Terms & Conditions

1. Acceptance of Terms

Welcome to ShopPlus. These Terms and Conditions ("Terms") constitute a legally binding agreement between you, whether acting as an individual, business owner, authorized representative, employee, administrator, or any other authorized user ("User," "you," or "your"), and ShopPlus ("ShopPlus," "we," "our," or "us") governing your access to and use of the ShopPlus platform, including its mobile applications, web portal, software services, APIs, cloud infrastructure, subscriptions, features, and any related products or services provided by ShopPlus. By registering an account, subscribing to a plan, accessing any feature, inviting additional users, or otherwise using the ShopPlus platform, you acknowledge that you have carefully read, understood, and agreed to be bound by these Terms. If you do not agree to any provision contained herein, you must immediately discontinue the registration process and refrain from accessing or using any part of the ShopPlus platform. These Terms apply to every individual or organization using ShopPlus, regardless of subscription type, business size, geographic location, or the modules and services utilized. Your continued use of ShopPlus following any update, enhancement, modification, or revision of these Terms constitutes your acceptance of those revised Terms unless applicable law requires a different form of consent.

ShopPlus is a cloud-based Software-as-a-Service (SaaS) platform developed to assist businesses in managing their day-to-day commercial operations through integrated business management solutions. The platform provides a wide range of services, including but not limited to inventory management, mobile sales and purchases, repair management, warranty tracking, finance and EMI management, SIM card management, customer relationship management, staff management, attendance, payroll, subscriptions, reporting, document management, invoicing, and other operational tools. These Terms govern your use of all current and future services, features, modules, software updates, integrations, enhancements, and functionality made available by ShopPlus. Certain services may be subject to additional guidelines, subscription conditions, feature-specific policies, or licensing terms, which shall be deemed incorporated into these Terms by reference whenever applicable. You acknowledge that access to particular features may depend upon your selected subscription plan, business configuration, user permissions, technical compatibility, or other eligibility criteria established by ShopPlus. Nothing contained in these Terms shall be interpreted as creating any ownership interest in the ShopPlus platform, software, technology, or intellectual property beyond the limited, revocable, non-exclusive right to use the services in accordance with these Terms.

By accepting these Terms, you represent and warrant that you possess the legal authority to enter into this agreement on behalf of yourself or the organization you represent, that all information provided during registration is accurate and complete, and that your use of ShopPlus will comply with all applicable laws, regulations, contractual obligations, and industry standards. You further agree to use the platform only for lawful business purposes and in a manner that does not interfere with the rights of other users, the integrity of the platform, or the security of ShopPlus and its infrastructure. ShopPlus reserves the right to modify, suspend, restrict, or discontinue any aspect of the platform, introduce new features, revise subscription plans, or amend these Terms at its sole discretion, subject to applicable legal requirements. Where required, reasonable notice of material changes will be provided through the platform or other official communication channels. If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall continue to remain in full force and effect. These Terms represent the complete understanding between you and ShopPlus regarding your access to and use of the platform and supersede any prior oral or written communications relating to the same subject matter.

2. Definitions

For the purposes of these Terms and Conditions, the following definitions shall apply whenever the corresponding terms are used, whether in singular or plural form, unless the context clearly requires otherwise. "ShopPlus" refers to the cloud-based Software-as-a-Service (SaaS) platform, including its mobile applications, web portal, software, APIs, databases, cloud infrastructure, features, modules, services, updates, enhancements, documentation, and all associated technologies developed, owned, licensed, or operated under the ShopPlus brand. "Platform" refers collectively to every component of ShopPlus through which users access or utilize the services provided by ShopPlus. "Services" means all products, software functionality, modules, subscription-based features, integrations, business tools, reports, notifications, cloud storage, and other facilities made available through ShopPlus. "User" means any individual or legal entity that accesses, registers, subscribes to, or uses the Platform, including business owners, administrators, managers, employees, consultants, contractors, or any person authorized to use ShopPlus by a registered business. "Business" refers to any organization, sole proprietorship, partnership, company, retailer, distributor, repair center, finance provider, franchise, or other commercial entity that registers an account and utilizes ShopPlus to manage its operations. "Account" means the registered profile created within ShopPlus that enables a User or Business to access the Services using approved authentication credentials. "Administrator" refers to the primary account holder or any individual granted administrative privileges to manage users, subscriptions, permissions, configurations, and business settings within the Platform. "Authorized User" means any employee, staff member, representative, or third party who has been granted access to the Platform by a Business through role-based permissions or administrative authorization.

The term "Subscription" refers to any free trial, paid plan, promotional plan, renewal, upgrade, downgrade, enterprise agreement, or other commercial arrangement through which access to ShopPlus Services is provided. "Subscription Period" means the duration for which a particular subscription remains active before expiration or renewal. "Customer Data" means all information, records, documents, files, images, communications, financial details, repair records, warranty information, invoices, inventory data, customer profiles, employee records, vendor details, reports, uploaded content, and any other information entered, uploaded, generated, or stored within ShopPlus by or on behalf of a Business. "User Content" includes all text, photographs, videos, scanned documents, signatures, invoices, forms, reports, spreadsheets, attachments, or other materials uploaded, created, or transmitted through the Platform by Users. "Intellectual Property" includes all copyrights, trademarks, service marks, logos, software code, databases, designs, user interfaces, graphics, documentation, trade secrets, patents, proprietary technology, business processes, and other proprietary rights owned or licensed by ShopPlus. "Third-Party Services" refers to external software, payment gateways, cloud infrastructure providers, communication platforms, analytics providers, messaging services, APIs, authentication providers, or other independent services integrated with or utilized by ShopPlus to support the functionality of the Platform. "Confidential Information" means any non-public business, financial, operational, technical, commercial, or proprietary information disclosed by either party that is identified as confidential or would reasonably be understood to be confidential by its nature.

Unless expressly stated otherwise, references within these Terms to words such as "including," "includes," or "such as" shall be interpreted as meaning "including without limitation" and shall not restrict the general scope of the provision in which they appear. References to "writing" or "written" include electronic communications, digital records, emails, notifications displayed within the Platform, and any other legally recognized electronic form of communication. References to applicable laws include all statutes, regulations, rules, judicial decisions, governmental directives, and regulatory requirements that may apply to the use of ShopPlus from time to time. Headings contained within these Terms are included solely for convenience and shall not affect the interpretation of any provision. Where the context reasonably permits, words importing the singular shall include the plural and vice versa, and references to one gender shall include all genders. These definitions are intended to promote consistency and clarity throughout these Terms and shall apply equally to all present and future modules, services, products, integrations, features, and functionality made available through ShopPlus unless a different definition is expressly provided within a specific agreement, policy, or feature-specific document.

