User Agreement – Shopen.ai

Please Read The Following Terms And Conditions Carefully. Pricetrace LLC and its subsidiaries and affiliates ("Shopen," "we," or "us"), require that all visitors to our Web sites, apps, and social media account owned by Shopen (the "Site") adhere to the following terms and conditions of use. By accessing and using the Site, you agree, on your own behalf and on behalf of any corporation or other legal entity that you represent or for which you access the Site (your "Company"), to be bound by and comply with the following terms and conditions of use (these "Terms") and to comply with all applicable laws and regulations. If you do not agree to these Terms, you are not authorized to use the Site.

BY ACCESSING AND USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS.

1. Age Restriction

By accessing or using any of the Sites and Forums, you represent and warrant that you are 13 years of age or older. If you do not meet this requirement, you must not access or use any of the Sites and Forums under any circumstances and should not send any information about yourself to us through the Sites and Forums.

2. Changes to the Website and Terms

We may change these Terms at any time, and all such changes are effective immediately upon notice, which we may give by any means, including, but not limited to, by posting a revised version of these Terms or other notice on the Site. You should view these Terms often to stay informed of changes that may affect you. Your use of the Site constitutes your continuing agreement to be bound by these Terms, as they are amended from time to time. We expressly reserve the right to make any changes that we deem appropriate from time to time to the Site or to any information, text, data, databases, graphics, images, sound recordings, video materials, audio clips, logos, software, features, services, and other materials within the Site (all such materials, and any compilation, collection, or arrangement thereof, the "Content").

3. Accounts

User may use Shopen Sites and Forums without registering a user account. In order to use certain services on the Sites and Forums, User will need to create an account. All the information User provides when User creates the account must be true, accurate, current and complete. User is responsible for all activities in User's account as well as the security and protection of login information and passwords.

To be eligible to use or access Shopen Sites and Forums, you must meet the following criteria and you hereby represent and warrant that you:

are thirteen (13) years of age or older;
are not currently restricted from our services, or not otherwise prohibited from having an Shopen account;
are not a competitor of Shopen or are not using the account for reasons that are in competition;
have full power and authority to enter into this Agreement, including on behalf of any entity or other person for whom you are acting as a representative, and doing so will not violate any other agreement to which you, or the person or entity you are representing, is a party;
will not violate any rights of Shopen, including intellectual property rights such as copyright or trademark rights;
will not violate any of the terms of this Agreement; and
agree to provide at your cost all equipment, software, and internet access necessary to use Shopen Sites and Forums or your account.

4. Commenting

Commenters are expected to abide by the site's official Comment Policy as outlined in this document. Shopen is not responsible for the content of any comments posted by non-employees. However, Shopen reserves the right to edit or remove any comment that violates the Comment Policy, as well as to permanently block any repeat offenders at their discretion without warning.
Comments posted by readers do not necessarily reflect the opinion of Shopen. Restrictions in the below:

Obscene, indecent, or profane language.
Meanness.
Sensitive personal information.
Spam comments and gratuitous links.
Personal referral links.
Excessively dangerous advice.
Deceitful intentions.

5. License to Access and Use

5.1

You may access and use this Site only for your personal use. Any other access to or use of the Site or the Content constitutes a violation of these Terms and may violate applicable copyright, trademark, or other laws

5.2

You may not access, use, or copy any portion of the Site or of the Content through the use of bots, spiders, scrapers, web crawlers, indexing agents, or other automated devices or mechanisms. You agree not to remove or modify any copyright notice or trademark legend, author attribution, or other notice placed on or contained within any of the Content. Except as expressly authorized by us in writing, in no event will you reproduce, redistribute, duplicate, copy, sell, resell, or exploit for any commercial purpose any portion of the Site or the Content or any access to or use of the Site or the Content.

5.3

You represent and agree that all information that you provide to us in connection with your access to and use of the Site is true, accurate, and complete to the best of your knowledge and belief.

6. Privacy Policy

Information that you provide to us or that we collect about you and your Company through your access to and use of the Site is subject to our Privacy Policy, the terms of which are hereby incorporated by reference into these Terms. We encourage you to read and become familiar with our Privacy Policy.

7. Intellectual Property

You understand and agree that we own, or (where applicable) we have licensed from third parties, all right, title, and interest in and to the Site and all of the Content. You acknowledge and agree that the Content constitutes valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries, and that you acquire no ownership interest by accessing or using the Site or the Content. Such intellectual property and proprietary rights may include, but are not limited to, copyrights, trademarks and service marks, trade dress, and trade secrets, and all such rights are the property of Shopen or its licensors and content providers.

