Creator Terms

End User Terms of Service

Welcome to the Shopsense Creator Studio (the “Site”). These End User Terms of Service (these “Terms”) govern your use of the Site, the Shopsense platform, and all related products, services, features, technologies, tools, and content provided by or through Shopsense (collectively, the “Services”). The terms “Shopsense,” “we,” “us,” and “our” refer to Shopsense, Inc.

BY USING THE SERVICES, YOU AGREE TO THESE TERMS AND TO SHOPSENSE’S PRIVACY POLICY at https://www.shopsense.ai/privacy-policy, AS UPDATED FROM TIME TO TIME, AND YOU AGREE TO RECEIVE REQUIRED NOTICES AND TO TRANSACT WITH US ELECTRONICALLY. IF YOU DO NOT AGREE, PLEASE DO NOT USE THE SERVICES.

1. Hosting. Shopsense operates as an intermediary platform that connects third-party retailers, advertisers, and other businesses (“Merchants”) with individuals or entities that promote, endorse, or advertise products and services (collectively, "influencers,” “creators,” or “you”). Through Creator Studio, creators may access and manage their Shopsense-powered shoppable storefronts. Your account may be created through your third-party platform or service provider who connects and/or maintains your account on the Services (“Account Integration Provider”). Shopsense may, in its discretion, expressly approve your participation directly without an Account Integration Provider.

2. Account Management. Shopsense may approve a proposed account, and suspend or terminate approval of an existing account, in its sole discretion. You must provide accurate, current, and complete information to your Account Integration Provider and during the registration process and keep your account up to date. You also agree to continuously update and ensure the accuracy of your account information while using the Services. You are responsible for maintaining the confidentiality of your account and password.

3. Agreement. By using the Services, you agree to these Terms. If you do not agree with any part of these Terms, you must not use our Services. You shall ensure that all individuals and entities acting on your behalf, including agents, advisors, contractors, and representatives, fully comply with the restrictions set forth in these Terms. You are responsible for any breach of these Terms by any such persons or entities.

4. Identification. By using our Services and your account, you represent and warrant that the third-party social media and other such accounts listed in your Account (such as Instagram, YouTube, etc.) belong to you. You further acknowledge and agree that we reserve the right to request additional information or documentation from you to verify your identity. This may include, but is not limited to, government-issued identification documents, proof of address, or any other relevant identification information.

5. Age of Users. Children under the age of 13 may not use the Services and parents or legal guardians shall not agree to these Terms on their behalf. If we become aware that a child under 13 has provided or attempted to provide us with personal information, we will use our commercially reasonable efforts to remove the information permanently from our files. If you are under the age of 18 but at least 13 years of age, you may use the Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian agreeing to these Terms for the benefit of a child between the ages of 13 and 18, you represent, warrant, and agree that you are fully responsible for his or her use of the Services, including all financial charges and legal liability that may arise.

6. Shopsense Privacy Policy. Your use of the Services signifies your continuing consent to our Privacy Policy: https://www.shopsense.ai/privacy-policy, as updated from time to time, which is incorporated herein by reference and which you can examine at any time by clicking on the "Privacy Policy" link on the Site. Personal information that you supply to Shopsense and any information about your use of the Services that we obtain will be subject to such Privacy Policy.

7. Proper Use of This Site.

a. You may access and use the Services solely in accordance with these Terms and all applicable laws, rules, regulations, and relevant guidance issued by regulatory or self-regulatory authorities ("Applicable Laws"). Any use, reproduction, distribution, or exploitation of the Site (including its contents) or the Services that is not expressly permitted herein is strictly prohibited and constitutes a material breach of these Terms.

b. You agree that systematic retrieval of data from the Services without Shopsense’s express written permission is strictly prohibited. You shall not: (i) use any program, spider, “bot,” or other automatic device to gather or “harvest” information from the Services; (ii) engage in the practices of “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Services, including product information or listings; (iii) use, frame, or otherwise exploit any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Shopsense or its affiliates; (iv) use any meta tags or any other “hidden text” without our express written consent; (v) use any device, software, or routine to bypass any code which may be included in the Services to prevent you from breaching the obligations in Section 7 or to interfere or attempt to interfere with the proper working of the Services; (vi) take any action that imposes an unreasonable or disproportionately large load on our or our host’s infrastructure; (vii) knowingly provide false information to sabotage or otherwise negatively affect the Services; (viii) reverse engineer, disassemble, or decompile any Shopsense prototypes or software, or any other systems, information, materials, or objects which are provided to you or to which you are granted access hereunder; or (ix) register, purchase, or use any Internet domain name that contains, is confusingly similar to, or incorporates in whole or in part the words “Shopsense,” “Shoppable Intelligence Model,” “Shopsense Creator Studio,” any Shopsense trademark, or any misspelling or phonetic equivalent thereof.