3. User Registration and Account Responsibilities

To access the Services provided through ShopPlus, Users are required to create and maintain a valid account by providing complete, accurate, and up-to-date registration information. During the registration process, Users may be asked to provide details such as their name, business name, mobile number, email address, business address, tax identification details, subscription preferences, and any other information reasonably required to establish and verify the account. By registering with ShopPlus, you represent and warrant that all information submitted is truthful, accurate, current, and complete, and you agree to promptly update such information whenever changes occur. The creation of an account does not automatically guarantee continued access to the Platform, as ShopPlus reserves the right to verify account information, request additional documentation, reject incomplete registrations, or suspend account activation where there are reasonable concerns regarding authenticity, legality, fraud prevention, security, or compliance with these Terms. Each Business is responsible for ensuring that only authorized individuals are permitted to register, access, or manage its account, and the individual creating the account confirms that they possess the legal authority to act on behalf of the Business. ShopPlus may also establish eligibility requirements, subscription prerequisites, or identity verification procedures before granting access to specific Services or premium features.

Once an account has been successfully created, the Business assumes full responsibility for managing its account credentials, user permissions, and all activities performed through the Platform. Each User is responsible for maintaining the confidentiality of login credentials, passwords, authentication codes, and any other security information associated with the account. ShopPlus strongly recommends the use of strong passwords, periodic password updates, secure devices, and appropriate internal security practices to minimize the risk of unauthorized access. Businesses may invite employees, managers, accountants, technicians, sales representatives, or other Authorized Users to access the Platform through role-based permissions. It is the responsibility of the Business Administrator to assign appropriate access rights, regularly review user permissions, immediately revoke access for former employees or unauthorized individuals, and ensure that every Authorized User complies with these Terms. Any activity performed through a registered account, whether by the Business Owner, Administrator, Authorized User, or any person accessing the account using valid credentials, shall be deemed to have been authorized by the Business unless promptly reported otherwise. ShopPlus shall not be responsible for losses arising from unauthorized access resulting from weak passwords, credential sharing, negligence, compromised devices, or the failure of Users to implement reasonable security measures within their organization.

Users agree to use their ShopPlus accounts solely for lawful business purposes and in accordance with these Terms, applicable laws, and accepted commercial practices. Accounts may not be transferred, assigned, sold, rented, sublicensed, or otherwise made available to any unauthorized individual or organization without the prior written consent of ShopPlus. Users shall not create fraudulent accounts, impersonate another individual or business, provide misleading registration information, circumvent subscription limitations, or attempt to obtain unauthorized access to features, data, or Services beyond the permissions granted to their account. ShopPlus reserves the right to suspend, restrict, verify, or permanently terminate any account that violates these Terms, engages in fraudulent or illegal activities, compromises platform security, infringes the rights of third parties, or otherwise poses a risk to the integrity of the Platform or its users. Users are responsible for immediately notifying ShopPlus of any suspected unauthorized access, credential compromise, suspicious activity, or security incident involving their account. ShopPlus may take appropriate measures to investigate such incidents, temporarily suspend affected accounts, require password resets, request identity verification, or implement additional security controls to protect the Platform and its users. By maintaining an active account, Users acknowledge their ongoing responsibility to comply with these Terms and to ensure that their use of ShopPlus remains secure, lawful, and consistent with the intended purpose of the Platform.

4. Subscription Plans and Payments

ShopPlus offers its Services through various subscription plans designed to accommodate businesses of different sizes, operational requirements, and usage levels. Access to specific features, modules, storage capacity, user limits, integrations, reports, and premium functionality may vary depending on the subscription plan selected by the Business. By subscribing to any paid or promotional plan, the Business agrees to pay all applicable subscription fees, taxes, and other charges associated with the selected plan in accordance with the pricing published by ShopPlus or otherwise communicated at the time of purchase. Subscription fees may be billed on a monthly, quarterly, annual, or any other billing cycle offered by ShopPlus. Unless expressly stated otherwise, all fees are payable in advance and are non-refundable except where required by applicable law or expressly provided under a separate written agreement. ShopPlus reserves the right to introduce new subscription plans, modify existing pricing, discontinue promotional offers, or revise the features available under any plan at its sole discretion. Reasonable notice of material pricing changes may be provided before such changes become effective for existing subscribers, while new subscribers shall be subject to the pricing applicable at the time of registration or purchase.

Payments for ShopPlus subscriptions may be processed through authorized payment gateways, banking channels, digital payment methods, or other approved payment mechanisms made available by ShopPlus. By providing payment information, the Business represents and warrants that it is authorized to use the selected payment method and authorizes ShopPlus or its designated payment service providers to collect the applicable subscription charges, taxes, renewal fees, and any other agreed amounts. Where automatic renewal is enabled, the subscription may renew automatically at the end of each billing cycle unless cancelled before the applicable renewal date in accordance with the subscription terms. If any payment is declined, reversed, cancelled, disputed, or otherwise fails to process successfully, ShopPlus reserves the right to suspend premium features, restrict access to certain modules, downgrade the account to a limited plan where applicable, or temporarily suspend the Services until all outstanding amounts have been successfully received. Businesses remain responsible for ensuring that accurate billing information is maintained, sufficient funds are available for recurring payments, and any applicable taxes, duties, government charges, or financial obligations associated with their subscription are paid in a timely manner. Failure to make payments when due shall not relieve the Business of its obligation to pay outstanding amounts, and ShopPlus may recover unpaid fees through lawful means where necessary.

Businesses may choose to upgrade, downgrade, renew, or cancel their subscription plans subject to the policies applicable at the time of the request. Upgrading a subscription may provide immediate or scheduled access to additional features, increased user limits, enhanced storage, or other premium functionality, while downgrading may result in the loss of access to certain features, reduced storage limits, restricted functionality, or limitations on the number of Authorized Users. ShopPlus shall not be responsible for any interruption, feature limitation, or loss of functionality resulting from a downgrade or cancellation initiated by the Business. Unless otherwise agreed in writing, subscription fees already paid for the current billing period shall not be refunded on account of voluntary cancellation, reduced usage, dissatisfaction, business closure, or failure to utilize the Services. ShopPlus reserves the right to suspend or terminate subscriptions where fraudulent payment activity, unauthorized chargebacks, misuse of payment systems, violation of these Terms, or other unlawful financial activities are identified. In the event of any billing dispute, the Business agrees to first contact ShopPlus to allow a reasonable opportunity to investigate and resolve the matter before initiating any payment reversal or legal proceedings. By subscribing to any ShopPlus plan, the Business acknowledges that timely payment of applicable fees is an essential condition for continued access to the Platform and its Services.