8. Termination of Access

Shopen retains the right, at its sole discretion, to terminate your authorization to access or use the Sites and Forums or to terminate your account at any time and for any reason. Possible reasons for terminating your authorization to access or use the Sites and Forums or suspend or terminate your account may include, but is not limited to, if you violate any terms of this Agreement, if you cause liability to other users of the Sites and Forums, if you do not use your account, or if your account is inactive for twenty-four (24) consecutive months or if the account has been associated with any questionable activity.

9. User Conduct

In connection with your access and use of the Site and that of any person authorized by you to access and use the Site, you are responsible for complying with all applicable laws, regulations, and policies of all relevant jurisdictions, including all applicable local rules regarding online conduct. Not in limitation of the previous sentence, in connection with your use of the Site, neither you nor your Company may cause or permit any person to do any of the following:

use the Site or Content for any unlawful purpose;
use the Site to post or transmit any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
impose an unreasonably or disproportionately large load on the Site or otherwise interfere with or inhibit any other user of this Site from using or enjoying the Site;
use the Site to post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, harassing, or otherwise objectionable information of any kind;
use the Site to post or transmit any information which is invasive of another's privacy or publicity rights or that otherwise violates or infringes in any way upon the rights of others; and
use the Site to post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes, or other unsolicited commercial communication.

10. Submissions

The Services does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Services' Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.

10.1

By disclosing or offering any information to us, including comments, computer files, documents, graphics, suggestions, ideas, or other information (each, a "Submission"), either through your use of the Site or otherwise, you authorize Shopen to make such copies thereof as we deem necessary, including to facilitate the posting and storage of the Submission on the Site. By making a Submission, you automatically grant, and you represent and warrant that you have the right to grant, to Shopen an irrevocable, perpetual, non-exclusive, transferable, royalty-free, worldwide license to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Submission for any purpose, commercial, advertising, or otherwise, on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Submission, and to grant and authorize sublicenses of the foregoing.

10.2

By making a Submission, you represent that you have all requisite rights to, and are authorized to disclose, all of the information contained in the Submission. You are fully responsible for any Submission you make and for the legality, reliability, appropriateness, and originality thereof.

11. Security

Shopen takes such commercially reasonable measures as it deems appropriate to secure and protect information transmitted to and from the Site. Nevertheless, we cannot and do not guarantee that any such transmissions are or will be totally secure. You are responsible for maintaining the confidentiality of any information about you, including any username and any password used in connection with your use of the Site. You agree to notify Shopen immediately if you discover loss or access to such information by another party not under your control and supervision. Shopen will not be liable for any loss or damage arising from the unauthorized use of your username or password.

12. Hyperlinks

This Site includes hyperlinks to other websites which are not maintained by Shopen. We are not responsible for the content of such external websites and we make no representations whatsoever concerning the content or accuracy of, opinions expressed in, or other links provided by such websites. The inclusion of any hyperlink to external websites (or third parties) does not imply endorsement by Shopen of those websites or any products or services referred to therein. The terms of service and privacy policies applicable to external websites may be different from those applicable to our Site. If you decide to access any external website through a link within our Site, you do so entirely at your own risk, you should direct any concerns regarding an external website to the administrator of that website, Shopen will have no liability for any loss or damage arising from your access or use of any external website. You agree that you will bring no suit or claim against us arising from or based upon any such use of external websites. Hyperlinks to other websites that are provided on the Site are not intended to imply that: (a) we are affiliated or associated with any external website; or (b) any linked site is authorized to use any of our trademarks, trade names, logos, or copyrights.

13. Copyright and Trademarks

Shopen platform contains copyrighted material, trademarks, and other proprietary information, including, without limitation, text, software, photos, video, graphics, music, and sound, and the entire contents of our platform are protected by copyright, trademark, and other intellectual property laws of the United States. Shopen owns a copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to it. You may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. Except as otherwise expressly stated under copyright law, no downloading, copying, redistribution, retransmission, publication, or commercial exploitation of the content without the express permission of Shopen or the copyright owner is permitted. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in infringement of a copyright, trademark, or other intellectual property right, that may subject you to civil and/or criminal penalties.

