Last Updated: September 25, 2024

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PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND ACCESSING, USING AND/OR REGISTERING FOR THE SHOPVISION WEBSITE, PLATFORM OR SERVICES.

By creating an Account in ShopVision as an Authorized User and/or by accessing and using the ShopVision Platform or website, www.shopvision.ai (the “Site”), you accept these Terms of Service (the “Terms”), and you acknowledge that you, on your own behalf as an individual and/or on behalf of your employer or another legal entity (collectively, “you” or “your”), have read and understood and agree to comply with these Terms, and are entering into a binding legal agreement with Shopvision Technologies Inc. (“Shopvision”, “us”, “we” or “our”).  If you are creating an Account, you are entering into these Terms on behalf of your team, company, organization or any other entity that you either represent or belong to (the “Organization”), and you represent and warrant that you have full authority to bind your Organization to these Terms.  If you do not agree to comply with and be bound by these Terms or do not have authority to bind your Organization, please do not accept these Terms or access or use the Platform. To the extent allowed under applicable law, you hereby waive any applicable rights to require or receive an original (non-electronic) signature or delivery of non-electronic records of these Terms.  If you have executed a written contract, service order or other agreement with Shopvision governing your access to and use of the Platform, then the terms of such agreement will govern and will supersede these Terms in the event of any conflict or inconsistency; except for the terms herein that refer to your access to, use of and/or registration for the Site or the terms that refer to creating an Account (as such term is defined herein) for your use of and/or access to our Platform in accordance with Section 4 herein, all of which shall remain in effect.  All capitalized terms used herein shall have the meanings given for such terms herin.

 

1. Definitions

Account: The user account created by you for accessing the ShopVision Platform.
 

Applications: Any additional software, extensions, or features provided by ShopVision in connection with the Platform or Site.
 

Authorized User: Any individual you permit to access and use the Platform under your Subscription Plan.
 

Beta Version: A new feature or service provided by ShopVision that is in its testing phase and not yet generally available.

Content: The trademarks, logos, text, documents, products, graphics, photos, sounds, videos, and interactive features made available through the Platform or Site.
 

Fee(s): The cost required to access and use the Platform, as specified during subscription or on the pricing page.
 

Platform: The ShopVision web-based software platform providing competitive and peer intelligence services for eCommerce insights.

Privacy Policy: ShopVision’s data handling and privacy practices available at https://www.shopvision.ai/privacy-policy/

Services: The SaaS-based platform, applications, and related services provided by ShopVision to its users.

Subscription Plan: The plan that outlines the services available to you based on your selection and payment.

Terms: This agreement that governs your use of the ShopVision Platform and Services.

Trial Subscription: A free, limited-period trial access to ShopVision's Platform offered to new users.

User Data: Information, content, and usage data that you provide to or generate from using the Platform.

Site: The ShopVision website (www.shopvision.ai) where the Platform and services are accessed.

Update(s): Modifications, improvements, or enhancements made to the Platform by ShopVision.
 

2. Description of the Service

2.1 Service. Shopvision is the owner or licensee of the Shopvision platform, a competitive and peer intelligence solution that enables insights on promotional marketing, offers, discounts, new category and product launches, pricing, inventory and eCommerce features found on websites and mobile apps which includes tools for research and analysis, merchandise planning, marketing campaign management, automated tracking of competitive events, analytics and  tools for querying competitive insights. The service is made available to you on a software as a service (SaaS) basis (the “Platform”) through a web portal on our Site, and includes: (i) the software that you access via the Site; (ii) any other applications, extensions and features, if any, made available or provided to you by Shopvision in connection with the Site or Platform (the “Applications”); and (iii) the trademarks and logos (“Marks”), content, text, documents, descriptions, products, graphics, photos, sounds, videos, and interactive features (together with the Marks, “Content”), contained in or made available through the Site or Platform.
 