5. Permitted Use of the Platform

ShopPlus grants each registered User a limited, non-exclusive, non-transferable, and revocable right to access and use the Platform solely for legitimate business purposes and in accordance with these Terms and Conditions. The Platform is intended to assist businesses in efficiently managing their daily operations through integrated software solutions, including but not limited to inventory management, mobile sales and purchases, repair management, warranty tracking, finance and EMI management, vendor management, customer relationship management, employee management, attendance, payroll, document storage, invoice generation, reporting, subscriptions, and other business-related services made available by ShopPlus. Users agree to utilize the Platform only in a lawful, ethical, and responsible manner that is consistent with its intended commercial purpose. Access to ShopPlus must be exercised only by authorized individuals using valid credentials issued through the Platform, and Businesses are responsible for ensuring that all Authorized Users operate within the permissions assigned to them by the Business Administrator. Users shall use the Services only in compliance with all applicable laws, regulations, industry standards, contractual obligations, and internal organizational policies governing their business activities. The rights granted under these Terms do not constitute a transfer of ownership or any intellectual property rights in the Platform, and Users may access the Services only for the duration of their valid subscription or authorized access period.

Businesses may use ShopPlus to securely record, manage, organize, analyze, and process operational information necessary for their commercial activities. This includes maintaining customer records, vendor information, employee profiles, attendance records, inventory data, purchase and sales transactions, repair requests, warranty registrations, invoices, financial records, payment history, customer ledgers, uploaded documents, reports, and other business information required for efficient operations. ShopPlus may also be used to communicate with customers, employees, vendors, finance partners, and other stakeholders through supported notification services, generate operational reports, manage multiple business locations, monitor user activities through role-based access controls, and automate routine business processes using the features available within the selected subscription plan. Users may configure account settings, invite additional Authorized Users, assign operational roles, upload documents, integrate supported third-party services, and customize certain business workflows to meet their organizational requirements, provided that such activities remain within the technical limitations and intended functionality of the Platform. Businesses acknowledge that they are solely responsible for the accuracy, legality, completeness, and authenticity of all information entered into ShopPlus and for ensuring that all necessary permissions, authorizations, and consents have been obtained before processing any personal, financial, or business information through the Platform.

Users agree to exercise reasonable care while using ShopPlus and to avoid any activity that could impair the stability, performance, security, or availability of the Platform. The Services may not be used in any manner that interferes with other users, overloads system resources, compromises data integrity, circumvents subscription limitations, or attempts to access restricted features without authorization. Businesses are expected to maintain appropriate internal security controls, regularly review user permissions, promptly remove access for individuals who are no longer authorized, and protect account credentials from unauthorized use. ShopPlus reserves the right to establish reasonable operational guidelines, usage limits, storage limits, API restrictions, fair usage policies, and technical controls necessary to ensure reliable service for all users. Any use of the Platform that exceeds normal operational limits, negatively impacts system performance, violates these Terms, or poses a security risk may result in temporary restrictions, suspension of specific features, or other appropriate corrective measures. By accessing and using ShopPlus, Users acknowledge that the Platform is intended exclusively as a professional business management solution and agree to use its Services responsibly, lawfully, and in a manner that preserves the integrity, security, and reliability of the Platform for all businesses and Authorized Users.

6. Prohibited Activities

To maintain the security, reliability, integrity, and lawful operation of ShopPlus, every User agrees to use the Platform responsibly and strictly in accordance with these Terms and all applicable laws. Users shall not engage in any activity that interferes with the normal operation of the Platform, compromises the security of ShopPlus or its infrastructure, infringes upon the rights of other users, or otherwise damages the reputation or functionality of the Services. Without limiting the generality of the foregoing, Users are prohibited from using ShopPlus for any unlawful, fraudulent, deceptive, abusive, or unauthorized purpose. Users shall not create fake or misleading accounts, impersonate another individual or organization, provide false registration information, use another person's credentials without authorization, or misrepresent their affiliation with any business or entity. The Platform may not be used to facilitate illegal transactions, money laundering, financial fraud, tax evasion, identity theft, intellectual property infringement, or any activity that violates applicable commercial, consumer protection, financial, or cybersecurity laws. Users shall not upload, store, transmit, or distribute content that is unlawful, defamatory, obscene, discriminatory, threatening, malicious, misleading, or otherwise objectionable, nor shall they use the Platform to harass, intimidate, exploit, or harm any individual or organization. Businesses remain fully responsible for ensuring that all Authorized Users acting under their account comply with these Terms and that access to ShopPlus is limited to legitimate business activities only.

Users are expressly prohibited from attempting to gain unauthorized access to any part of ShopPlus, its servers, databases, APIs, software, source code, networks, or other user accounts through hacking, password attacks, vulnerability exploitation, reverse engineering, decompilation, disassembly, automated scripts, bots, crawlers, scraping tools, or any similar techniques intended to bypass security measures or obtain unauthorized information. Users shall not interfere with the operation of the Platform by introducing viruses, malware, ransomware, spyware, worms, Trojan horses, malicious code, or any other harmful technology capable of disrupting or damaging ShopPlus or the systems of other users. Likewise, Users shall not overload the Platform through excessive automated requests, denial-of-service attacks, abnormal API usage, unauthorized bulk data extraction, or activities that negatively affect system performance, availability, or reliability. The resale, sublicensing, leasing, commercial redistribution, unauthorized copying, modification, replication, translation, adaptation, or creation of derivative works based upon the ShopPlus software, user interface, documentation, databases, or proprietary technology is strictly prohibited unless expressly authorized in writing by ShopPlus. Users shall not remove or alter copyright notices, trademarks, proprietary markings, security controls, or any technical protection mechanisms incorporated within the Platform. Any attempt to circumvent subscription limitations, licensing restrictions, storage limits, feature controls, user limits, or payment mechanisms shall constitute a material violation of these Terms.

ShopPlus reserves the absolute right to investigate suspected violations of these Terms and to take any action considered appropriate to protect the Platform, its users, and its legitimate business interests. Such actions may include monitoring account activity, restricting access to certain features, suspending user accounts, terminating subscriptions, removing unlawful content, reporting illegal activities to competent authorities, initiating legal proceedings, or pursuing any other remedies available under applicable law. Users acknowledge that any misuse of the Platform may result in financial losses, reputational damage, legal liability, or security risks affecting ShopPlus and other businesses using the Services. Accordingly, Users agree to fully cooperate with any investigation relating to suspected misuse of the Platform and to provide any information reasonably requested by ShopPlus for the purpose of resolving security incidents, fraud investigations, compliance reviews, or legal obligations. Nothing contained in these Terms shall limit the right of ShopPlus to seek injunctive relief, recover damages, or enforce any other legal or equitable remedies arising from prohibited activities. By continuing to use ShopPlus, every User acknowledges that compliance with these restrictions is essential to maintaining a secure, reliable, and trustworthy business management platform for all organizations and Authorized Users.