c. Except as expressly authorized in writing by Shopsense, you may not use the Services, including their commission rates, tracking infrastructure, attribution tools, analytics, or data, to: (i) establish or operate a separate affiliate or sub-affiliate program, or recruit or onboard other creators, influencers, or publishers to earn commissions through your account or storefront; (ii) offer or fund cashback, rebates, loyalty rewards, or other purchase incentives using commissions or other benefits derived from the Services; (iii) sell, sublicense, redistribute, or otherwise make the Services or their underlying technology available to third parties for their independent use; or (iv) facilitate or circumvent these restrictions through another person, entity, platform, integration, or arrangement.

For clarity, this paragraph does not prohibit your participation through an Account Integration Provider approved by Shopsense, your authorized sharing of storefront or product links with shoppers, or your use of duly authorized managers, employees, contractors, or agents to assist with operating or promoting your own storefront in accordance with these Terms and Shopsense’s account-access requirements. You may compensate such persons for legitimate services, including from commissions you receive, provided that the arrangement does not constitute a prohibited affiliate program, redistribution of the Services, or purchase-incentive arrangement. You remain responsible for their use of the Services on your behalf.

d. Any violation of this Section 7 constitutes a material breach of these Terms and entitles Shopsense to immediately suspend or terminate your account, withhold or cancel commissions, disqualify you from further use of and access to the Services, and pursue any other remedies available under these Terms or Applicable Laws. Shopsense shall be entitled to recover its attorneys’ fees, costs, and expenses incurred in investigating, enforcing, or remedying any actual or threatened violation of this Section 7.

8. Inappropriate Content. While we are not obligated to monitor or scan content on the Site, we reserve the right to remove any content from the Site or the Services, at any time, that we deem inappropriate. Determinations about the inappropriateness of content are made in our sole discretion. You may not post inappropriate content which may include, without limitation, content that: (a) is misleading or deceptive; (b) is directed at children under 13 years of age; (c) contains product or pricing claims on behalf of a Merchant without evidence provided by the Merchant to support those claims or without prior written approval from the Merchant; (d) contains material that is illegal, threatening, abusive, harassing, false, misleading, tortious, defamatory, vulgar, obscene, offensive, libelous, sexually explicit, violent, invasive of privacy, hateful, or discriminatory; (e) infringes any third party’s intellectual property rights or that you are otherwise prohibited from disclosing; (f) contains software viruses or otherwise impairs the Site’s or Services’ functionality; (g) involves the transmission of “spam,” “junk mail,” “chain letters,” or unsolicited mass emails; (h) promotes, advertises, or solicits for contests, sweepstakes, multi-level marketing campaigns, Ponzi schemes, pyramid schemes, digital currencies, or cryptocurrencies; (i) uses automated scripts or other technology to collect information from or contact Shopsense or users of the Site or Services; (j) discloses another person’s personal information, including, without limitation, name, address, social security number, or other identifying number or code, telephone number, email address, contact information, password, credit card or bank account information; (k) violates or encourages the violation of any Applicable Laws, including the Children’s Online Privacy Protection Act or Federal Trade Commission regulations; (l) is generated by automated tools; or (m) contains any other content we deem harmful, unlawful, or otherwise objectionable in our sole discretion.

9. Content Revision or Removal. We have no duty to screen content that you, or others, may supply or post, but we have the right to refuse to post or to edit submitted content. We reserve the absolute right to revise, remove, delete, or take down any content from the Services, including content posted by influencers or creators, at our sole discretion and without any obligation to provide justification or prior notice. You agree to fully and promptly cooperate with any such requests for revision or removal. This right applies regardless of whether or not the content violates these Terms. By using our Services, you acknowledge and accept our authority to make decisions related to content removal for the protection, maintenance, or any other reason deemed appropriate by Shopsense. You also agree that we are not liable for content that is provided by others.