2.2 Updates; Additional Services. The Services include all updates, modifications and enhancements thereto that Shopvision elects to make generally available to its users of the Services at no additional charge (“Updates”). All Updates shall be subject to the terms of this Agreement. You may subscribe to additional products and services from Shopvision, which shall be subject to the terms of this Agreement, including any supplementary terms applicable to such additional products and services, or to separate terms and conditions to be accepted by you prior to subscribing to such additional products and services. If you subscribe to such additional services pursuant to such separate terms and conditions, those separate terms and conditions shall apply to such separate services to the exclusion of the terms of this Agreement, except for Section 5.1 below, which shall govern such additional subscription.
 

2.3 Site. The Site www.shopvision.ai is intended to provide you with information about Shopvision and its products, to enable you to purchase a subscription to the Platform and provide subscribers with a web portal to access the Platform and/or download the Applications, if any.
 

3. Use of Services
 

3.1 Right to Use Services. Subject to the terms and conditions of this Agreement, Shopvision hereby grants you permission to access and use the Services and the Website solely for your own internal business purposes in accordance with this Agreement and the limitations of the subscription plan that you select when subscribing to the Services (“Subscription Plan”), which may be found at https://www.shopvision.ai/pricing/ or another URL that we designate. You represent and warrant that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are at least 18 years of age and have the capacity and authority to enter into this Agreement; and (d) your use of the Services does not and will not violate any applicable law or regulation. If you are under 18, you may not register or attempt to register for the Services.
 

3.2 Restrictions. Except as expressly permitted in these Terms, you may not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Platform, Site or Applications to any third party; (ii) circumvent, disable or otherwise interfere with security-related features of the Platform, Site or Applications or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Platform, Site or Applications; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Platform, Site or Applications or any components thereof, or create any derivative works of the Platform, Site or Applications, or any part thereof; (iv) present or share the data or information received through the Platform without Shopvision’s prior consent, and in the event such consent was given, present or share such data or information without attribution to Shopvision pursuant to Shopvision’s branding guidelines; (v) use any robot, spider, scraper, or other automated means to access or monitor the Platform, Site or Applications for any purpose, or to copy, access, collect, download, or otherwise obtain data, content or other information from the Platform, Site or Applications; (vi) take any action that imposes or which Shopvision determines, in its sole discretion, may impose an unreasonable or disproportionately large load on the Shopvision infrastructure or infrastructure which supports the Platform, Site or Applications; (vii) interfere or attempt to interfere with the integrity or proper working of the Platform, Site or Applications, or any related activities; (viii) remove, deface, obscure, or alter Shopvision’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Platform, Site or Applications, or use or display logos of the Platform, Site or Applications without Shopvision’s prior written approval; (ix) use Shopvision’s Marks without our prior written consent; (x) use the Platform, Site or Applications to develop, offer, operate, support or enable a competing service or product; and/or (xi) use the Platform, Site or Applications in any unlawful manner, for any harmful, irresponsible, or inappropriate purpose (including without limitation third-party defamation), or in breach of these Terms, any terms and conditions of any third-party product or service you use, or any agreement you have entered into with any third party.
 

3.3 Usage Data. You understand and agree that we may monitor your use of the Services as well as the use of the Services by all of our users and that we may use the information gathered in an aggregate and anonymous manner. You agree that we may use and publish such aggregate and anonymized information, provided that such information does not identify you. In addition, we may use the information that you submit to the Services without identifying you for purposes of improving the Services.
 

3.4 Access to Beta Versions. Shopvision may provide you with access to new functionality, tools, resources and related information which may contain ideas about the new tools and functionality and which are not yet generally available to our users (“Beta Version”). Shopvision may suspend, limit or terminate access to a Beta Version at any time. You agree that Beta Versions are the confidential information of Shopvision and not to disclose any information about any Beta Version to any third party or use the Beta Version other than for your internal testing and evaluation purposes and otherwise in accordance with this Agreement. You agree that Shopvision is under no obligation to make any portion of any Beta Version generally available in a new release of the Services and that Shopvision makes no representations or warranties, whether express or implied, with respect to the performance, availability, functionality or general release of any Beta Version.

