Account may be subject to certain limits, which may affect your ability to make or receive payments or to withdraw funds. Any limits may be modified at any time. These limits may be affected by several factors, including without limitation our assessment of the risk associated with your Account, the amount of pending or potential Chargebacks we incurred, the information you provide, our ability to verify your account information, and requirements of law. In addition to account limits, we may restrict transactions to or from your Account or limit access to funds in your Account in an amount and for a period of time we deem necessary to protect us or other users including without limitation if (a) we are subject to financial risk, (b) you have violated any term of this Agreement, (c) we have pending Chargebacks or we believe we may have Chargebacks caused by our or our buyers’ purchase of your goods or services, (d) any dispute exists involving your Account or transaction conducted in connection with your Account, (e) needed to protect the security of our systems, or (f) required by law or court order or if otherwise requested by law enforcement or any governmental entity. We may inspect your Account for any reason.
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Buyer Dispute Program. When you sell goods or services to us or our buyers, you will cooperate with us to resolve complaints submitted through our Buyer Dispute Program. You will respond to our inquiries and deliver to us any information requested by us regarding any disputed sales transactions within 5 business days of our request. If we make or receive a claim in respect of sale of physical goods (or any substantially consistent offer) concerning one of your transactions, you will deliver to us within 5 business days with respect to the transaction: (a) proof of delivery of the goods, (b) the transaction identification number, (c) a description of the goods, (d) a copy of the receipt provided to the buyer, and (e) any other information or documents related to the transaction that we reasonably request, including without limitation evidence that the transaction was authorized. If the claim is not caused by Card (described below) fraud for which we are responsible under the specific account terms that apply to the accounts available through the Service or our failure to make the applicable transaction information available as it was received by us, or if you fail to comply with the immediately preceding sentence, then you owe us the amount of our or our customer purchase (including without limitation the purchase price, all associated shipping and handling charges and all taxes) and all Network (described below), bank or other payment processing, re-presentment and other fees associated with the original purchase and any Chargeback or refund. If you are involved in a dispute with our buyer or another user involving the sale of physical goods, you release us (and our agents and employees) from any and all claims, demands, and damages (actual and consequential) in any way connected with the dispute and the transaction.
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Chargebacks. The amount of a transaction may be charged back or reversed to your Account (a “Chargeback”) if the transaction (a) is disputed by the sender or us, (b) is reversed for any reason, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of this Agreement. You owe us and will immediately pay us the amount of any Chargeback and any associated fees, fines, or penalties listed in the Fee Schedule or assessed by our Processor, processing financial institutions, or MasterCard, Visa, American Express, Discover, and other payment card networks, associations, or companies (“Networks”). You agree to assist us when requested, at your expense, to investigate any of your transactions with us or our buyers processed through the Service. For Chargebacks associated with Cards not initiated by us, we will work with you to contest the Chargeback with the Network or issuing banks should you choose to contest the Chargeback. We will request necessary information from you to contest the Chargeback not initiated by us. Your failure to timely assist us in investigating a transaction, including without limitation providing necessary documentation within 11 days of our request, may result in an irreversible Chargeback.
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BUYERS
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Our Role. Except for our limited role in processing payments that you authorize or initiate, we are not involved in any underlying transaction between you, any other user, or any service providers. We are not a bank and do not offer banking services. We may use the services of one or more third parties to provide the Service and process your transactions (each a “Processor”). We do not guarantee payment on behalf of any user.
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Your Authorization. You authorize us to hold, receive and disburse funds in accordance with your payment instructions, whether provided to us directly or through a third party, and whether to us in our own capacity or in our capacity as acting on behalf of sellers of goods or services and other third parties that have appointed us as agent for the limited purpose of receiving payments. Your authorization permits us to debit or credit your Account’s balance, any credit card, debit card, or other payment cards that we accept ("Cards"), or any other payment method we accept. When you instruct us to pay a user, you authorize and order us to commit your payment (less any applicable fees or other amounts we may collect under this Agreement) to that user. We may limit the recipient's ability to use or withdraw the committed funds for a period of time we have agreed with the recipient. Your authorizations will remain in full force and effect while you maintain your Account with us and for any bank account.
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Cards. You may use registered Cards to pay for goods or services. You may be required to verify that you control the Card accounts that you register prior to using the Cards for transactions or to obtain additional payment privileges. You may not use your Card to make payments to yourself or to add money to your account.
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Accepting Cards. You will comply with our Card processing policies, procedures, and instructions as published on our Site or provided to you from time to time. As a condition of accepting Cards using the Service, you agree to follow all applicable rules and regulations of the Networks, as amended from time to time, that are provided to you or are generally available to the public (including merchant rules posted on usa.visa.com, www.mastercard.com, www.americanexpress.com, and www.discover.com) (“Network Rules”). We may remove or add Cards or other payment methods that we accept at any time without prior notice. Except as permitted by Network Rules or applicable law, you will not (a) establish limits below which you will not accept a Card, (b) assess a surcharge for the use of a Card in connection with any transaction, or (c) dispense cash on any Card transaction. We will only process Cards that receive an authorization from the applicable Network or Card issuer. An authorization does not guarantee that such transaction will be collectible or that the cardholder is actually authorized to use the Card or that the transaction will not be subject to Chargeback.
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MERCHANTS AND BUYERS
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Transaction Limits. We may delay, suspend or reject a transaction for any Account for any reason, including without limitation if we suspect the transaction subjects us to financial or security risk or is unauthorized, fraudulent, suspicious, unlawful, in violation of the terms of this Agreement, subject to dispute (including without limitation a dispute under our Buyer Dispute Program) or Chargeback, or otherwise unusual.
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Taxes. You are responsible for determining any and all taxes and duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with any request for or performance of the Service, your use of the Site, the sale or purchase of any products or services for a transaction, or otherwise in connection with any action, inaction, or omission by you or any affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives (“Taxes”). You also are responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We may provide you a means for you to determine and apply taxes to your transactions, but we and our Affiliates are not obligated to determine whether taxes apply and are not responsible for calculating, collecting, reporting, or remitting any taxes to any tax authority arising from any transaction. Information about you and your transactions using the Service may be reported to the Internal Revenue Service (“IRS”) as provided in our policy on IRS Reporting Regulations on Third-Party Payment Transactions.
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Indemnity. You will indemnify and hold harmless us and our Affiliates (and their respective employees, directors, agents, and representatives) from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our Policies or Network Rules, (b) your wrongful or improper use of the Service, and (c) any transaction submitted by you through the Service.