10. Compliance.

a. Compliance with FTC Guidance. You represent, warrant, and covenant that you will comply with all Applicable Laws regarding endorsements, testimonials, influencer marketing, and disclosure of material connections. This includes, without limitation, the U.S. Federal Trade Commission (“FTC”) guidance documents relating to material connection disclosures, affiliate links, and gifted or paid partnerships. Without limiting the foregoing, you represent, warrant, covenant, and agree that you will comply with the FTC's Disclosures 101 for Social Media Influencers, FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising, FTC's Endorsement Guidelines: What people are asking, and the FTC’s “.com” Disclosures. Whenever you share or promote on behalf of a brand or promote or endorse a Merchant or its products or services, you are solely responsible for clearly and conspicuously disclosing any material relationship. Your statements must reflect your honest views and personal experiences with the Merchant or the Merchant’s products or services. You represent, warrant, and agree that you will provide clear and conspicuous disclosures as required by Applicable Laws for every post, tag, pin, like, hashtag, brand collaboration, campaign, product review, etc., and in the same format as that content. For example, clear disclosures such as a #ad or #sponsored should appear conspicuously, such as at or near the beginning of posted content, visually for visual content, audibly for audible content, both visually and audibly for audiovisual content, and periodically for longer content. Your failure to comply with Applicable Laws and the terms of Section 10 may lead to enforcement by regulatory authorities and repercussions from Shopsense, your Account Integration Provider, and/or Merchants.

b.Student-Athlete and NIL Compliance. To the extent you are a student-athlete or otherwise subject to rules governing collegiate athletics, your obligation to comply with Applicable Laws includes all applicable laws, rules, regulations, policies, guidance, and requirements of any athletic association or other governing body, including, as applicable, the NCAA, the College Sports Commission, the NAIA, the NJCAA, and any successor or replacement organization, as well as any applicable conference, institution, team, state, or federal authority, relating to your name, image, and likeness, eligibility, compensation, endorsements, disclosures, and participation in the Services. You are solely responsible for: (i) determining whether your use of the Services and any storefront, content, promotion, endorsement, commission, or other activity or compensation is permitted; (ii) obtaining and maintaining all required approvals, consents, licenses, and permissions; (iii) making all required disclosures and reports; and (iv) ensuring that such activity does not conflict with any scholarship, team, institutional, sponsorship, representation, or other agreement or obligation applicable to you. Without limiting Section 18, you may not use any institution, conference, team, league, athletic association, or other third-party name, logo, trademark, uniform, photograph, footage, or other intellectual property unless you have all necessary rights and permissions. Shopsense does not provide legal, eligibility, or compliance advice and does not represent or warrant that any activity or compensation available through the Services is permissible for you. To the extent permitted by Applicable Laws, Shopsense may remove or restrict content, suspend or terminate access to the Services, withhold or cancel commissions, and report suspected noncompliance to your Account Integration Provider, educational institution, conference, governing body, or other appropriate authority. You will promptly provide reasonable information and cooperation requested by Shopsense to verify compliance with these Terms, including this Section.

11. Termination. We reserve the right, in our sole discretion, to terminate or suspend your access to and use of the Services, without prior notice, for conduct that we believe violates these Terms, is harmful to other users of the Services, to us, or to third parties, is rude or offensive, or for any other reason. Furthermore, we reserve the right to terminate access to our Services for any reason or no reason.

12. Restrictions on Promotional Methods. While using the Services, you are expressly prohibited from engaging in specific promotional tactics. Violation of these restrictions may result in immediate termination of your Shopsense account and forfeiture of any earned commissions or other rewards. These prohibited tactics include, but are not limited to:

a. Paid Search: You may not use paid search campaigns or pay-per-click advertising to promote your association with Shopsense or its associated Merchants.

b. Keyword Bidding: You may not bid on keywords, phrases, or other identifiers, including brand-related terms associated with Shopsense or its Merchants.

c. Software or Browser Extensions: You may not develop or use any software, applications, or browser extensions that interact with, alter, or are designed to frame or redistribute our Services in any manner without our explicit written consent.

d. Commissionable Discount Codes: You may not list or share Shopsense commissionable discount codes on external discount websites, applications, or similar platforms. Violation of this policy may result in immediate and permanent banning from the Services, in addition to the reversal of commissions.

13. Responsibility for Commissions and Payment Terms.

(a) Merchant Commissions. Merchants partnering with Shopsense are responsible for funding commissions on qualifying sales generated by influencers or creators (e.g., you). Such commissions are subject to the applicable merchant’s terms governing attribution, eligibility, cancellations, returns, exclusions, fraud, and other payment mechanics.