3.5 Trial Subscription. Once you have created an Account and in certain jurisdictions (which may vary from time to time), ShopVision at its sole discretion may offer a free, no-obligation (“Trial Subscription”) to access and use a version of the Platform, comprised of a limited set of features, functionalities and data, in accordance with and subject to these Terms during the Trial Subscription. The Trial Subscription, if any, shall commence on the first date following the creation of your Account that you commence access or use of, as applicable, the Platform and will conclude at the expiration of the subscription period specified in the relevant subscription page (or, if no such period is specified, then at the expiration of a period of twenty-four (24) hours), or sooner if: (i) you upgrade your subscription by beginning to pay the applicable Fees for accessing the Platform in accordance with Section 6 below, or (ii) your use of the Platform is terminated in accordance with these Terms. You acknowledge and agree that these Terms are applicable and binding upon you during the Trial Subscription period and that ShopVision: (i) does not make any representations, warranties, undertakings or commitments in connection with the Platform during the Trial Subscription period; and (ii) may contact you by phone to provide to you, and/or send to you, subject to your opting out, communications and other notices about the Platform to your email address or phone number. We reserve the right to modify, cancel and/or limit this Trial Subscription offer at any time. At any time and without notice, ShopVision reserves the right to (i) modify the duration and terms of the Trial Subscription, or (ii) cancel the Trial Subscription.
 

3.6 Privacy. You acknowledge and agree that we will use any personal information that we may collect or obtain in connection with the Site and/or the Platform in accordance with our Privacy Policy available at https://www.shopvision.ai/privacy-policy/ (“Privacy Policy”).

3.7 Prohibited and Unauthorized Use. You will not use the Subscription Service in any way that violates the terms of the AUP or for any purpose or in any manner that is unlawful or prohibited by this Agreement. You will not (i) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Subscription Services or any software, documentation or data related to the Subscription Services; (ii) modify, translate, or create derivative works based on the Subscription Services (except to the extent expressly permitted by us); (iii) or remove any proprietary notices or labels.

You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service.

You may not use the Subscription Service in a way that would violate local or industry-specific regulations (for example, the Children's Online Privacy Protection Rule consistent with the requirements of the Children’s Online Privacy Protection Act ("COPPA"), the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), the Federal Information Security Management Act (FISMA), etc.).
 

4. Intellectual Property Rights.
 

4.1 Subscription Service. This is an agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. We retain all intellectual property rights to the ShopVision Content, the Subscription Service and any other products or services provided under this Agreement. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the ShopVision Content, or the Subscription Service in whole or in part, by any means, except as expressly authorized in writing by us.  “Shopvision”, the Shopvision logo, and other marks are Marks of Shopvision or its affiliates.  All other trademarks and logos used on the Site, Applications or Platform are the trademarks, Platform marks, or logos of their respective owners. 
 

4.2 Feedback.  It is anticipated that you, as an Authorized User or a Site visitor, may provide suggestions, comments or other feedback to the Shopvision Platform and/or the Site (“Feedback”). Feedback shall be deemed the sole property of Shopvision. Without derogating from the above, Shopvision will be free to adopt such Feedback for any of its products or Platforms, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You and your Organization hereby waive any right to the Feedback, including but limited to, moral rights and any right for royalties or any other consideration. Without derogating from the above, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform any information and/or content that you post, disclose, publish or otherwise make available in the course of Shopvision’s webinars, customer forums/blogs, community forums/blogs or any other similar event or venue, including without limitation for publishing and redistributing part or all of such information and/or content (and derivative works thereof) in any media formats and through any media channels, and you hereby waive any moral rights in such information and/or content, to the extent permitted by law.
 