You shall not store any significant portion of the Content in any form. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without prior written permission from ShopBase, or from the copyright holder identified in such Content's copyright notice. All trademarks, service marks, and trade names which appear on the Services are proprietary to ShopBase or third parties. You shall abide by all copyright notices and restrictions contained in any Content accessed through the Services.

You shall not store any significant portion of the Content in any form. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without prior written permission from ShopBase, or from the copyright holder identified in such Content's copyright notice. All trademarks, service marks, and trade names which appear on the Services are proprietary to ShopBase or third parties. You shall abide by all copyright notices and restrictions contained in any Content accessed through the Services.
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1.1. “Copyright” means the legal rights granted under applicable copyright laws to protect original works of authorship, including but not limited to artwork, designs, images, text, and other creative materials.

1.2. “Trademark” means any trademark, service mark, trade name, brand name, logo, or other identifiers that distinguish the goods or services of one party from those of others and are protected under applicable trademark laws.

1.3. “DMCA” refers to the Digital Millennium Copyright Act (17 U.S.C. §512), a United States law that provides a framework for copyright owners and online service providers to address claims of copyright infringement.

1.4. “Intellectual Property” or “IP” means all rights protected under applicable intellectual property laws, including but not limited to copyrights, trademarks, service marks, trade names, logos, trade dress, and other proprietary rights.