Some marks on our platform, not owned by Shopen, may be under license from the trademark owner, in which case such license is for the exclusive benefit and use of Shopen. Except for the limited permission to use the Shopen logo as set forth in these Terms, you may not, without our express written permission, use any of Shopen trademarks or service marks for any other purpose.

14. Disclaimers and Limitations on Liability

THE SITES AND FORUMS, AND THEIR RESPECTIVE CONTENTS, AND EACH THIRD PARTY WEBSITE ACCESSIBLE FROM OR THROUGH THIS SITE, ARE PROVIDED TO YOU "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. SHOPEN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES, DATA ACCURACY, SYSTEMS INTEGRATION, INFORMATION PROTECTION, QUIET ENJOYMENT AND ALL IMPLIED WARRANTIES INCLUDING THOSE ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

SHOPEN DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE FEATURES OF OR INFORMATION AVAILABLE ON THE SITES AND FORUMS IN TERMS OF THEIR TIMELINESS, CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. WHILE WE MAKE REASONABLE EFFORTS TO PROVIDE ACCURATE AND TIMELY INFORMATION ON THIS SITE, YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED IS ALWAYS UP TO DATE OR THAT THIS SITE CONTAINS ALL THE RELEVANT INFORMATION AVAILABLE ABOUT DELAMOON OR ANY OF ITS PRODUCTS OR SERVICES. SHOPEN UNDERTAKES NO OBLIGATION TO VERIFY OR MAINTAIN THE CORRECTNESS, ACCURACY, RELIABILITY, OR CURRENCY OF SUCH INFORMATION. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS THERFORE STRICTLY AT YOUR OWN RISK.

EVERY EFFORT IS MADE TO KEEP THE SITES AND FORUMS UP AND RUNNING SMOOTHLY. HOWEVER, SHOPEN TAKES NO RESPONSIBILITY FOR AND WILL NOT BE LIABLE FOR ANY OF THE SITES AND FORUMS BEING UNAVAILABLE.

USER ALSO AGREES THAT SHOPEN WILL NOT BE LIABLE FOR ANY COSTS OR DAMAGES ARISING OUT OF A DISPUTE BETWEEN USER AND ANY SELLER, AND USER HEREBY EXPRESSLY WAIVES ANY SUCH CLAIM AGAINST SHOPEN AND ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, SUBSIDIARIES, AGENTS AND REPRESENTATIVES. SHOPEN DOES NOT MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING ANY GOODS OR SERVICES OFFERED OR PROVIDED BY SELLER OR SUPPLIERS. SHOPEN DOES NOT MAKE ANY REPRESENTATIONS THAT ACCESS TO SITES AND FORUMS WILL BE UNINTERRUPTED OR ERROR-FREE, AND SHOPEN ASSUMES NO RESPONSIBILITY FOR ANY DAMAGE CAUSED BY USER'S ACCESS, OR INABILITY TO ACCESS, SITES AND FORUMS, INCLUDING, BUT NOT LIMITED TO, USER'S INABILITY TO RECEIVE DISCOUNTS OR APPLY COUPONS BY PURCHASING ITEMS WITH A PARTICIPATING SELLER.

IN NO EVENT, SHALL SHOPEN BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR LOSSES INCURRED INCLUDING COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT, REVENUE OR USE), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH (i) USER'S USE OF OR INABILITY TO USE ANY OF THE SITES AND FORUMS; (ii) ANY ACT OR OMISSION BY SHOPEN IN ADMINISTERING ANY OF THE SITES AND FORUMS; (iii) ANY CONTENT FOUND ON ANY OF THE SITES AND FORUMS (iv) A THIRD PARTY'S UNATUHROIZED ACCESS TO YOUR INFORMATION OR (v) THE PURCHASE OR USE OF ANY GOODS OR SERVICES OF SELLERS OR SUPPLIERS, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR SHOPEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS, OR LOSSES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

IN NO EVENT SHALL THE TOTAL LIABILITY OF SHOPEN OR ANY OF THEIR OWNERS, OFFICERS, MEMBERS OR EMPLOYEES TO YOU OR ANY THIRD PARTY FOR ALL DAMAGES, LOSSES, EXPENSES, ATTORNEYS FEES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH (i) USER'S USE OF OR INABILITY TO USE ANY OF THE SITES AND FORUMS; (ii) ANY ACT OR OMISSION BY SHOPEN IN ADMINISTERING ANY OF THE SITES AND FORUMS; (iii) ANY CONTENT FOUND ON ANY OF THE SITES AND FORUMS (iv) A THIRD PARTY'S UNATUHROIZED ACCESS TO YOUR INFORMATION OR (v) THE PURCHASE OR USE OF ANY GOODS OR SERVICES OF SELLERS OR SUPPLIERS, EXCEED THE GREATER OF (A) THE PRICE YOU PAID TO USE OR ACCESS ANY OF THE SITES AND FORUMS OR (B) $100.00.

