Please read our Terms of Use carefully. By using https://shopkeeper.com or signing up for an account, you're agreeing to these Terms. This is a legal agreement.
Shopkeeper ("Shopkeeper" or the "Service") is a monitoring service for merchants offered through the URL https://www.shopkeeper.com ("Website") that is used to display listing information. Shopkeeper is owned and operated by AMZPING Inc, a Florida corporation ("Shopkeeper," “the Company,” "we," or "us"). Shopkeeper has officers, employees, independent contractors, and representatives ("our Team"). As a customer of the Service or a representative of an entity that is a customer of the Service, you're a "Member" according to this agreement (or "you"). You agree that:
1. Use of Service. Your use of Shopkeeper's Service is based on the license of Shopkeeper's Intellectual property to you. We grant you a limited, non-transferable license to use Shopkeeper's Intellectual Property in accordance with the terms of this agreement, as long as you are a Member. Shopkeeper reserves all rights in the Intellectual Property not expressly granted to you.
2. Account. If you choose to use Our Service, you represent that you have full power, capacity and authority to accept these Terms. You affirm that you are at least 13 years of age, or an emancipated minor, or possess legal parental or guardian consent, and to abide by and comply with these Terms of Service.
You must be a human to open an account. Accounts registered by "bots" or other automated methods are not permitted. You must personally and manually create your account without using any automated means; except the auto-complete feature in your website browser. A Third Party may not create an account for you and you must not allow any Third Party to use your information to create an account. You must provide your legal full name, valid email address, and any other information we request to complete your account-signup process. You are responsible for maintaining the security of your account and password. We will not be liable for any loss or damage from your failure to comply with this security obligation. The purchase, sale, assignment or transfer of any accounts is prohibited and you are responsible for your own conduct and activities on, through or related to Our Service. If you create an account to use Our Service, You are responsible for all conduct or activities on, through or by use of your You must immediately notify us of any unauthorized use of your account.
3. Termination. We or You may terminate this Agreement at any time by giving Notice to the other party. We may suspend our Service to you at any time, with or without cause. Only if we terminate your account without cause, will we refund you a pro-rated portion of any plan prepayment. If your account is terminated, we may permanently delete your account and all the data associated with it from our Website. If you don't log in to your account for 12 or more months, we may treat your account as "inactive" and permanently delete the account and all the data associated with it.
4. Account Dispute. We consider the person or business entity in whose name the account is registered in to be the owner.
5. Pricing. Our charges related to our Services are posted on our Website at https://Shopkeeper.com and may be changed from time to time.
6. Payments. As long as you're a member and/or have an outstanding balance with us, you agree to provide us with a valid payment source and authorize us to deduct the monthly charges against that payment source. You agree to replace the information for any payment source that expires with information for a different valid payment source. You represent and warrant that you are duly authorized to use that payment source, and that any and all charges may be billed to that payment source and won't be rejected. If, for some reason, we're unable to process your payment, we'll try to contact you by email so you may provide us with an alternate payment source. Payment sources include credit cards, PayPal, ACH payments or any other means which the Company deems acceptable. Failure to perform payment shall be considered as a material breach of this Agreement.
7. Automatic Renewal. Paid memberships are subscriptions which commence at the end of any free services or free trial periods offered by the Company. After your initial subscription commitment period, and again after any subsequent subscription period, your subscription will automatically renew for an additional equivalent period, at the price you agreed to when subscribing or in accordance with Shopkeeper’s then-current pricing structure. You agree that your account will be subject to this automatic renewal feature. If you do not wish your account to renew automatically, or if you want to change or terminate your subscription, please log in and go to the “Account & Billing” page in the Settings section, easily accessible and visible on any and all pages from the main navigation menu when you log in, and opt out of automatic renewal of your purchase by canceling. Cancellation online requires one simple click, is immediate and automatic, and assures that you will not be charged again under any circumstance once you cancel online. Alternatively, you may contact the Company in writing via email or chat support to ask the Company to cancel on your behalf, in which case your cancellation will always be processed within 24 hours of your written request. You won't be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.