1.5. “Brand enforcement” means actions taken by a rights holder or by ShopBase to enforce and protect brand-related intellectual property rights, including trademark infringement, counterfeiting, brand misuse, trade dress infringement, and related deceptive or misleading practices.

1.6. “Seller Content” means any designs, artwork, text, images, product listings, descriptions, branding elements, or other materials uploaded, submitted, or made available by a Seller through the ShopBase platform.

ShopBase is a technology service provider that offers a platform enabling independent sellers to create, list, and sell custom products.

ShopBase does not act as the seller or brand owner and does not assume responsibility for the legality, safety, quality, or intellectual property compliance of any seller products or content.

ShopBase maintains a designated agent for receipt of copyright infringement notices under the DMCA. If you believe content on our platform infringes your intellectual property rights, you can report it here.

Upon receipt of a compliant DMCA notice or where ShopBase otherwise becomes aware of content that is manifestly and unambiguously infringing on its face, ShopBase may, in its sole discretion:
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3.1. Remove or disable access to reported products, listings, or content;
3.2. Suspend, restrict, or terminate seller accounts or stores;
3.3. Refund or cancel orders containing infringing materials where necessary;
3.4. Withhold, reserve, or freeze seller funds related to the reported activity until the matter is fully resolved;
3.5. Disclose seller identity, transaction records, or related data to rights holders, payment processors, or competent authorities as required by law;
3.6. Process counter-notifications submitted by sellers in accordance with applicable law.

DMCA counter-notification and seller appeal procedures apply solely to copyright-related claims and are governed by ShopBase’s DMCA reporting process, as detailed at: https://www.shopbase.com/dmcareport

Submission of a counter-notification does not guarantee reinstatement of removed content. ShopBase reserves the right to maintain, modify, or enforce appropriate actions based on legal requirements, risk assessment, and compliance considerations.

Trademark, counterfeit, impersonation, passing-off, publicity, privacy, trade dress, brand misuse, and other intellectual property or brand-related claims not governed by the DMCA are handled separately under this Intellectual Property Enforcement Policy.

ShopBase does not determine intellectual property ownership, validity, authorization, or infringement and makes no legal judgment regarding trademark, brand, or other non-DMCA intellectual property disputes. Any action taken by ShopBase in response to such complaints is a compliance and risk-mitigation measure only and does not constitute an admission of liability or wrongdoing.
ShopBase may request supporting documentation from a complainant before taking action under this Section and is under no obligation to act on an unsubstantiated complaint.

Upon receipt of a trademark complaint, enforcement request, or legal order, or upon ShopBase's independent identification of content it reasonably believes may infringe a third party's trademark or brand rights, ShopBase may, at its sole discretion:
4.1. Remove or disable access to reported products, listings, or content;
4.2. Suspend, restrict, or terminate seller accounts or stores;
4.3. Refund or cancel orders containing infringing materials where necessary;
4.4. Withhold, reserve, or freeze seller funds related to the reported activity until the matter is fully resolved;
4.5. Disclose seller identity, transaction records, or related data to rights holders, payment processors, or competent authorities as required by law.

Trademark, intellectual property, brand and other non-DMCA claims are not subject to DMCA counter-notification procedures.

The Seller acknowledges and agrees that the Seller is solely responsible for ensuring that all products, designs, content, and materials offered or sold through the ShopBase platform do not infringe upon any intellectual property rights of third parties.

By using the ShopBase platform, sellers represent and warrant that:
5.1. They own or have lawful authorization to use all copyrights, trademarks, brand names, logos, and other intellectual property associated with their products;
5.2. Their content does not infringe any intellectual property, publicity, privacy, or proprietary rights of any third party;
5.3. They do not offer counterfeit, misleading, or infringing products.

