These Terms of Service (“Agreement”) constitute a contract between Shoperpro LLC (“Shoperpro,” “we,” “our,” or the “Company”) and you (“User,” “you,” or “your”). This Agreement outlines the terms and conditions governing your use of Shoperpro products and services, as well as the ShoperHosting.com website (collectively referred to as the “Services”). By using the Services, you acknowledge and agree to be bound by this Agreement. If you do not agree to these terms, you are not permitted to access or use the Services provided by Shoperpro.

1. AGREEMENT, ORDERS AND SERVICES
This Agreement covers general terms applicable to all Services ordered from Shoperpro LLC (“ShoperpHosting”) under one or more Orders. Additional terms specific to each Service may be detailed in the Order and accompanying Service Descriptions, available on our website or provided separately. In case of any conflict among this Agreement, Service Descriptions, or Orders, priority shall be given in the following sequence: (a) the Order; (b) the Service Description; and (c) this Agreement.
We offer technical support services (“Support”) for the Services via phone, email, and live chat, based on the level of Support purchased and as outlined in your account or on our website. Support is provided exclusively to the customer named in the Order; we are not obligated to provide Support to any other party. Support excludes assistance with Third Party Products (as defined in Section).
We will provision the Services to meet the technical standards or service levels specified in the applicable Service Description, or Order. Your sole remedy for any failure to meet these standards or levels is as specified in the applicable Service Description, Service Level Agreement, or Order.
shoperhosting and its licensors own the Services, related documentation, and all associated rights. You do not and will not acquire any ownership rights to the Services or documentation. We grant you a limited, non-exclusive, non-transferable right to access and use the Services and related documentation in accordance with this Agreement. If you are under 18, you may use the Services only with parental or guardian involvement. Upon expiration or termination of your Service Order, you must cease using the Services and related materials. You are prohibited from removing, modifying, or obscuring any copyright, trademark, or other proprietary notices on materials provided by us.
We reserve the right to deny Services at our discretion and without prior notice.

2. AMENDMENT TO TERMS
Periodically, we may update the terms of this Agreement, which may include revisions to Service Descriptions and Support details. We will notify you of these changes by posting them on our website or by other means of communication. It is your responsibility to check our website periodically for these updates. Your continued use of our Services or Support after being informed of such changes signifies your acceptance of the revised terms.

3. FEES, PAYMENT TERMS AND REFUNDS
You are accountable for all fees associated with the Services as specified on the relevant Order/invoice, which may be debited from your account (“Fees”). Furthermore, upon notifying you, we reserve the right to increase Fees proportionately due to significant rises in raw materials, labor costs, Third Party Equipment (as defined below), and other third-party materials and services used in delivering the Services. Such increases will take effect from the subsequent monthly billing cycle.
Unless otherwise agreed upon in writing, we will charge your credit card monthly for the Fees without issuing an invoice in most cases. If an alternative payment method is approved, we will email you an invoice no later than two (2) days after the invoice date to the email address(es) specified in your Order. You must notify us in writing at least thirty (30) days in advance of any changes to your billing email address(es). Billing commences on the first day the Services are made available to you. Recurring Fees will be charged monthly, while non-recurring Fees will be included on the invoice for applicable installations or Service changes. By failing to dispute any charges within thirty (30) days of the charge or invoice date, you waive the right to dispute them.
Late payments may incur a late charge equivalent to one and one-half percent (1 ½%) (or the maximum legal rate, if lower) of the unpaid balance per month if not settled promptly. You will be responsible for reimbursing us for all expenses incurred in collecting overdue amounts, including reasonable attorney fees. Failure to pay Fees when due may result in suspension of Services. If a payment is returned due to insufficient funds or bank charges, you agree to reimburse us for associated processing fees and applicable late charges. Service delivery is contingent upon continuous approval of your creditworthiness, and you must provide financial information as reasonably requested to assess your creditworthiness.
You are liable for all governmental assessments, surcharges, and fees related to your use of the Services (excluding taxes on our net income). No taxes will be invoiced if valid exemption certificate(s) are provided by you. Failure to provide or maintain required tax exemption certificate(s) will result in your indemnification of us from any resulting damages or liabilities, and we may retroactively bill you for applicable taxes.
Except as stated herein, all Services are non-cancellable, and all Fees are non-refundable. No refunds are available for Services purchased under this Agreement.