If you opt out of automatic renewal after your purchase, or elect to terminate your purchase at any time via the simple cancellation button on the “Account & Billing” page, you forfeit the remaining time on your subscription and confirm that no further data will be retrieved, stored and/or made available by Shopkeeper on your account effective immediately. Your subscription will not be renewed after your then-current term expires.
If you contact the Company in writing via email or chat support to ask that Shopkeeper cancel on your behalf, you may not continue to use your subscription in order to avoid confusion about whether the cancellation you requested has taken effect.
In the event that your sales volume increases and results in your qualifying for a higher subscription tier during the course of an ongoing monthly or annual subscription term, it is hereby acknowledged and agreed that a pro-rata adjustment in pricing shall be charged to your payment method. The pro-rata charge shall be determined by the difference in the monthly or annual fees between the original subscription tier and the upgraded tier. The upcharge will be proportionally distributed across the remaining term of the subscription, ensuring that you are billed at the rate corresponding to the higher tier for the remainder of the subscription period. This modification will be automatically applied to when your sales volume crosses the relevant threshold. You acknowledge and accept that such adjustments are an integral part of the subscription terms and conditions. The pro-rata charge is non-refundable and any subsequent cancellation or termination of the subscription, whether initiated by the subscriber or the Company, shall not result in a prorated refund of the upcharged portion for the then-current subscription period.
In the event that any attempt to charge you for the services in accordance with this agreement proves unsuccessful due to an expired payment method, for example, or due a failure on the Company’s part to initiate the charge, it is hereby expressly clarified that the failure to process such payment does not absolve you of your financial obligation. The Company reserves the unqualified right to reinitiate and execute any outstanding or pending charges at its discretion, without prejudice to the original payment terms or the accrued obligation. The temporal aspect of charge execution may be exercised at any point deemed suitable by the Company, and the right to pursue such charges is perpetual, with no temporal limitations imposed by the initial transaction failure.
The Company reserves the right to update the pricing structure for subscription tiers, and any changes will be reflected in accordance with the terms outlined herein. Your continued use of the subscription service following a tier change implies your acceptance of the pro-rata upcharge and other associated terms outlined in this section.
8. Reaffirmation of Authorization. Your non-cancellation and/or continued use of the paid memberships reaffirms that the Company is authorized to charge the credit card information provided. Company may submit those charges for payment and you will be responsible for such charges. This does not waive Company's right to seek payment directly from You. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when You initially subscribed to the paid memberships.
9. Termination of Services for Non-Payment or Violation of Terms. Where payment is required for a paid membership and we are unable to charge your credit card for any reason, we may discontinue any and all Services provided to paid membership accounts to You either temporarily or permanently, or allow You to continue using the Services on a free or no-charge basis based on then-current offerings by Company. Company reserves the right to immediately terminate Your account if you use multiple trial accounts or otherwise violate these Terms of Use without refund.
10a. Cancellation of Services & No Refund Policy. To cancel online, go to the “Account & Billing” page in the Settings section, easily accessible and visible on any and all pages from the main navigation menu when you log in, and click the cancel button. Cancellation is easy, immediate and automatic and you will not be charged again under any circumstance once you cancel. Your cancellation will also be tracked and recorded automatically. Alternatively, you may contact the Company in writing via email or chat support to ask the Company to cancel on your behalf, in which case your cancellation will always be processed within 24 hours of your written request. All payments for paid memberships are non-refundable. If you cancel your account, you will not be eligible for a prorated refund of any portion of the unused paid services. Where billing for a service is recurring on a monthly, yearly or other periodic basis, the unused portion of the current service period will not be refunded. Paid memberships cannot be transferred to any other account.
10b. Difference between Cancellation and Disconnection. You may disconnecting Shopkeeper from your Amazon Seller Central or any other third party platform at any time. Disconnecting is not cancelling. To cancel you must follow the steps indicated above. If you contact us in writing via email or chat support to ask about disconnecting, the Company will provide you with instructions for disconnecting and will not cancel your service since that is not what you requested. Furthermore, if your request is ambiguous, the Company will not take any action to your account unless/until you clarify your request.