5. Registration and User Account
 

5.1 Registration. In order to use the platform and become an Authorized User, you must create a user account (“User Account”) by following the registration procedures and instructions set forth on the Website. There is no cost to create the User Account, however, to access the functionality within the Paid Services, you will be required to provide billing details. Each User Account is intended and designed for use by an individual user, unless otherwise stated in your Subscription Plan. If your Subscription Plan includes multiple users (“Authorized Users”), you may give access to your User Account only to that number of Authorized Users as specified in your Subscription Plan, provided that each Authorized User agrees to comply with this Agreement. If ShopVision detects repeated accesses to the same User Account from various locations, devices, IP addresses in excess of the limits covered by your Subscription Plan, ShopVision may immediately suspend or terminate such User Account in its sole discretion. Except as permitted by ShopVision, User Accounts are not transferable.
 

5.2 User Responsibilities. You are solely responsible for (a) each Authorized User’s compliance with the terms of this Agreement; (b) maintaining accurate account information at all times, including a valid email address and billing information, if applicable, and updating such information as necessary; and (c) obtaining, maintaining and supporting at your own expense all hardware, software and services necessary to access the Services, including, but not limited to, internet service providers, telecommunications providers, web browsers. You are also responsible for maintaining the security of all of your User Accounts, including, but not limited to, your User login and password for all activity occurring under your User Accounts.
 

6. Subscription Term, Renewal and Termination.
 

6.1 Monthly Subscription Term. If you choose to purchase a Subscription on a monthly term, the term of your Subscription shall commence upon our confirmation of your payment of the Fees in accordance with the payment instructions on the Site, at which time you will be provided access to the Platform and the term of your Subscription shall continue on a month-to-month basis until canceled by either party on fourteen (14) days written notice, or as otherwise terminated or suspended in accordance with these Terms.
 

6.2 Annual Subscription Term. If you choose to purchase a Subscription on an annual term, the term of your Subscription shall commence upon our confirmation of your payment of the Fees in accordance with the payment instructions on the Site, at which time you will be provided access to the Platform and the term of your Subscription shall continue for a period of twelve (12) months (the “Initial Term”). Thereafter, your Subscription shall be extended for one or more additional periods of twelve (12) months each, unless either party notifies the other party thirty (30) days prior to the expiration of the then-current term that it does not wish to renew the Subscription. Each 12-month Initial Term and renewal term is referred to herein as a “Term”.
 

6.3 Termination by Shopvision. Shopvision may terminate your Subscription to the Platform and/or Applications at any time and without prior written notice in any case where it believes that you or your Organization have breached these Terms. Upon such termination, you shall cease all use of the Shopvision Platforms and/or Applications.
 

6.4 Termination by you. You may terminate your Subscription to the Platform by canceling your Account through the tools that we make available within the Platform or by sending a cancellation request to us at support@shopvision.ai, in which case we will use commercially reasonable efforts to respond within a reasonable time. Payment obligations are non-cancelable and Fees paid are non-refundable.
 

6.5 Early Termination & Money Back Guarantee. At Shopvision, we offer a 60-day money back guarantee according to the terms described herein. If you cancel your subscription within 60 calendar days of placing your subscription order, we will, upon your receiving a written notice of cancellation through the form https://www.shopvision.ai/support/ and providing the information requested in the Early Termination request, refund all prepaid fees within 30 calendar days. The refund will be processed through the same method as the original payment. Any bank fees and charges shall be borne solely by you.
 

6.6 Objection. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site, Platform or Applications in any way, your only recourse is to immediately discontinue use of the Site, Platform or Applications (and cancel your Subscription).
 

6.7 Effect of Termination of Platform.  Upon termination of your Subscription to the Platform, your Account and your Organization’s Account and all licenses granted by Shopvision to you and your Organization under these Terms with respect to the Platform shall be terminated and you and your Organization will lose all access to the Platform or Applications. We shall not be liable to you or your Organization or any third party for termination of your use of or access to the Site, Platform or Applications, or any portion thereof.  This Section ‎6.7 and Sections ‎3.2 (Restrictions), 3.6 (Privacy), 8 (Warranty Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), ‎11.1 (Disclosure), 11.10 (Governing Law and Disputes) and 11.11 (General), as well as any other provision which is intended to survive termination of the Terms or your Subscription to the Platform, shall survive termination of these Terms and your Subscription to the Platform.
 