Any breach of these representations constitutes a material violation of the Terms of Service. ShopBase shall not assume any responsibility or liability for any intellectual property infringement or violation committed by the Seller. In the event of any legal claim, dispute, or action arising from such violations, ShopBase shall be exempt from any related liability.

Any review, moderation, or enforcement action conducted by ShopBase is limited to platform compliance and risk management purposes only and does not constitute legal advice, legal review, or verification of intellectual property ownership.

Sellers agree to fully cooperate with any intellectual property investigation or enforcement action, including providing proof of ownership or authorization, supplier or manufacturer information, and transaction or fulfillment records upon request.

Failure to cooperate may result in immediate enforcement actions, including but not limited to account suspension, termination, order cancellation, and withholding of funds.

Sellers agree to indemnify, defend, and hold harmless ShopBase from any and all claims, losses, liabilities, damages, penalties, injunctions, settlements, costs, and reasonable legal fees, whether direct or indirect, including reputational harm and loss of goodwill, arising out of or related to:
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8.1. Copyright or Intellectual property infringement;
8.2. Trademark infringement, counterfeiting, or brand misuse;
8.3. Publicity or privacy rights violations;
8.4. Any violation of this Policy, the Terms of Service, or applicable law.
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These obligations survive account suspension or termination.

ShopBase reserves the right, at its sole discretion and to the extent permitted by law, to withhold, reserve, or set off any amounts payable to Sellers against any indemnification obligations, losses, costs, or expenses incurred or reasonably anticipated by ShopBase under this Section.

Unless otherwise agreed by the parties and subject to ShopBase's rights set forth in this Section 4, you shall own all right, title and interest (including all intellectual property and other proprietary rights) in and to all data developed using your Customer Data during the performance of the Services and delivered to you by ShopBase ("Results"). Results are works made for hire to the extent allowed by law, and ShopBase makes all assignments to you necessary to accomplish the foregoing ownership. You hereby grant ShopBase a limited, non-exclusive right (i) to disclose your Results to ShopBase's employees and agents solely as required for them to provide ShopBase with their products and services, and (ii) to disclose your Results to comply with court order, law, or direction by a governmental or regulatory agency (in which event, ShopBase will use reasonable efforts to provide prior written notice to you of such disclosure and the opportunity to object to such disclosure or to seek confidential treatment of such data), and (iii) to use your Results to operate, manage, and maintain the Services, and to improve the Services' ability to deliver web and application analytics services to you. ShopBase may compile and analyze Results and prepare reports and other work product using the aggregate Results compiled from you and other customers. Notwithstanding anything in this Agreement, ShopBase shall have exclusive ownership rights to, and the exclusive right to use, such compiled Results for any purpose, including, but not limited to advertising, marketing, and improvement of the Services. ShopBase shall not distribute compiled Results in a manner that identifies you without first obtaining your prior written consent.

ShopBase has no obligation to store any Results after delivery of such Results to you. ShopBase reserves the right to withhold, remove or discard Results without notice for any breach of this Agreement by you, including, without limitation, your non-payment of fees due hereunder. Upon termination of this Agreement for your breach, ShopBase shall have no obligation to maintain or forward any Results to you.

ShopBase has no special relationship with or fiduciary duty to you. You acknowledge that ShopBase has no control over, and no duty to take any action regarding: which users gain access to the Services; what Results you may obtain via the Services; what effects the Content may have on you; how you may interpret or use the Results; or what actions you may take as a result of having been exposed to the Content. You release ShopBase from all liability for your having acquired or not acquired Content and Results through the Services. ShopBase does not manage or control any business or individual that you may interact with through the Services, and ShopBase accepts no responsibility or liability for any act or omission by such entity. You hereby waive any and all legal or equitable rights or remedies you have or may have against ShopBase with respect to acts and omissions by such entities.