(b) Creators Using an Account Integration Provider. If you access the Services through an Account Integration Provider, your Account Integration Provider is responsible for remitting to you your portion, if any, of commissions on sales, and any such payments are governed by your agreement(s) with your Account Integration Provider. Shopsense has no responsibility or obligation to remit such commissions or other fees directly to you. In connection with payments administered by your Account Integration Provider, Shopsense is not a payment processor, payout provider, fiduciary, trustee, or escrow agent and, to the fullest extent permitted by Applicable Laws, is not responsible or liable for your Account Integration Provider’s acts or omissions or for any delay, failure, error, fee, deduction, withholding, suspension, reversal, unauthorized transaction, or other issue arising from or relating to your Account Integration Provider’s administration of payments or your relationship with your Account Integration Provider. You must direct payment-administration inquiries and disputes concerning such payments to your Account Integration Provider.

(c) Creators Working Directly with Shopsense. Only if Shopsense has expressly approved you in writing to participate without an Account Integration Provider (‘Direct Creator’), Shopsense will pay you ninety percent (90%) of Net Commissions attributable to qualifying sales generated by you through the Services and retain ten percent (10%) as its fee, unless otherwise expressly agreed in a separate written agreement between you and Shopsense. The absence, termination, or suspension of your relationship with an Account Integration Provider does not, by itself, establish you as a Direct Creator or obligate Shopsense to pay you directly. “Net Commissions” means commissions actually received by Shopsense from merchants or their affiliate networks for such sales, less any associated refunds, returns, cancellations, chargebacks, reversals, or other commission adjustments imposed by the applicable merchant or affiliate network, without double counting any adjustment already reflected in the amounts received.

Shopsense will remit your share of Net Commissions within thirty (30) days after the end of the calendar month in which your accumulated unpaid share of Net Commissions reaches at least one hundred U.S. dollars ($100), provided Shopsense has received the applicable commissions and you have supplied accurate payment details and completed any required tax documentation and payment-account verification. Balances below $100 will carry forward until the minimum payment threshold is met. If the required documentation or verification is incomplete, amounts otherwise payable will be held until you complete those requirements and paid in the next payment cycle thereafter. Shopsense is not required to advance payment of commissions it has not received.

If a commission is reversed or reduced after your share has been paid, Shopsense may deduct the corresponding overpayment from future amounts payable to you and will identify the adjustment in your payment statement. You are responsible for applicable taxes on payments you receive, and Shopsense may withhold amounts as required by Applicable Laws. Payment inquiries concerning direct creator payments must be directed to Shopsense.

(d) No Guaranteed Earnings. Shopsense makes no representation or guarantee regarding the amount of traffic, sales, or commission income you may receive through the Services or your Account Integration Provider.

14. Proprietary Rights. The Site, the Services, and all related features and functionality (including, without limitation, all information, software, text, displays, links, images, video, audio, and the design, selection, and arrangement thereof) are owned by Shopsense, its licensors, or other content providers, and are protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Shopsense reserves all rights in and to the Site, the Services, and all intellectual property rights therein, as well as in any content made available on the Site or through the Services. Except as expressly authorized in writing by Shopsense, you may not reproduce, publish, distribute, or otherwise exploit any part of the Site or the Services or their underlying content or technology. All rights not expressly granted are reserved by Shopsense. Merchants reserve all rights under intellectual property law in any Merchant content provided and/or otherwise approved for your use in connection with these Terms or the Services. Subject to these Terms and applicable Merchant restrictions, Shopsense grants you a limited, non-exclusive, non-transferable permission, during your authorized participation in the Services, to use the available storefront-management tools, share your storefront and product links, and use Merchant assets made available and approved for promotional use through the Services, solely to operate and promote your storefront. This permission does not authorize use of any asset beyond the rights made available by Shopsense or the applicable Merchant.

15. Digital Millennium Copyright Act. If you believe that a third party has infringed your copyright on our Site, you may notify our Designated Agent by email at notice@shopsense.aior in writing to Shopsense, Inc., 50 Woodside Plaza, Suite 809, Redwood City, 94062. In order to be effective, your notice of claimed infringement must comply with the requirements of the Digital Millennium Copyright Act, which may be found at 17 U.S.C. § 512(c)(3).

16. Changes to the Services and these Terms. We may discontinue or change any content, service, function, or feature of the Services at any time, with or without notice. We may also change these Terms at any time. Continued use of the Services following any amendment to these Terms constitutes your acceptance of such amended terms. If you do not agree to any modification, your sole remedy is to cease using the Services. You are responsible for checking these Terms periodically for any changes.