6.8 Suspension. If we believe, in our sole discretion, that you are using the Platform in a manner that may cause harm to us or any third party, or which is in breach of these Terms, then we may, without derogating from our right to terminate your Subscription as specified in these Terms, suspend or terminate your User Account or your access to and use of the Platform, or parts thereof.
 

7. Fees and Payment
 

7.1 Fees. If you choose to purchase a Subscription, the fees will be specified at Check-out Page (the “Fees”) or as otherwise agreed with Shopvsion in a written order document or other writing signed by Shopvision and you (the "Fees"). You agree to pay the Fees monthly or annually in advance according to your Subscription Plan, or as otherwise agreed between you and us, by credit card or another payment method accepted on the Website. If you pay for the Services by credit card, you authorize us to automatically update your credit card information to pay for the Services, to maintain continuity of payments and avoid suspension of the Services for failure to pay.  If you are given the option to be invoiced for purchase of the Subscription by us, full payment of the Fees must be received within thirty (30) days from the invoice date in accordance with the payment instructions and the currency set forth in the invoice. You agree that we may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you are liable for reasonable attorney fees and collection costs arising from our efforts to collect on past due amounts. If you fail to pay an invoice, we reserve the right to cancel your subscription and access to the Services, and any data associated with your subscription or the Services. You can access the details of your Subscription Plan, including any prepaid amounts, by accessing your User Account. Any bank fees and charges shall be borne solely by you. Except as otherwise set forth in section 5.5 (Early Termination & Money Back Guarantee), all payment obligations are non-cancellable and all Fees paid are non-refundable. If you demonstrate a pattern of repeated registrations for paid Services followed by cancellation and request for refund, we may, in our sole discretion, withhold further registrations and/or refuse further refunds.
 

7.2 Taxes. All Fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Services, other than taxes based upon our gross revenues or net income. If you are located in the European Union, all Fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all Fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
 

7.3 Change in Fees. We reserve the right to review the number of sites being monitored using your User Account. You agree to pay the additional Fees if you exceed the limits of your Subscription Plan. You also agree to pay the Fees applicable to any additional Services you or any Authorized Users add or any changes you or any Authorized Users make to your Subscription Plan during your subscription term. Such additional Fees will become effective as of the date of such addition or change and may not be decreased during the term of your Subscription Plan. We may change the Fees and introduce new charges applicable to your use of the Services, which (unless otherwise agreed in writing with Shopvision) will become effective as of the first day of the renewal of your subscription term. We may also increase the Fees upon notice if we make changes in the Services at your request.

 

7.3 Fee Adjustments at Renewal. Upon renewal of your subscription, whether monthly or annually, we may adjust your Subscription Fees up to our then-current list price set out on our website. For monthly subscriptions, any fee adjustments will take effect on the first day of the next billing cycle following thirty (30) days' notice to you. For annual subscriptions, any fee adjustments will apply at the start of the next annual term following thirty (30) days' notice.

We will notify you of any fee increase at least thirty (30) days in advance of such adjustments. If you do not agree to the increase, you may choose to terminate your subscription by providing written notice at least fourteen (14) days prior to the renewal date for monthly subscriptions, or thirty (30) days prior to the renewal date for annual subscriptions. Continued use of the Services after the fee adjustment becomes effective will constitute acceptance of the new fees.
 