YOU AGREE THAT NO SUIT, CLAIM OR CAUSE OF ACTION FOR BREACH OF THIS AGREEMENT MAY BE BROUGHT BY YOU UNLESS SUCH SUIT, CLAIM OR ACTION IS BROUGHT WITHIN TWO YEARS AND ONE DAY AFTER THE CAUSE OF ACTION FOR BREACH OF THIS AGREEMENT ACCRUES. YOU ALSO AGREE THAT NO OTHER CLAIMS OR CAUSES OF ACTION THAT RELATE TO OR ARISE OUT OF THIS AGREEMENT OR THE COMPANY'S BUSINESS RELATIONSHIP WITH YOU MAY BE BROUGHT BY CLIENT AGAINST COMPANY UNLESS SUCH CLAIM OR CAUSE OF ACTION IS BROUGHT WITHIN ONE YEAR OF THE DATE THE CLAIM OR CAUSE OF ACTION ACCRUES.

15. Jurisdiction

These Terms will be construed and enforced in accordance with the laws of the State of Texas. Each of you and your Company submits to personal jurisdiction in Illinois, and any cause of action arising under these Terms or otherwise involving this Site will be brought exclusively in the city of Dallas, Texas.

16. Waiver of Jury Trial

YOU HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RELATING TO THESE TERMS AND THE MATTERS CONTEMPLATED HEREBY

17. Questions

Please contact us with any questions regarding the Site or these Terms at legal@shopen.ai.

18. Unsolicited Submissions

Fabpics appreciates receiving comments regarding its products and services. However, it cannot accept or consider ideas, suggestions, proposals, enhancements, materials, including, but not limited to, new products or services, ideas for advertising, promotions, or other marketing offerings other than those we have specifically requested. This policy is intended to help Shopen avoid future misunderstandings when new products, services, and features developed internally by Shopen might be similar or even identical to your idea.

If you send us an unsolicited suggestion, idea, proposal or other material ("Submission"), you agree and warrant that the Submission is non-confidential and non-proprietary and that Shopen may use such Submission or not, as it chooses, in its sole discretion. Shopen shall have no obligations to you concerning the Submission, contractual or otherwise (including, but not limited to, an obligation to keep the Submission confidential or to even review it), and shall not be liable for any use or disclosure of any Submission. Further, you understand and agree that the Submission becomes the sole property of Shopen. By submitting the Submission you also understand and agree that Shopen shall be entitled to unrestricted use of the Submission for any purpose whatsoever, commercial or otherwise, without the requirement to acknowledge you and without compensation to you.

19. Privacy Policy

Registration data and other personally identifiable information will be collected and used by Shopen consistent with our Privacy Policy, which is incorporated herein for all purposes. You can see our Privacy Policy.

20. Entire Agreement

This Agreement constitutes the entire agreement between you and Shopen regarding the access and use of the Sites and Forums. Shopen's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

21. Miscellaneous

21.1

These Terms and the Privacy Policy (as each may be revised and amended from time to time according to their respective terms) collectively constitute the entire agreement with respect to your access to and use of the Site and the Content.

21.2

Our electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms.

21.3

Any provisions of these Terms that are reasonably inferable to have been intended to survive termination (including, but not limited to, any provisions regarding limitation of our liability or indemnification) will continue in effect beyond any such termination of access to this Site.

21.4

These Terms do not confer any rights, remedies, or benefits upon any person other than you.

21.5

We may assign our rights and duties under these Terms at any time to any third party without notice. You may not assign these Terms without our prior written consent

21.6

Our waiver of any breach of these Terms will not be a waiver of any preceding or subsequent breach thereof

21.7

If any provision of these Terms is held to be invalid or unenforceable, that provision will be stricken and will not affect the validity and enforceability of any remaining provisions

21.8

Possible evidence of use of the Site for illegal purposes will be provided to law enforcement authorities

21.9

Discontinuation of use of this Site is your sole right and remedy for any dissatisfaction with the Site or any of the Content.