4. YOUR RESPONSIBILITIES AND USE RESTRICTIONS
You assume total responsibility for your and your user’s use of the Services, and you are responsible for all acts and omissions of your users in connection with receipt or use of the Services.You agree to compensate, hold harmless, and defend us from any claims, damages, losses, liabilities, costs, and expenses, including attorneys’ fees, resulting from your use or misuse of the Services.
You and your users must use the Services in compliance with all applicable laws, rules and regulations, including but not limited to all data protection and privacy laws, as well as laws relating to unsolicited commercial electronic messages. You must obtain and maintain all applicable licenses, permits and approvals for the use of the Services required by any governmental agency, foreign or domestic, having jurisdiction over the transaction.
Except as specifically included with the Services, you are responsible for the installation, operation, and maintenance of all hardware, software, equipment, and services (including internet access) necessary to access and utilize the Services (“Third Party Products”), and ensuring they are kept current. We do not assume responsibility for the transmission or reception of information through such Third Party Products. If any Third Party Product disrupts your use of the Services, you remain liable for payment of Fees. Should we inform you that a Third Party Product is causing or likely to cause issues with the Services, you must resolve the issue or switch to an alternative Third Party Product. We may suspend provision of Services until the issue is rectified. Upon your request, we may assist in resolving technical difficulties related to Third Party Products at our prevailing rates. If Service changes render Third Party Products obsolete, necessitate modification, alteration, or affect their performance, you are responsible for making necessary adjustments or replacements, not us.
The Services are not intended for use in life support, life-sustaining, nuclear, or other critical applications where Service failure could lead to personal injury, loss of life, or significant property damage. You affirm that you will not use the Services in such applications and agree that we bear no liability, in part or in whole, for any claims or damages arising from such use.
Except for hosting Services provided by our data center, the Services are hosted in the United States, and we make no representation that the Services are suitable or accessible for use outside the United States. Accessing or using the Services from territories where they are prohibited is strictly forbidden. If you choose to use the Services outside the United States, you do so at your own initiative and are responsible for compliance with local laws, including regulations governing the export of technical data from the United States or your country of residence.

5. WARRANTIES AND DISCLAIMERS
Each party affirms, warrants, and agrees that: (a) If it is an organization, it is duly formed, validly existing, and in good standing under the laws of its formation state and any jurisdiction where failure to maintain good standing would materially affect its business or ability to fulfill obligations under this Agreement. (b) It possesses all requisite power and authority to enter into this Agreement and each Order, and to perform all obligations herein. The execution of this Agreement and each Order, as well as the consummation of transactions outlined therein, have been duly authorized through proper actions. (c) This Agreement constitutes a legally binding obligation enforceable against the party according to its terms. (d) It will adhere to all laws in connection with this Agreement. We bear no responsibility for the security, loss, intrusion, or unauthorized access to stored data, nor for any loss or damage resulting from your actions, omissions, or failure to comply with this Agreement. ALL PRODUCTS AND SERVICES PROVIDED BY US ARE OFFERED “AS IS,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER APPLIES TO ALL SERVICES PROVIDED UNDER OR DESCRIBED IN THIS AGREEMENT, AND TO ANY OTHER MATTER, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED AND DISCLAIMED.

6. IDEMNIFICATION
You agree to ShoperHosting, its officers, directors, employees, and affiliates harmless from any claims, damages, or expenses arising from your use of our Services.

7. LIMITATIONS OF LIABILITY
Neither party, nor any of its affiliates, employees, contractors, or suppliers, shall be liable to the other party or any third party for any incidental, consequential, special, indirect, or punitive damages, including but not limited to lost profits, lost revenues, and loss of business opportunity, arising out of or in connection with this Agreement or the Services, regardless of the theory of liability (including, without limitation, strict liability or negligence), even if advised of the possibility of such damages. In no event shall we be liable for damages related to any third party product or service. We are not liable to you for claims or damages arising from:
(a) Your fault, negligence, or breach of this Agreement; (b) Claims against you by any other party; (c) Any act or omission of any other party; (d) Equipment or services provided by a third party; or (e) Your content.