8. Warranty Disclaimer
 

8.1 The Site, Platform and Applications are provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for accessing and using the Site and Platform and for the selection of the Platform to achieve your intended results.  SHOPVISION AND OUR AFFILIATES AND AGENTS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
 

8.2 THE DATA CONTAINED ON THE SITE, PLATFORM AND APPLICATIONS IS BASED ON INFORMATION AND CONTENT OBTAINED BY SHOPVISION FROM THIRD PARTIES, INCLUDING ESTIMATIONS AND EXTRAPOLATIONS BASED ON SUCH DATA. SHOPVISION, ITS AFFILIATES AND THIRD-PARTY PROVIDERS SHALL NOT BE HELD RESPONSIBLE OR LIABLE FOR THE ACCURACY OF THE PLATFORM DATA OR ANY OMISSIONS OF DATA IN OR FROM THE SITE, PLATFORM AND APPLICATIONS. SHOPVISION, ITS AFFILIATES AND THIRD-PARTY PROVIDERS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY BUSINESS CONDUCTED, DECISIONS MADE, OR ANY OTHER ACTION OR INACTION BY YOU OR YOUR ORGANIZATION AND ITS AFFILIATES, CUSTOMERS, PARTNERS OR PARTIES WITH WHOM YOU DO BUSINESS, WHETHER OR NOT BASED IN WHOLE OR IN PART ON THE SITE, PLATFORM OR APPLICATIONS OR ANY DATA ACCESSED THEREFROM BY YOU OR YOUR ORGANIZATION.
 

8.3 SHOPVISION DOES NOT WARRANT THAT THE SITE, PLATFORM AND APPLICATIONS OR ACCESS TO AND USE OF THE SITE, PLATFORM AND APPLICATIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL CODE.
 

8.4 SHOPVISION OFFERS NO WARRANTY REGARDING THE RELIABILITY OF THE PERFORMANCE OF THE PLATFORM OR APPLICATIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE PLATFORM OR APPLICATIONS, INCLUDING ANY ANTI-VIRUS OR ANTI-SPAM FEATURES, WILL DETECT, BLOCK OR PREVENT VIRUSES, SPAM OR OTHER HARMFUL OR UNWANTED CODE OR INTRUSIONS.
 

8.5 YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
 

8.6 Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
 

9. Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW:
 

9.1 IN NO EVENT WILL SHOPVISION, ITS AFFILIATES AND THIRD-PARTY PROVIDERS, BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS FOR: (A) ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, BUSINESS, OR ANTICIPATED SAVINGS; (C) ANY LOSS OF, OR DAMAGE TO DATA, REPUTATION, REVENUE OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR PLATFORMS.
 

9.2 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SHOPVISION, ITS AFFILIATES OR ITS THIRD-PARTY PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING  THE SITE AND THE PLATFORM), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) IN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
 

9.3 THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ‎16 SHALL APPLY: (A) EVEN IF SHOPVISION, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (B) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (C) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).
 

9.4 NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AFTER THE EARLIER OF (A) 12 MONTHS AFTER THE DATE ON WHICH YOU BECOME AWARE THAT A CAUSE OF ACTION HAS ARISEN, OR (B) THE PERIOD SET FORTH UNDER THE APPLICABLE STATUTE OF LIMITATIONS.
 

10. Indemnification. You shall defend, indemnify, and hold Shopvision harmless from and against any and all damages assessed against Shopvision (including reasonable attorneys’ fees) arising from a third party claim based on any business conducted, decisions made, or other action or failure to act by you, your Organization or any of its affiliates, customers, partners or parties with whom you or your Organization does business, whether or not based in whole or in part on the Site, Platform or Applications or any data accessed therefrom by you or your Organization; provided: (a) Shopvision notifies you promptly in writing of any such claim and gives you authority, information, and assistance in the defense of such claim; and (b)  Shopvision does not make any admissions in response to any such claim without your consent.
 

11. General Provisions.
 

11.1 Disclosure. Subject to our Privacy Policy available at https://www.shopvision.ai/privacy-policy/ (“Privacy Policy”), we reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Platform and/or the Site as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) maintain, support, enhance and improve our services, (v) respond to your support requests, and/or (vi) protect the rights, property or safety of Shopvision, its users and/or the public.
 