17. Electronic Delivery Statement and Your Consent. You agree that we may provide to you notices and other information concerning Shopsense or the Services electronically, including notice to any email address that you may provide.

18. Ownership of Content That You Supply. You represent, warrant, covenant, and agree that you are the exclusive owner of any content you publish on the Site or in connection with the Services, that such content is your original work, and/or that you have all rights, licenses, consents, and releases necessary to make the content available on the Site or the Services. You further represent, warrant, and agree that your content does not and will not infringe, misappropriate, or violate any copyright, trade secret, patent, rights of publicity or privacy of any third party, or any other proprietary right or intellectual property right of any third party, or Applicable Laws. If you publish any content on the Site or in connection with the Services, you hereby grant us, our licensees, and our affiliate companies the non-exclusive, perpetual, worldwide, royalty-free, sublicensable right and license to use, copy, display, perform, distribute, modify, adapt, abridge, exploit, and promote this content in any way and in any commercial or non-commercial medium or form without charge.

19. Third-Party Sites and Advertisers. Shopsense may include links to third-party websites within the Services. You agree that we are not responsible or liable for any content or other materials on third-party sites. You also agree that we are not responsible for content or claims supplied by Merchants or our partners, suppliers, or advertisers. We are also not responsible for any transactions or dealings between you and any third party or any advertiser. You agree that Shopsense is not responsible for any claim or loss due to a third-party site or any advertiser.

20. Connecting Social Accounts. By linking, connecting, or otherwise integrating any third-party social media account (including, without limitation, Instagram, TikTok, or YouTube, and any successor or related service) with your Shopsense account or Services usage, you represent, warrant, and covenant that you have read, understood, and agreed to that platform’s applicable terms of service, privacy policy, guidelines, and any other rules governing your use of that platform. Certain features of the Services may use or integrate with those third-party sites via application programming interfaces (APIs). By accessing or using any such features, you acknowledge and agree to be bound by that third party’s applicable terms, as may be updated from time to time, and that any failure by you to comply with such terms may constitute a breach of these Terms. If you do not agree to those third-party terms, you must not use any features of the Services that utilize those third-party services. For integrations with Instagram, Facebook, or other applicable Meta services, you acknowledge that Meta’s disclosure of your information is governed by the Meta Privacy Policy (https://www.facebook.com/privacy/policy/), as updated from time to time.

21. Confidentiality. You agree that all non‑public information you receive about Shopsense, a Merchant, or any campaign, including without limitation, commission rates, product samples, creative briefs, discount codes, and performance data, constitutes confidential information. You shall not disclose, publish, or use such information except as strictly necessary to perform your express obligations under these Terms. These confidentiality obligations shall survive the expiration or termination of these Terms and the closure of your Shopsense account indefinitely.

22. Disclaimer of Warranties. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SHOPSENSE NOR ANY PERSON ASSOCIATED WITH SHOPSENSE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER SHOPSENSE NOR ANYONE ASSOCIATED WITH SHOPSENSE REPRESENTS OR WARRANTS THAT THE SERVICES OR THE RESULTS OF THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, SHOPSENSE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAWS. Some jurisdictions do not allow the exclusion of certain implied warranties, so the above disclaimer may not apply to you in its entirety; in such jurisdictions, the disclaimer shall apply to the maximum extent permitted by law. You understand and agree that any statements, other than those made in these Terms, by Shopsense, its Merchants, Account Integration Providers, employees, agents, partners, affiliates, and suppliers are provided for informational purposes only and are not representations or warranties.

23. Limitation of Liability.SHOPSENSE SHALL NOT BE LIABLE FOR ANY: (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; OR (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY, IN EACH CASE EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT WILL SHOPSENSE’S AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS EXCEED $1000.

24. Indemnification. You shall defend, indemnify, and hold harmless Shopsense, its affiliates, and their respective officers, directors, employees, and agents from and against any and all losses, liabilities, damages, penalties, judgments, fines, costs, and expenses (including reasonable attorneys’ fees, expert fees, arbitration or filing fees, and the cost of any internal investigation) arising out of or relating to: (a) your use or misuse of the Services; (b) your breach of these Terms; (c) your violation of Applicable Laws; (d) any content you post, upload, transmit, or distribute through the Services, including any claim or allegation that such content infringes, misappropriates, or otherwise violates the intellectual property, privacy, publicity, or other rights of any person or entity; or (e) your breach of any agreement between you and an Account Integration Provider. Shopsense reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate fully in asserting any available defenses.