The Services may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. ShopBase makes no representations concerning any content contained in or accessed through the Services, and ShopBase will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. THE SERVICES, CONTENT, RESULTS, SITE AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT ALLOWED BY LAW, ShopBase DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, LEGALITY OR OPERABILITY OF THE MATERIAL PROVIDED THROUGH THE SERVICES. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT ShopBase IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM (1) USE OF THE SERVICES; (2) DOWNLOADING INFORMATION CONTAINED ON THE SERVICES; (3) UNAUTHORIZED DISCLOSURE OF IMAGES, INFORMATION OR DATA THROUGH THE SERVICES; AND (4) THE INABILITY TO ACCESS OR RETRIEVE ANY RESULTS FROM THE SERVICES, INCLUDING, WITHOUT LIMITATION, HARM CAUSED BY VIRUSES OR ANY SIMILAR DESTRUCTIVE PROGRAM.

Users of ShopBase may gain access from the Services to third party sites on the Internet. Third party sites or services are not within the supervision or control of ShopBase. ShopBase makes no representations or warranties about any third party site or resource, and does not endorse the products or services offered by third parties. ShopBase disclaims all responsibility and liability for content on third party websites. You hereby irrevocably waive any claim against ShopBase with respect to third party content. Third party providers of ancillary services may require your agreement to additional or different license or other terms prior to your use or access of their sites or services. Any such agreement shall not in any way modify your Agreement here with ShopBase.

As a condition to using Services, you may be required to supply ShopBase with certain registration information. You shall provide ShopBase with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in termination of your access to and use of the Services. You shall never use another User's account or registration information, for ShopBase's or any third party services you access through ShopBase, without permission. ShopBase reserves the right to refuse registration of or cancel an account in its discretion. You shall be responsible for maintaining the confidentiality of your ShopBase password and for all activity of any person who accesses the Services using your password.

You irrevocably authorize ShopBase to disclose your personally identifiable information or the personally identifiable information of your end users collected by ShopBase at the request of any state, federal or other governmental agency or in response to any judicial process (including, without limitation, a subpoena).

You will indemnify and hold ShopBase, its directors, officers, employees, agents, and representatives harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of your access to or use of the Services, your violation of this Agreement, or your infringement, or the infringement by any third party using your registration information, of any intellectual property, or other right of any person or entity, including but not limited to any third party claims relating to your disclosure of end personally identifiable information of your end users to ShopBase.

IN NO EVENT SHALL SHOPBASE, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, MEMBERS, AGENTS AND REPRESENTATIVES BE LIABLE WITH RESPECT TO THE SERVICES FOR (A) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND; (B) DAMAGES FOR LOSS OF USE, PROFITS, DATA, IMAGES, CUSTOMER DATA OR OTHER INTANGIBLES; © DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF THE SITE, ERRORS OR OMISSIONS; OR (D) DAMAGES RELATED TO DOWNLOADING OR USING RESULTS. ShopBase'S LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Neither party may terminate the Services at any time by notifying the other party by any means. ShopBase may also terminate or suspend any and all Services immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable. Upon any such termination, your right to use the Services and access Results will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

ShopBase may charge a monthly subscription fee for use of the Services. In the event you purchase paid Services, your credit card will be charged based on our policy. You may cancel your ShopBase subscription at any time, but once you have been charged a subscription fee, there are no refunds, partial or in full, for that fee.

Please review our Privacy Policy, which governs the use of personal information by ShopBase and to which you agree to be bound as a user of the Services.

A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

This Agreement shall be governed by and construed in accordance with the laws of Singapore. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by the state and federal courts located in Singapore. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this section.

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. ShopBase shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond ShopBase's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with ShopBase's prior written consent. ShopBase may transfer, assign or delegate this Agreement and any or all of its rights and obligations without consent. ShopBase may publicly disclose in writing that customers who purchase paid Services are customers and may use their trademarks, service marks or trade name solely in connection with such disclosures. This Agreement (including the Privacy Policy and Anti-Spam Policy) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority to bind ShopBase in any respect whatsoever. Any notice that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to support@shopbase.com.
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