11.2 Third-Party Software. Portions of the software upon which the Platform is based may include third party open source software that is subject to third party terms and conditions (“Third Party Terms”).  If there is a conflict between any Third Party Terms and these Terms, then the Third Party Terms shall prevail but solely in connection with the related third party open-source software. Notwithstanding anything to the contrary, Shopvision makes no warranty or indemnity hereunder with respect to any third party open-source software.
 

11.3 Assignment. You may not assign or transfer this Agreement, or rights or obligations under it, without our prior written consent. We may assign this Agreement, in whole or in part, without restriction. Any assignment or transfer in violation of the foregoing shall be deemed void and of no effect. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
 

11.4 Customer Reference. You acknowledge and accept that Shopvision has the right to use your name and job title and the name and logo of your Organization to identify you as a customer of Shopvision or user of the Platform, on Shopvision’s website, marketing materials or otherwise by announcements on social media or otherwise.
 

11.5 Force Majeure. We shall not be liable for failure or delay of performance of our obligations resulting from any condition beyond our reasonable control, including but not limited to, third party equipment or services, communications failure, governmental action, war, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
 

11.6 Modifications. WE MAY CHANGE THE TERMS OF THIS AGREEMENT FROM TIME TO TIME BY POSTING THE UPDATED AGREEMENT ON THE WEBSITE. YOU CAN REVIEW THE MOST CURRENT VERSION OF THIS AGREEMENT AT ANY TIME AT HTTPS://WWW.SHOPVISION.AI/TERMS-OF-SERVICE/ OR A SUCCESSOR URL THAT WE MAY DESIGNATE. THE REVISED TERMS AND CONDITIONS WILL BECOME EFFECTIVE IMMEDIATELY AFTER WE POST THE UPDATED TEXT ON THE WEBSITE. IF YOU USE THE SERVICES AFTER SUCH DATE, SUCH USE WILL CONSTITUTE ACCEPTANCE OF THE REVISED TERMS AND CONDITIONS. We also reserve the right to modify the Services from time to time in our sole discretion. If any change to this Agreement is not acceptable to you, or if any change we make to the Services is a material reduction in functionality, you may, as your sole remedy for such change, stop using the Services and send a cancellation request through the Applications
 

11.7 Notices. Notices to you shall be given to the email address on file associated with your account. You agree to receive communications from us in an electronic form. All notices to you will be deemed received when sent. Legal notices to us shall be given to legal@shopvision.ai
 

11.8 Languages. You agree that this Agreement is written in the English language and that the English language version of this Agreement and any related document (including notices) shall prevail. Notwithstanding the foregoing, if you are located in a country whose laws require that contracts be in the local language in order to be enforceable, then the version of this Agreement that governs is the local language version that is produced by Shopvision within a reasonable time following your written request to us.
 

11.9 Entire Agreement. This Agreement is the entire agreement between you and Shopvision concerning your use of the Website and the Services and supersedes all other proposals and agreements, whether in oral, written or electronic form. In the event of any conflict between the terms of this Agreement and the terms on the Website or any other document, the terms of this Agreement shall prevail. No terms in any purchase order or in any order documentation are incorporated into or form any part of this Agreement. If you have ordered the Services through our reseller, the terms of this Agreement shall apply to the exclusion of all other varying terms and conditions. Resellers are not authorized to make any promises or commitments on our behalf, and we are not bound by any obligations to you other than what we specify in this Agreement.
 

11.1 Governing Law and Disputes. These Terms and any disputes between you and Shopvision shall be governed by the laws of the province of British Columbia, Canada without reference to its conflict of laws rules.
 

11.11 General. We reserve the right to discontinue or modify any aspect of the Site or Platform at any time. Section headings in these Terms are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay Shopvision, neither party shall be liable for any failure to perform due to causes beyond its reasonable control.  Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party.  If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. These Terms, and the Privacy Policy, represent the complete agreement concerning the Platform and the Site between you and Shopvision and supersede all prior agreements and representations related to the subject matter hereof.
 

If you have any questions or comments regarding these Terms or our Privacy Policy, please feel free to contact us by e-mail at legal@shopvision.ai