7. Customer Data and User Content

ShopPlus enables Businesses to create, upload, store, organize, process, and manage a wide range of business information necessary for their daily operations. All information entered into the Platform by a Business or its Authorized Users, including but not limited to customer records, employee information, vendor details, inventory data, purchase and sales transactions, repair history, warranty registrations, finance records, invoices, payment details, attendance logs, payroll information, uploaded documents, photographs, digital signatures, reports, communications, and any other materials submitted through the Platform, shall collectively be referred to as "Customer Data" or "User Content." The Business retains all ownership rights, title, and interests in such Customer Data and User Content, and nothing contained in these Terms shall be interpreted as transferring ownership of such information to ShopPlus. ShopPlus acts solely as a technology service provider that stores, processes, transmits, and manages Customer Data on behalf of the Business for the purpose of delivering the Services requested through the Platform. Users represent and warrant that they possess all necessary rights, permissions, licenses, consents, and legal authority to upload, store, process, and manage any Customer Data or User Content submitted through ShopPlus and that such information does not violate any applicable law, contractual obligation, intellectual property right, privacy right, confidentiality obligation, or the rights of any third party. Businesses remain solely responsible for ensuring the accuracy, legality, completeness, authenticity, and appropriateness of all information entered into the Platform and for obtaining any necessary authorizations before collecting or processing information relating to customers, employees, vendors, or any other individuals.

By uploading or submitting Customer Data and User Content to ShopPlus, the Business grants ShopPlus a limited, non-exclusive, worldwide, royalty-free, and revocable license, solely for the duration necessary to provide the Services, to host, store, reproduce, transmit, process, display, back up, synchronize, and otherwise use such information strictly as required to operate, maintain, secure, improve, and support the Platform. This limited license exists exclusively for the purpose of enabling features such as cloud storage, synchronization across devices, report generation, invoice creation, repair tracking, warranty management, notification services, system backups, data recovery, analytics, customer support, security monitoring, software updates, and other operational functions available within ShopPlus. ShopPlus shall not claim ownership of Customer Data or User Content, nor shall it use such information for independent commercial exploitation, marketing, resale, or any purpose unrelated to providing the Services, except where expressly authorized by the Business or required by applicable law. Users acknowledge that certain Platform features may automatically generate reports, dashboards, summaries, analytics, audit logs, notifications, or derived operational information based upon Customer Data entered into the Platform. Such system-generated outputs remain associated with the respective Business and form part of the operational functionality of ShopPlus. Businesses are responsible for reviewing all uploaded content before submission and ensuring that no unlawful, malicious, misleading, infringing, or unauthorized materials are stored through the Platform.

ShopPlus implements reasonable administrative, technical, and organizational safeguards designed to protect Customer Data and User Content against unauthorized access, accidental loss, misuse, alteration, disclosure, or destruction. However, Businesses remain responsible for maintaining independent backups where appropriate, regularly reviewing data accuracy, assigning suitable user permissions, safeguarding account credentials, and implementing appropriate internal security practices within their organization. ShopPlus reserves the right to refuse, suspend, remove, restrict access to, or permanently delete any Customer Data or User Content that reasonably appears to violate these Terms, infringe the rights of third parties, compromise platform security, contain malicious software, facilitate unlawful activities, or otherwise expose ShopPlus or its users to legal, operational, or reputational risk. Where required by law, legal process, regulatory authority, or a valid governmental request, ShopPlus may disclose or preserve Customer Data to the extent necessary to comply with its legal obligations or protect the rights, safety, and security of the Platform and its users. Upon termination or expiration of the applicable subscription, Customer Data may continue to be retained for the period described in applicable policies or legal requirements, after which it may be securely deleted or anonymized in accordance with ShopPlus's data retention practices. By continuing to use ShopPlus, Businesses acknowledge their ongoing responsibility for all Customer Data and User Content stored within the Platform and agree to use the Services in a lawful, responsible, and commercially appropriate manner.

8. Intellectual Property Rights

ShopPlus, including its software, source code, application architecture, user interface, design elements, databases, workflows, algorithms, documentation, APIs, trademarks, logos, service marks, graphics, icons, reports, templates, business processes, and all other technology, content, and materials made available through the Platform, is the exclusive property of ShopPlus or its licensors and is protected by applicable intellectual property, copyright, trademark, trade secret, and other proprietary rights. Except for the limited right to access and use the Platform in accordance with these Terms, no ownership, title, license, or other proprietary interest is transferred to any User or Business. All rights not expressly granted under these Terms are reserved by ShopPlus. Users acknowledge that the Platform represents significant investment in research, development, technology, and business innovation, and they agree not to undertake any action that may infringe, dilute, challenge, or otherwise adversely affect the intellectual property rights of ShopPlus. The use of the Platform does not grant Users any right to copy, modify, reproduce, publish, distribute, commercialize, sublicense, sell, lease, or otherwise exploit any component of ShopPlus beyond the ordinary and intended use of the Services. Users shall not remove, obscure, alter, or modify any copyright notices, trademark symbols, proprietary legends, branding elements, or other ownership identifiers appearing within the Platform, software, reports, documentation, or generated materials. Any unauthorized use of the intellectual property belonging to ShopPlus shall constitute a material breach of these Terms and may result in immediate suspension or termination of access to the Services, in addition to any legal remedies available under applicable law.

Users are granted a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use ShopPlus solely for their internal business operations and only during the validity of their authorized subscription or access period. This limited license does not permit Users to reverse engineer, decompile, disassemble, decode, translate, adapt, modify, create derivative works, replicate, mirror, frame, scrape, extract, or otherwise attempt to discover the source code, underlying structure, algorithms, database schema, or proprietary technology used within ShopPlus. Users shall not develop, market, distribute, or support any software, platform, application, or service that copies or substantially replicates the functionality, appearance, workflow, business logic, or proprietary features of ShopPlus without prior written authorization. Furthermore, Users may not use the Platform to create benchmark data, competitive analysis, automated testing services, artificial intelligence training datasets, or any other commercial product that competes directly or indirectly with ShopPlus. Suggestions, enhancement requests, recommendations, feedback, ideas, comments, feature proposals, bug reports, or other communications voluntarily submitted by Users relating to the Platform may be used by ShopPlus without restriction or obligation, and Users agree that ShopPlus may incorporate such feedback into existing or future products, features, or services without payment, attribution, or additional consent. Nothing contained in these Terms shall restrict ShopPlus from independently developing technologies, features, or business solutions similar to concepts suggested by Users, provided that ShopPlus does not improperly use confidential information belonging to the User.