25. International Use. The Services are available only to users located in the United States. We make no representation that content available within the Services is appropriate or available for use in locations outside the United States.

26. Governing Law; Dispute Resolution.

a. These Terms are governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflicts-of-law principles and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods.

b. Except as set forth in Section 27(c), any and all disputes, claims, or controversies arising out of or relating to these Terms or the Services (collectively, a “Dispute”) shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, which are available at www.adr.org. You acknowledge and agree that your use of the Services is for commercial purposes, and you are not a “consumer” for purposes of AAA arbitration rules. The arbitration shall be conducted in English and take place in San Francisco, California. The arbitrator shall have the exclusive authority to determine the scope, validity, enforceability, and arbitrability of any Dispute, including threshold issues. The arbitrator may award any relief under Applicable Laws, including injunctive and equitable relief, and shall issue a reasoned written award. Judgment on the award may be entered in any court of competent jurisdiction. Unless otherwise required by the AAA Rules or Applicable Laws, each party shall bear its own attorneys’ fees and costs. The arbitration proceedings, including the award, shall be maintained in strict confidence, except as may be required by Applicable Law or as may be necessary to enforce or challenge the award.

c. Notwithstanding Section 27(b), to the extent a Dispute (or any portion thereof) is determined by a court of competent jurisdiction not to be subject to arbitration, such Dispute shall be resolved exclusively in the state or federal courts located in San Francisco, California. You irrevocably submit to the personal jurisdiction and venue of such courts for the purpose of litigating any such Dispute. BY AGREEING TO THESE TERMS, YOU ARE: (I) WAIVING CLAIMS THAT MAY OTHERWISE BE AVAILABLE UNDER THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (II) CONSENTING TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS LOCATED IN SAN FRANCISCO, CALIFORNIA; AND (III) AGREEING TO SUBMIT TO THE PERSONAL JURISDICTION OF SUCH COURTS.

d. You and Shopsense agree to arbitrate solely on an individual basis. These Terms do not permit class arbitration or any claims brought by you as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator shall not consolidate the claims of multiple parties or preside over any form of class, collective, or representative arbitration proceeding. The AAA shall have no authority to order or conduct any class arbitration. You further agree not to join or consolidate any lawsuit with others or to serve as a class representative or member in any purported class action against Shopsense. If the class action waiver is found to be unenforceable under Applicable Laws, then the entirety of the agreement to arbitrate in this Section 27 shall be deemed null and void, and any such Dispute shall be resolved exclusively in the courts identified in Section 27(c). YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SHOPSENSE ARE EACH WAIVING THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.

27. Injunctive and Equitable Relief. Notwithstanding any other provision herein, in the event of your breach, threatened breach, or failure to comply with these Terms, Shopsense shall be entitled to seek injunctive relief, specific performance, or any other equitable remedy in any court of competent jurisdiction, without the necessity of posting bond or proving actual damages. This right applies in addition to, and not in lieu of, any other rights or remedies available to Shopsense at law or in equity, including arbitration. You irrevocably consent to the jurisdiction of such courts for purposes of any proceeding initiated under Section 28 and waive any objection to such jurisdiction or venue, including based on forum non conveniens.

28. Sanctions; Export Controls. You represent and warrant that neither you nor any individual or entity associated with your account is the subject of sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce (including BIS), the United Nations Security Council, the European Union, or the UK government. You agree not to use the Services in violation of such laws, including applicable export control and sanctions laws of the United States and other applicable jurisdictions.

29. Severability and Integration. These Terms and any supplemental terms, policies, rules, and guidelines referenced in them constitute the entire agreement between you and Shopsense concerning their subject matter and supersede all previous written or oral agreements on that subject. However, these Terms do not modify or replace agreements between you and your Account Integration Provider or between Shopsense and your Account Integration Provider, nor incorporate those agreements herein. Any separate written agreement signed by you and Shopsense governing your use of the Services or compensation controls to the extent of a conflict.

If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with Applicable Laws to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

30. Survival. The following provisions will survive termination of these Terms: Sections 7 through 10, 13, 14, 18, 21 through 25, and 27 through 32, and any other provisions that by their nature are intended to survive.

31. Force Majeure. Shopsense shall not be liable or responsible for any failure or delay in performance of its obligations under these Terms arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including, without limitation, internet outages, denial-of-service attacks, strikes, acts of war or terrorism, pandemics, embargoes, governmental actions, or natural disasters.