11. Mutual Non-Disparagement Covenant. You agree that you will not, at any time, make directly or indirectly, any oral or written public statements that are disparaging of us, our products or services, and any of our present or former Team. We (limited to its officers and directors) agree that we will not, at any time, make, directly or indirectly, any oral or written public statements that are disparaging of you. Disparagement shall be defined as any oral or written public statements that impugn the qualities, character, honesty, integrity, morality, business acumen or abilities of the subject matter. The Parties acknowledge and agree that it would be difficult or impossible to determine with absulute precision the amount of damages that would or might be incurred as a result of a party's violation of this covenant. The Parties agree that the liquidated damages in the amount of $5,000 per violation provided under this Contract are in lieu of actual damages and are the Parties' reasonable estimates of fair compensation for the Losses that may reasonably be incurred by each violation of this covenant.
12. Changes. We may change the terms of this Agreement or our pricing at any time by posting the changes to this Website or notifying you by email.
13. Privacy Policy. Shopkeeper may use and disclose your information according to our Privacy Policy. Our Privacy Policy https://www.shopkeeper.com/privacy is incorporated into these Terms of Service.
14. Member Warranties. You promise not to (i) send unsolicited bulk mail (SPAM) or other communications, (ii) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, (iii) send or transmit pornography or other sexually explicit communications, communications offering to sell illegal goods or services, communications that violate CAN-SPAM Laws, or marketing or commercial communications without permission (iv) infringe upon any third party's ownership rights by using any material in your transmissions or uploads that is not owned or licensed by you (this includes text, photos, graphics, and other content), (v) use any misleading or incorrect names, addresses, email addresses, subject lines, photographs, content or other information on the Website or in any communications or transmissions sent using our Service; (vi) breach or circumvent any laws, third party rights or our systems, policies, or determinations of your account status; (vii) use any robot, spider, scraper or other automated means to access our Service for any purpose; (ix) harvest or otherwise collect information about members without their consent; and/or (x) upload or transmit harassing, offensive, obscene, defamatory, threatening, or malicious content or communications.
15. Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, SHOPKEEPER OFFERS THE WEBSITE AND SERVICES AS-IS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE WEBSITE OR ITS SERVICES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE. SHOPKEEPER DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
16. Limitation of Liability. EXCEPT TO THE MINIMUM EXTENT REQUIRED BY APPLICABLE LAW AND THEN ONLY TO THAT EXTENT, IN NO EVENT WILL SHOPKEEPER, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES OR AGENTS (the "SHOPKEEPER TEAM") BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE WEBSITE OR SERVICES (OR THE TERMINATION THEREOF FOR ANY REASON), EVEN IF THE SHOPKEEPER TEAM HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ALL CLAIMS MADE ABOUT THE SERVICE IN ANY MONTH WILL BE NO MORE THAN WHAT YOU PAID US THE MONTH BEFORE.
17. Indemnification for Breach of Terms of Use. You agree to indemnify and hold harmless the Shopkeeper Team from and against any and all loss, expenses, damages, and costs, including without limitation reasonable attorneys fees, resulting, whether directly or indirectly, from your violation of the Terms of this Website. You also agree to indemnify and hold harmless the Shopkeeper Team from and against any and all claims brought by third parties arising out of the your use of the Website or Services and the Content You make available via the Website or Services by any means, including without limitation through an emailing, posting, a link, reference to Content, or otherwise, whether by You or a third party using Your password.
18. Attorneys. In the event we prevail in any action against you arising out of or relating to this Agreement, We shall be entitled to recover damages, other relief we may be awarded, its costs and expenses, including reasonable attorneys fees, incurred in connection with such action.
19. Subpoena Costs. If we have to provide information in response to a subpoena related to your account, then we may charge you for our costs. These costs may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.