The Business shall retain ownership of its Customer Data, User Content, uploaded documents, business records, reports, invoices, images, and other information created or submitted through the Platform, subject to the limited processing rights granted to ShopPlus for the purpose of providing the Services. Ownership of Business data shall not be interpreted as granting any right to access, reproduce, modify, or exploit the proprietary software, databases, interfaces, or intellectual property underlying the Platform itself. Users agree not to use the ShopPlus name, trademarks, logos, branding elements, marketing materials, screenshots, user interface designs, or proprietary documentation in advertisements, promotional campaigns, commercial publications, derivative products, domain names, social media accounts, or any other public or commercial activity without obtaining prior written permission from ShopPlus. ShopPlus reserves the right to pursue all available legal and equitable remedies against any individual or organization that infringes its intellectual property rights, including seeking injunctive relief, monetary damages, recovery of legal costs, and any other remedies permitted under applicable law. The obligations contained within this section shall survive the suspension, expiration, cancellation, or termination of a User's account or subscription and shall continue to remain binding for so long as the applicable intellectual property rights remain protected under law.

9. Third-Party Services and Integrations

To enhance the functionality, reliability, and overall user experience of the Platform, ShopPlus may integrate with or utilize various third-party services, software components, cloud infrastructure providers, payment gateways, communication platforms, authentication services, analytics tools, mapping services, messaging providers, document processing services, storage providers, and other technology partners that support the operation of the Services. These integrations enable Businesses to efficiently manage their day-to-day operations by facilitating secure payment processing, invoice generation, cloud storage, email notifications, SMS delivery, WhatsApp communications, authentication, backup services, reporting, system monitoring, and other operational capabilities. Users acknowledge that certain features within ShopPlus may depend upon the availability, performance, compatibility, or continued operation of these independent third-party services. While ShopPlus exercises reasonable care in selecting reputable service providers, it does not own, operate, or control the infrastructure, policies, security practices, or operational procedures of such independent organizations. Consequently, the availability of certain features or integrations may be affected by maintenance activities, technical failures, service interruptions, policy changes, or other events occurring outside the reasonable control of ShopPlus. Users understand that the functionality of third-party integrations may evolve over time and that ShopPlus reserves the right to introduce, modify, replace, suspend, or discontinue any integration whenever necessary to improve security, operational efficiency, legal compliance, platform performance, or overall user experience.

Where the use of a third-party integration requires the exchange, transmission, or processing of Customer Data or User Content, ShopPlus shall limit such sharing to the extent reasonably necessary for the relevant service to function as intended. For example, payment information may be transmitted to authorized payment gateway providers for transaction processing, communication details may be shared with messaging providers for sending notifications, authentication information may be processed through identity verification services, and cloud infrastructure providers may securely store or back up Customer Data to support the reliable operation of the Platform. ShopPlus expects all third-party service providers engaged on its behalf to maintain appropriate administrative, technical, and organizational safeguards for protecting information processed through their systems. However, Users acknowledge that the privacy practices, operational standards, service availability, and legal obligations of independent third-party providers are governed by their own contractual terms and privacy policies. ShopPlus does not make any representation or warranty regarding the performance, accuracy, availability, security, or suitability of any third-party service beyond the reasonable efforts undertaken to integrate such services into the Platform. Businesses choosing to enable optional third-party integrations remain responsible for reviewing and accepting the applicable terms governing those services and for ensuring that their use of such integrations complies with all applicable legal, regulatory, and contractual obligations relevant to their business operations.

ShopPlus shall not be liable for any interruption, delay, data loss, transaction failure, communication failure, security incident, operational disruption, financial loss, or other damages arising directly or indirectly from the acts, omissions, policies, technical limitations, maintenance activities, or service failures of independent third-party providers that are outside the reasonable control of ShopPlus. In circumstances where a third-party provider permanently discontinues a service, changes its technical specifications, modifies pricing, withdraws access, or introduces restrictions affecting an existing integration, ShopPlus may temporarily suspend the affected functionality while implementing an alternative solution or discontinue the integration where continued support is no longer technically or commercially feasible. Users agree that ShopPlus shall not be responsible for maintaining compatibility with every third-party product, software version, hardware device, operating system, or external service unless expressly stated otherwise. Businesses are encouraged to periodically review the integrations enabled within their accounts, monitor communications relating to third-party service updates, and ensure that any external services connected to ShopPlus remain appropriate for their operational requirements. By using the Platform and enabling available integrations, Users acknowledge that interaction with third-party services is an inherent aspect of modern cloud-based software and agree that such integrations are subject to the limitations, responsibilities, and conditions described in these Terms and the applicable policies of the respective third-party service providers.

10. Service Availability and Maintenance

ShopPlus is committed to providing a reliable, secure, and high-performing cloud-based Platform that supports the day-to-day operations of businesses. While we make commercially reasonable efforts to ensure continuous availability of the Services, Users acknowledge and agree that uninterrupted access to the Platform cannot be guaranteed at all times. The availability of ShopPlus may be affected by scheduled maintenance, software upgrades, infrastructure enhancements, emergency security measures, internet connectivity issues, failures of third-party service providers, hardware malfunctions, power interruptions, natural disasters, governmental actions, cyber incidents, or other circumstances beyond the reasonable control of ShopPlus. The Platform operates through cloud infrastructure and internet-based technologies that require periodic maintenance to ensure optimal performance, stability, compatibility, and security. Accordingly, temporary interruptions, delays, reduced functionality, or limited access may occasionally occur as part of routine operational activities or unforeseen technical events. ShopPlus shall not be deemed in breach of these Terms solely because the Platform becomes temporarily unavailable due to maintenance activities, technical failures, security incidents, or circumstances outside its reasonable control. Users acknowledge that the uninterrupted operation of modern cloud-based software depends upon numerous external systems and technologies, many of which are not owned or controlled by ShopPlus.