8. TERM AND TERMINATION:
This Agreement will remain in effect until the expiration or termination of the last Order, unless terminated earlier as outlined below. Each individual Service term begins on the Order date and continues for the specified period (the “Initial Term”), unless terminated sooner as specified. Afterward, the Order will automatically renew, and your chosen payment method will be charged for the specified renewal period, or on a month-to-month basis at the current rates if no specific term is stated (the “Renewal Term” together with the Initial Term, the “Service Term”), unless either party provides written notice of non-renewal at least thirty (30) days before the current Term ends.
Either party may terminate this Agreement or any Order upon written notice to the other party under the following conditions: (a) The other party defaults in material obligations under this Agreement, and the default persists for thirty (30) days after receiving written notice specifying the breach, or ten (10) days for nonpayment of Fees. (b) The other party ceases normal business operations, admits insolvency, makes an assignment for creditors’ benefit, or becomes subject to bankruptcy, receivership, or reorganization proceedings (“Bankruptcy Proceedings”), with no cure period applicable to Bankruptcy Proceedings.
You have the right to terminate any Order at any time with thirty (30) days’ written notice, subject to paying early termination charges as specified below. Termination takes effect within thirty (30) days of receipt of your notice.
If a Regulatory Requirement issued by the FCC, state public utilities commission, or court affects material terms of this Agreement, the parties must modify this Agreement as mutually agreed within thirty (30) days after the Regulatory Requirement takes effect. If no agreement is reached, either party may terminate the affected portion of this Agreement or the entire Agreement with no further obligation, and you won’t owe an early termination charge.
If Services are canceled or terminated before the Service Term ends for any reason other than your termination for cause, you must pay an early termination charge, including: (a) For flat-rated Services: 100% of monthly recurring charges multiplied by remaining months. (b) For prepaid Services: 100% of prepaid amount. (c) Any non-recurring fees from third-party suppliers (including Third Party Equipment Manufacturers) due to cancellation. (d) Any outstanding invoices.
Payment is due within sixty (60) days of termination. Failure to cure defaults within specified periods may lead us to: (a) Cease accepting or processing Orders or suspend Services. (b) Stop providing information and reports. (c) Draw on any payment assurance or security deposit. (d) Pursue other legal remedies.
We may suspend some or all Services without liability if: (i) Services are used or will likely be used in breach. (ii) You fail to cooperate in investigating a breach. (iii) Services are accessed without consent. (iv) Suspension is necessary to protect our network or services.
We’ll make reasonable efforts to notify and allow you to remedy breaches before suspension, unless immediate action is necessary. Suspended Services remain billable during suspension, and access may be restricted or data deleted. After fifteen (15) days without cure, suspension may be treated as termination for cause. Upon termination, unused Service credits or referral credits are forfeited.

9. PRIVACY AND SECURITY
Your use of the Services is governed by our Privacy Policy, which can be found at https://shoperhosting.com/privacy-policy/. By using the Services, you acknowledge that you have reviewed and understand the Privacy Policy. You consent to the use of any personal information you provide in accordance with the terms outlined in the Privacy Policy and for the purposes specified therein.
You are solely responsible for maintaining the security of your online access to the Services, including your account and login credentials. It is your responsibility to take precautions to safeguard the confidentiality of your password and other login information. You agree not to share your password or login information with any other individual or entity.
If you suspect unauthorized use of your password, login information, or any unauthorized activity on your account, you must notify us immediately. You are responsible for all activities conducted using your account information and for any charges or fees incurred through the use of your account information, even if you claim the use was unauthorized. We may assume that any communications or instructions received through electronic systems and placed under your account or password were placed or authorized by you.

Changes to Terms and Conditions:
We may update Terms and Conditions periodically, so we encourage you to check it regularly.

If you have any questions or concerns regarding these Terms of Use, please contact us at support@Shoperpro.com.