20. Intellectual Property
Ours: The Shopkeeper Website. its original Content, features, functionality (including look), and Service Content ("Intellectual Property") are owned by Shopkeeper and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You agree to not copy, modify, create derivative works of, publicly display, publicly perform, or republish any of our copyrighted The term "Content" includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, adwords, and interactive features generated, provided, or otherwise made accessible on or through Shopkeeper.
Yours. You represent and warrant that you either own or have permission to use all of the material you upload to or transmit using Shopkeeper. You retain ownership of the materials you upload to, or transmit using the Service. You grant us a non-exclusive worldwide license to use or disclose your materials subject to our Privacy Policy.
21. Compliance with Law. You represent and warrant that your use and interaction with Shopkeeper is in compliance with all national, federal, state, and local laws, ordinances and regulations. If you are located in a country outside the United States it is your responsibility to determine that you are in compliance with the laws of that country. You agree to indemnify and hold us harmless from any losses, including attorney fees that result from your breach of any part of these warranties.
22. Force Majeure. We shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond our reasonable contrul, including but not limited to acts of God, war, hackers, third party internet providers, government orders, power failures, nuclear destruction, Armageddon or any other force majeure event.
23. Severability. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
24. Survival. Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.
25. Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
26. Waiver. Our failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.
27. Amendment. This Agreement will only be amended by our posting new terms on this Website. These new terms will then be incorporated into the existing Agreement. If there is a conflict between the existing terms and the new terms, the new terms shall contrul.
28. Assignment. You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.
29. Disclaimer. In no event will the Company be responsible for the actions of any third party. Third parties may include but are not limited to advertisers, linked websites or other members.
30. Notice. All notices to You will be effective when We send it to the last email you gave us or posted on our Website. Any notice to the Company will be effective when delivered to us at support at shopkeeper dot com or our mailing address: Shopkeeper 5645 Coral Ridge Drive, #293 Coral Springs, FL 33076.
31. Copyright Infringement. If copyrighted content that belongs to you was posted on Shopkeeper without your permission please notify us at at support at shopkeeper dot com or our mailing address: Shopkeeper 5645 Coral Ridge Drive, #293 Coral Springs, FL 33076. Please include in your notice (i) an electronic or physical signature of the copyright owner or someone authorized to act on their behalf, (ii) the name, address, telephone number, and email address of the copyright owner, (iii) identification of the copyrighted work that is being infringed, (iv) identification of where the infringing material is located on our Website (a URL works best), (v) a statement that you have a good faith belief that the use isn't authorized by the copyright owner, its agent or the law, (vi) a statement that the information in your notice is accurate, and (vii) you're authorized to act on behalf of the copyright. This statement must be made under penalty of perjury, meaning if any part of the statement is false, you could be committing perjury - a serious offense that's sometimes even classified as a felony.
Warning: If you knowingly make a false statement in your claim of copyright infringement, then you may be subject to liability for damages and heavy civil penalties. If you're not sure whether material on one of our Websites infringes your copyright, then you should speak with a lawyer before notifying us. We may forward your notice to the user that uploaded the content.
32. Electronic Communications. When you use the Shopkeeper service, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you in a variety of ways, such as by e-mail, text, or by posting notices and messages on this Website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
33. Governing Law and Other Miscellaneous Terms. The validity and effect of these Terms of Use shall be governed by and construed and enforced in accordance with the laws of Florida, without regard to its conflicts or choice of laws principles. The parties agree that breach of the provisions of this Agreement would cause irreparable harm and significant injury to Company which would be both difficult to ascertain and which would not be compensable by damages alone. As such, the parties agree that Company has the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance or other equitable relief without prejudice to any other rights and remedies Company may have. The prevailing party will be entitled to reasonable fees of attorneys, accountants and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled in any action at law or in equity.
34. Entire Agreement. This Agreement together with Our Privacy Policy and any additional terms You have agreed to constitute(s) the entire agreement with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the Parties, written or oral.
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