To maintain the quality, security, and reliability of the Services, ShopPlus reserves the right to perform scheduled and emergency maintenance whenever necessary. Scheduled maintenance may include software updates, database optimization, infrastructure improvements, security enhancements, operating system upgrades, feature deployments, performance tuning, bug fixes, backup verification, and other technical activities designed to improve the Platform. Where reasonably practicable, ShopPlus may provide advance notice of planned maintenance through in-application notifications, email communications, dashboard announcements, or other official communication channels. However, emergency maintenance may be performed without prior notice where immediate action is required to address security vulnerabilities, prevent unauthorized access, mitigate system failures, protect Customer Data, comply with legal obligations, or preserve the stability and integrity of the Platform. During maintenance periods, certain features, modules, integrations, reports, APIs, or communication services may become temporarily unavailable or operate with reduced functionality. ShopPlus also reserves the right to introduce new features, modify existing functionality, improve workflows, discontinue obsolete modules, replace third-party integrations, implement security enhancements, or make other operational changes that are considered necessary for the continued development and improvement of the Platform. Such modifications may be implemented without creating any obligation to maintain legacy features or outdated functionality indefinitely, provided that reasonable efforts are made to preserve the overall value and operational integrity of the Services.

Businesses using ShopPlus are responsible for maintaining reliable internet connectivity, compatible devices, supported operating systems, updated web browsers, and appropriate internal IT infrastructure necessary to access the Platform. Users should regularly save important work, review generated reports, maintain appropriate local records where required by internal business policies, and cooperate with any maintenance instructions communicated by ShopPlus. Although ShopPlus employs robust backup procedures, disaster recovery mechanisms, system monitoring, and redundancy measures to minimize operational disruptions, no cloud-based service can guarantee complete immunity from unexpected technical failures or force majeure events. Accordingly, ShopPlus shall not be liable for temporary interruptions, loss of productivity, delayed business operations, or incidental losses resulting from scheduled maintenance, emergency maintenance, infrastructure upgrades, software deployments, telecommunications failures, internet outages, or events beyond its reasonable control. We continuously monitor platform performance, invest in infrastructure improvements, and implement evolving security and operational practices to maximize service reliability and minimize downtime. By accessing and using ShopPlus, Users acknowledge that periodic maintenance, software updates, feature enhancements, and temporary service interruptions are an inherent and necessary aspect of delivering a secure, scalable, and continuously improving cloud-based business management platform.

11. Suspension and Termination

ShopPlus reserves the right to suspend, restrict, or terminate access to the Platform, either temporarily or permanently, whenever it reasonably determines that such action is necessary to protect the security, integrity, reliability, lawful operation, or commercial interests of the Platform, its users, or third parties. Suspension or termination may occur for various reasons, including but not limited to the violation of these Terms and Conditions, failure to pay applicable subscription fees, unauthorized access attempts, fraudulent activities, misuse of the Platform, infringement of intellectual property rights, submission of false or misleading information, repeated security violations, unlawful business activities, abuse of system resources, or any conduct that may adversely affect the performance, reputation, or security of ShopPlus. ShopPlus may also suspend access where required by applicable law, regulatory authorities, judicial orders, governmental directives, or to prevent imminent harm to the Platform or its users. Depending on the nature and severity of the violation, ShopPlus may issue warnings, temporarily restrict access to specific features, suspend individual user accounts, disable selected modules, or permanently terminate the entire business account without prior notice where immediate action is reasonably necessary. Nothing in these Terms shall obligate ShopPlus to continue providing Services where continued access would expose the Platform, its users, or ShopPlus to legal, financial, operational, or security risks.

Businesses may voluntarily terminate their subscription or request closure of their ShopPlus account at any time by following the applicable account management procedures or by contacting the official support channels. Voluntary termination of an account shall not relieve the Business of any outstanding financial obligations, contractual commitments, taxes, payment liabilities, or other responsibilities accrued prior to the effective date of termination. Unless otherwise agreed in writing or required by applicable law, subscription fees paid before termination are non-refundable, and no partial refunds, credits, or reimbursements shall be provided for any unused portion of the subscription period resulting from voluntary cancellation. Upon termination or expiration of a subscription, access to premium features, cloud services, reports, integrations, storage, or other subscription-based functionality may be suspended or discontinued in accordance with the applicable subscription plan. Businesses are encouraged to export or back up any Customer Data, reports, invoices, financial records, inventory information, repair history, warranty records, employee data, or other business information before requesting account closure or allowing a subscription to expire. ShopPlus may retain certain information for reasonable periods where required for legal compliance, dispute resolution, fraud prevention, financial recordkeeping, security investigations, backup management, or other legitimate business purposes as described in applicable policies.

The suspension or termination of an account shall not affect any rights, obligations, liabilities, or remedies that have accrued prior to the effective date of such suspension or termination. Any provisions of these Terms that, by their nature, are intended to survive termination, including provisions relating to intellectual property rights, payment obligations, confidentiality, limitation of liability, indemnification, dispute resolution, data retention, governing law, and legal compliance, shall continue to remain fully enforceable notwithstanding the termination or expiration of the User's access to the Platform. ShopPlus reserves the right to refuse future registration requests, deny reactivation of previously terminated accounts, or restrict the creation of new accounts where there is reasonable evidence that the User has previously violated these Terms or engaged in activities that compromise the security, integrity, or lawful operation of the Platform. Where technically feasible and legally permissible, ShopPlus may provide reasonable assistance regarding account closure or data export requests submitted before permanent deletion of account access. By using ShopPlus, every User acknowledges that suspension and termination rights are essential for protecting the Platform, maintaining a secure and reliable operating environment, ensuring compliance with applicable laws, and safeguarding the interests of all Businesses and Authorized Users who rely upon the Services.

12. Disclaimer of Warranties

ShopPlus provides the Platform and all associated Services on an "as available" and "as is" basis, subject to the capabilities, limitations, and operational requirements of cloud-based software services. While ShopPlus is committed to delivering a reliable, secure, and continuously improving business management solution, we do not represent or warrant that the Platform will always operate without interruption, delay, error, defect, incompatibility, or security incident. To the fullest extent permitted by applicable law, ShopPlus expressly disclaims all warranties, representations, guarantees, and conditions of any kind, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, uninterrupted availability, accuracy, reliability, compatibility, performance, or results obtained through the use of the Platform. Users acknowledge that the operation of cloud-based software depends upon numerous external factors, including internet connectivity, telecommunications networks, hosting infrastructure, hardware compatibility, operating systems, browsers, mobile devices, third-party integrations, payment gateways, communication providers, and other technologies that are not owned or controlled by ShopPlus. Consequently, ShopPlus does not warrant that the Services will always meet every individual business requirement, operate continuously without interruption, or remain free from temporary downtime, latency, software bugs, technical limitations, or unforeseen operational issues. Businesses are encouraged to evaluate whether the Platform is appropriate for their operational needs before relying upon it for critical business activities.

