These Terms of Service (“Terms”) govern your access to and use of the Shopwyse software-as-a-service (SaaS) business management platform, including any websites, mobile applications, and related services (collectively, the “Service”), provided by [Your Legal Entity Name or Your Name, if self-employed] (“Shopwyse,” “we,” “us,” or “our”).
PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE.
These Terms incorporate our Privacy Policy by reference, available at [link to your Privacy Policy].
1. Service Description
Shopwyse is a software-as-a-service (SaaS) platform designed to help businesses manage operations such as sales, inventory, customers, and financials. The Service is provided “as is” and may be modified, updated, or discontinued at our sole discretion.
2. Eligibility and Account Registration
To use the Service, you must register for an account. By registering, you represent and warrant that:
All registration information you provide is truthful, accurate, current, and complete.
You will maintain the accuracy of such information.
You are at least 18 years old and legally capable of entering into this agreement.
Your use of the Service does not violate any applicable law or regulation.
You are responsible for maintaining the confidentiality of your password and account. You agree to notify Shopwyse immediately of any unauthorized use of your account or other security breach. You are fully responsible for all activities under your account.
3. License to Use the Service
Subject to compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes as intended through its functionality.
4. Restrictions on Use
You agree not to:
Upload, transmit, or make available any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or otherwise objectionable.
Violate any applicable local, national, or international law.
Impersonate any person or entity, or falsely state or misrepresent your affiliation.
Interfere with or disrupt the Service or connected networks.
Attempt unauthorized access to the Service, other accounts, or computer systems.
Reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service.
Sell, resell, rent, lease, or otherwise commercially exploit the Service without our prior written consent.
5. Fees and Payment
Access to certain features may require paid subscriptions.
Subscriptions: Fees are billed in advance on a recurring basis (monthly or annually). Subscriptions renew automatically unless canceled before the end of the billing cycle.
Payment: You agree to provide current, complete, and accurate payment information. You authorize us (or our third-party payment processor) to charge your payment method.
Price Changes: We reserve the right to change subscription fees with reasonable prior notice.
Taxes: All fees exclude applicable taxes, which are your responsibility.
Refunds: Fees are non-refundable, except as required by law or at our sole discretion.
6. Intellectual Property
Shopwyse Service: We and our licensors own all rights, titles, and interests in the Service, including software, text, graphics, logos, and related content (excluding your Customer Data). These Terms do not grant you any ownership rights.
Customer Data: You retain all rights to data you submit to the Service (“Customer Data”). You grant us a worldwide, royalty-free license to host, copy, transmit, and process Customer Data as necessary to provide, maintain, and improve the Service, subject to our Privacy Policy.
Feedback: Any feedback, suggestions, or ideas you provide may be used by us freely. You grant us a worldwide, perpetual, irrevocable, royalty-free license to use such feedback without obligation to you.
7. Customer Data and Privacy
We process Customer Data in accordance with our Privacy Policy [link]. You acknowledge that we act as a “Data Processor” (or equivalent under applicable law) and you (or your organization) act as the “Data Controller.” You represent that you have the necessary rights and consents to provide Customer Data for processing.
8. Confidentiality
“Confidential Information” means all information disclosed by one party (“Discloser”) to the other (“Recipient”), whether oral or written, that is designated confidential or reasonably should be understood as confidential. Our Confidential Information includes the Service; your Confidential Information includes Customer Data.
The Recipient agrees to:
Protect the Discloser’s Confidential Information with at least the same care it uses to protect its own, but no less than reasonable care.
Use Confidential Information only as permitted by these Terms.
Limit disclosure to employees or contractors who need access for purposes consistent with these Terms and who are bound by confidentiality obligations.
Recipient may disclose Confidential Information if required by law.
9. Term and Termination
Term: These Terms are effective from your first access to the Service and remain in force until terminated.
By You: You may terminate by closing your account and ceasing use of the Service.
By Us: We may suspend or terminate your access at any time, including for violation of these Terms or non-payment.
Effect of Termination: Upon termination, your right to use the Service ends. We may delete Customer Data unless legally required to retain it. Provisions such as Intellectual Property, Confidentiality, Warranty Disclaimer, Limitation of Liability, Indemnification, and Governing Law will survive termination.
10. Disclaimer of Warranties
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR VIRUS-FREE.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHOPWYSE, ITS DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLES, ARISING FROM:
Your access to or use of (or inability to use) the Service;
Conduct or content of third parties;
Content obtained through the Service;
Unauthorized access, use, or alteration of your transmissions or data.
OUR TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF:
(a) The amount paid by you to Shopwyse in the six (6) months preceding the claim, or
(b) One hundred U.S. dollars (US$100).
12. Indemnification
You agree to indemnify and hold harmless Shopwyse, its directors, employees, and agents from any claims, liabilities, damages, losses, or expenses (including reasonable legal fees) arising from:
Your use of the Service,
Your Customer Data, or
Your violation of these Terms.
13. Changes to the Terms
We may modify these Terms at our sole discretion. If changes are material, we will provide at least 30 days’ notice (e.g., via email or Service notification). By continuing to use the Service after revisions become effective, you agree to be bound by the updated Terms.
14. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of Brazil, without regard to conflict of law principles. Any disputes will be resolved exclusively in the courts located in [Your City], [Your State], Brazil.
15. General Provisions
Entire Agreement: These Terms (including the Privacy Policy) are the complete agreement between you and Shopwyse regarding the Service.
Waiver: Failure to enforce any provision shall not constitute a waiver.
Severability: If any provision is held unenforceable, the remainder shall remain in effect.
Assignment: You may not assign these Terms without our prior written consent. We may assign freely.
Notices: We may send notices by email (to your registered address) or by posting within the Service.
16. Contact
For questions about these Terms, please contact us at:
support@getshopwyse.com