Although ShopPlus implements commercially reasonable measures to maintain the integrity, security, and performance of the Platform, we do not guarantee the completeness, accuracy, legality, or suitability of any Customer Data, User Content, reports, invoices, financial calculations, inventory records, repair history, warranty information, employee records, analytics, notifications, or other information generated or stored through the Platform. All information processed within ShopPlus is based upon the data entered, uploaded, or managed by Users, and Businesses remain solely responsible for verifying the accuracy, completeness, legality, and appropriateness of such information before relying upon it for commercial, financial, operational, legal, taxation, accounting, regulatory, or management decisions. ShopPlus does not provide legal, accounting, taxation, auditing, financial, investment, medical, or professional advisory services, and no feature or functionality within the Platform should be interpreted as a substitute for independent professional advice. Users acknowledge that business decisions made using information generated by ShopPlus are undertaken entirely at their own discretion and risk. Furthermore, ShopPlus makes no warranty regarding the continuous availability, compatibility, security, or performance of third-party services, payment gateways, communication providers, cloud infrastructure, messaging platforms, APIs, or other external services integrated with the Platform, as such services remain subject to the independent operational practices and policies of their respective providers.

Users expressly acknowledge that no software platform can guarantee absolute protection against cybersecurity threats, hardware failures, internet disruptions, unauthorized access attempts, data corruption, force majeure events, or other circumstances beyond reasonable technical control. Accordingly, ShopPlus recommends that Businesses maintain appropriate internal controls, periodic backups where necessary, independent verification of important business records, secure password management practices, regular review of user permissions, and appropriate disaster recovery procedures to complement the protections provided by the Platform. Any beta features, experimental functionality, preview releases, pilot programs, or early-access modules made available by ShopPlus are provided without any warranty of stability, availability, or future support and may be modified, suspended, or withdrawn at any time without prior notice. To the maximum extent permitted by applicable law, ShopPlus disclaims all liability arising from any reliance placed upon the Platform beyond the warranties expressly stated in these Terms. By accessing or continuing to use ShopPlus, Users acknowledge that they have evaluated the Services, understand the inherent limitations of cloud-based software, accept the foregoing disclaimers, and agree that the Platform is provided subject to the limitations, exclusions, and conditions set forth in this section.

13. Limitation of Liability

To the fullest extent permitted by applicable law, ShopPlus, its owners, affiliates, directors, officers, employees, consultants, licensors, service providers, and business partners shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or economic damages arising out of or relating to the access to, use of, inability to use, or performance of the Platform or any Services provided through ShopPlus. This limitation applies regardless of the legal theory under which a claim is brought, including contract, tort, negligence, strict liability, statutory liability, or otherwise, and regardless of whether ShopPlus has been advised of the possibility of such damages. Without limitation, ShopPlus shall not be responsible for any loss of profits, revenue, business opportunities, goodwill, anticipated savings, customer relationships, business interruption, operational delays, data corruption, data loss, loss of contracts, inventory discrepancies, financial losses, accounting inaccuracies, taxation issues, reputational damage, or any other commercial or economic loss resulting from the use of or reliance upon the Platform. Users acknowledge that ShopPlus functions solely as a technology platform that facilitates business management activities and does not participate in, supervise, verify, or guarantee the commercial transactions, financial decisions, contractual relationships, or business operations conducted by its Users. Accordingly, Businesses remain solely responsible for all operational, financial, legal, and commercial decisions made using information generated or managed through the Platform.

ShopPlus shall not be liable for any loss, damage, delay, or interruption arising directly or indirectly from circumstances beyond its reasonable control, including but not limited to internet outages, telecommunications failures, cloud infrastructure disruptions, hardware malfunctions, cyberattacks, malicious software, unauthorized access by third parties, data breaches caused by compromised user credentials, failures of payment gateways, messaging service interruptions, third-party software defects, utility failures, labor disputes, governmental actions, natural disasters, epidemics, pandemics, acts of terrorism, civil unrest, war, force majeure events, or other unforeseen circumstances affecting the operation of the Platform. Furthermore, ShopPlus shall not be responsible for errors resulting from inaccurate, incomplete, outdated, or misleading information entered into the Platform by Users, nor for any decisions made by Businesses based upon reports, analytics, financial summaries, inventory calculations, customer records, repair history, warranty information, or other data generated through the Services. Businesses are responsible for independently verifying critical information before relying upon it for accounting, taxation, legal compliance, financial reporting, inventory management, lending decisions, regulatory filings, or other significant business purposes. Users also acknowledge that no software platform can guarantee uninterrupted availability or complete protection against every technical failure or cybersecurity threat, and they agree to implement appropriate internal controls, data verification procedures, user access management, and backup practices to support their own business continuity requirements.

In any event, and notwithstanding any provision contained elsewhere in these Terms, the total cumulative liability of ShopPlus arising out of or relating to the use of the Platform or the Services shall not exceed the total subscription fees actually paid by the respective Business to ShopPlus during the six (6) months immediately preceding the event giving rise to the claim, or the minimum amount permitted under applicable law where such limitation cannot legally be excluded. This limitation shall apply collectively to all claims, causes of action, liabilities, damages, costs, and expenses arising from the same or related events. Nothing contained in these Terms shall exclude or limit liability to the extent that such exclusion or limitation is prohibited by applicable law. Users acknowledge that the pricing of ShopPlus Services has been determined in reliance upon the allocation of risks and the limitations of liability described in these Terms, and that these limitations constitute an essential basis of the agreement between the Parties. If any portion of this limitation is determined by a competent authority to be unenforceable, the remaining provisions shall continue to remain valid and enforceable to the maximum extent permitted by law. By accessing or continuing to use ShopPlus, Users expressly accept the allocation of risk established under this section and agree that the foregoing limitations are fair, reasonable, and proportionate considering the nature of the Services provided by the Platform.

14. Indemnification

By accessing or using ShopPlus, each User and Business agrees to defend, indemnify, and hold harmless ShopPlus, its owners, affiliates, directors, officers, employees, consultants, licensors, technology partners, contractors, agents, successors, and assigns from and against any and all claims, demands, actions, proceedings, investigations, liabilities, judgments, damages, losses, penalties, fines, settlements, costs, and expenses, including reasonable legal and professional fees, arising directly or indirectly out of or relating to the User's access to or use of the Platform. This obligation includes, without limitation, claims resulting from the violation of these Terms and Conditions, breach of applicable laws or regulations, infringement of intellectual property rights, misuse of Customer Data, unauthorized disclosure of confidential information, fraudulent activities, negligence, misconduct, inaccurate information submitted to the Platform, misuse of subscription services, unauthorized access to the Platform, or any activity that causes harm to ShopPlus, its users, or any third party. Businesses further agree to indemnify ShopPlus for any claims arising from the actions or omissions of their employees, administrators, contractors, consultants, agents, or other Authorized Users who access the Platform under their account, regardless of whether such individuals remain associated with the Business at the time the claim arises. This indemnification obligation shall apply whether the claim is initiated by a customer, employee, vendor, financial institution, government authority, regulatory body, business partner, intellectual property owner, or any other third party alleging loss, damage, injury, or legal violation resulting from the User's activities conducted through ShopPlus.

Businesses acknowledge that ShopPlus functions solely as a technology platform that facilitates business operations and does not supervise, verify, participate in, or control the underlying commercial transactions, contractual relationships, financial dealings, employment matters, repair services, warranty commitments, inventory records, customer interactions, or other operational activities carried out by Users. Accordingly, Users accept full responsibility for ensuring that their business practices, transactions, communications, documentation, financial records, customer information, employee management, taxation, regulatory compliance, and contractual obligations are conducted lawfully and appropriately. If any dispute, claim, legal proceeding, regulatory investigation, or governmental action arises as a consequence of information uploaded by a User, products or services sold by a Business, warranties offered to customers, repair work performed, invoices generated, financial arrangements entered into, or any other activity undertaken through or in connection with the Platform, the affected User or Business agrees to indemnify and hold ShopPlus harmless from all resulting liabilities, expenses, and legal consequences. ShopPlus reserves the right, at its sole discretion and expense, to participate in the defense of any matter for which indemnification is sought or to assume exclusive control of such defense where it considers its legal or commercial interests may be materially affected. In such circumstances, the User agrees to cooperate fully with ShopPlus by promptly providing all relevant information, documentation, evidence, records, and reasonable assistance necessary for the investigation, defense, negotiation, or settlement of the matter.

The indemnification obligations contained in this section shall survive the suspension, cancellation, expiration, or termination of the User's account, subscription, or access to the Platform and shall remain enforceable for so long as any claim or liability relating to the User's activities may lawfully be asserted. Nothing in this section shall require ShopPlus to indemnify a User for losses arising from the User's own negligence, misconduct, unlawful activities, or breach of these Terms. Likewise, nothing shall prevent ShopPlus from pursuing any additional contractual, statutory, or equitable remedies available under applicable law where the conduct of a User has caused financial loss, reputational damage, operational disruption, security incidents, regulatory penalties, or other harm to the Platform or its stakeholders. Users acknowledge that the indemnification provisions contained herein represent a fundamental allocation of risk between the Parties and are an essential condition upon which ShopPlus agrees to provide access to its Services. By continuing to use ShopPlus, each User expressly accepts these indemnification obligations and agrees to bear full responsibility for the legal consequences of their own actions, omissions, business operations, and use of the Platform in accordance with these Terms and applicable law.

15. Governing Law and General Provisions

These Terms and Conditions shall be governed by and construed in accordance with the applicable laws governing the jurisdiction in which ShopPlus is legally established, without regard to any conflict of law principles that may otherwise apply. By accessing or using the Platform, each User and Business agrees that any dispute, controversy, claim, or legal proceeding arising out of or relating to these Terms, the Services, the use of the Platform, or any rights and obligations of the Parties shall be subject to the exclusive jurisdiction of the competent courts located within the jurisdiction designated by ShopPlus, unless otherwise required by applicable law. Before initiating any formal legal proceeding, the Parties agree to make reasonable efforts to resolve disputes through good-faith discussions and negotiations in an effort to achieve an amicable resolution. Nothing contained in these Terms shall prevent ShopPlus from seeking temporary, equitable, or injunctive relief before any competent court where such action is reasonably necessary to protect its intellectual property, confidential information, security interests, business operations, or other legal rights. Users acknowledge that the continued use of ShopPlus constitutes acceptance of the governing law and jurisdiction provisions contained herein, regardless of the geographic location from which the Platform is accessed or the jurisdiction in which the User or Business conducts its operations.

ShopPlus reserves the right to amend, modify, update, replace, or revise these Terms and Conditions from time to time whenever necessary to reflect changes in applicable laws, business practices, subscription models, platform functionality, security requirements, operational procedures, technological developments, or other legitimate business needs. Updated Terms may become effective upon publication within the Platform, through official notifications, email communications, or any other reasonable method of informing Users, unless a different effective date is expressly stated. Continued access to or use of the Platform after such updates become effective shall constitute acceptance of the revised Terms. If any provision of these Terms is determined by a court or competent authority to be unlawful, invalid, or unenforceable, that provision shall be interpreted, modified, or limited only to the minimum extent necessary to achieve compliance with applicable law, while the remaining provisions shall continue in full force and effect. The failure or delay of ShopPlus to exercise any right, remedy, or provision contained in these Terms shall not operate as a waiver of that right or prevent its future enforcement. Likewise, any waiver of a particular breach shall not constitute a waiver of any subsequent or continuing breach. Users may not assign, transfer, sublicense, delegate, or otherwise dispose of any rights or obligations arising under these Terms without the prior written consent of ShopPlus. ShopPlus may assign or transfer its rights and obligations in connection with a merger, acquisition, corporate restructuring, sale of assets, or other lawful business transaction without requiring additional consent from Users.

These Terms and Conditions, together with any additional policies, subscription agreements, feature-specific terms, or legally binding notices expressly incorporated by reference, constitute the complete and entire agreement between ShopPlus and the User regarding access to and use of the Platform and supersede all prior discussions, negotiations, understandings, representations, proposals, or agreements relating to the same subject matter. Users acknowledge that they have not relied upon any statement, representation, warranty, or promise not expressly contained within these Terms when deciding to register for or use the Platform. Nothing contained herein shall be interpreted as creating any partnership, joint venture, agency, employment relationship, franchise, fiduciary duty, or other legal relationship between ShopPlus and any User beyond that of an independent service provider and customer. Headings are included solely for convenience and shall not affect the interpretation of these Terms. References to the singular include the plural where appropriate, and vice versa, unless the context clearly indicates otherwise. The obligations relating to intellectual property, confidentiality, payment obligations, limitation of liability, indemnification, dispute resolution, data retention, and any other provisions that by their nature are intended to survive shall continue in effect following the suspension, expiration, or termination of a User's account. By creating an account, subscribing to the Services, or continuing to access the Platform, every User confirms that they have carefully read, understood, and agreed to be legally bound by these Terms and Conditions in their entirety.