Legal

Terms of Service

Working template: fill in every item marked [TO COMPLETE], settle every [TO CONFIRM] choice, and have these Terms reviewed by a US-licensed lawyer before launch. Remove this box and all markers once that's done.

These Terms of Service (the "Terms") govern your access to and use of Shopclic and your purchase of Shopclic plans and add-ons. By creating an account, completing a purchase or using the Service, you agree to these Terms.

Please read them carefully. They include automatic renewal terms (Section 5), the conditions of our first-sale guarantee (Section 6), important limits on what we promise (Sections 9, 15 and 16) and an agreement to resolve disputes through individual arbitration, with a class-action waiver (Section 20). [TO CONFIRM WITH COUNSEL]

1. Who we are

The Service is operated by [TO COMPLETE: company legal name], a [TO COMPLETE: entity type, e.g., Wyoming limited liability company] with its registered address at [TO COMPLETE: registered address] ("Shopclic", "we", "us" or "our"). You can reach us at support@shopclic.ai [TO COMPLETE: confirm support email].

"Service" means the shopclic.ai website, the Shopclic web app, and all related features, content and services.

2. Eligibility and your account

By using the Service, you confirm that:

• you are at least 18 years old, or the age of majority where you live if that is higher, and able to enter into a binding contract;
• you are not located in, or ordinarily resident in, a country or region subject to comprehensive US sanctions or embargoes; and
• you are not listed on, or owned or controlled by someone listed on, any US government list of prohibited or restricted parties, including the Specially Designated Nationals and Blocked Persons List maintained by the US Treasury Department's Office of Foreign Assets Control (OFAC).

You agree not to use, export or re-export the Service in violation of US sanctions or export control laws. The Service is designed for people in the United States. [TO CONFIRM: other countries where you sell]

Your account. Give accurate information when you sign up and keep it up to date. Keep your login details secure: you are responsible for all activity under your account, so tell us right away if you think someone has accessed it without permission. Accounts are personal, one per person: don't share, sell or transfer yours.

3. The Service

Shopclic is software, with educational content, that helps beginners plan and launch an online store. Depending on your plan, the Service includes:

• a quiz that recommends products we call "winning products" (see Section 9);
• AI-generated store briefs and prompts, product visuals and short video ads;
• a 30-day launch plan, a rule-based assistant and an optional AI agent.

Shopclic is a tool, not a business partner. We don't open, host or run your store, buy or ship products, publish your ads or find customers for you, and we don't guarantee any sales, income or profit. [TO CONFIRM: that this matches how the product works and is marketed] You decide whether and how to use what the Service suggests. Nothing in the Service is legal, tax, financial or investment advice.

4. Plans, prices and payment

The features, quotas and price of each option are shown on the pricing and checkout screens before you pay. We currently offer:

• Monthly plan: a subscription billed every month until you cancel.
• 3-month plan: a subscription billed every 3 months until you cancel.
• 12-month plan: a subscription billed every 12 months until you cancel. A one-time offer may let you get the 12-month plan at a special price, which then renews at that same price each year until you cancel.
• One-time add-ons: video ad packs, AI image packs, extra store slots and a launch plan, each for a single payment.
• AI agent add-on: an optional subscription billed every month until you cancel.

Payment through Whop. Payments are processed by Whop (whop.com), a third-party payment platform that acts as merchant of record for card-network and payment-settlement purposes. Your payment is also subject to Whop's Terms of Service and Privacy Policy. We remain responsible for the Service itself, including refunds and customer support, so please contact us, not Whop, about your purchase. The charge appears on your statement as WHOP*SHOPCLIC.

Prices and taxes. Prices are in US dollars and are those displayed when you order. Unless stated otherwise, they don't include taxes: applicable sales tax is calculated and collected at checkout, where applicable by Whop. [TO CONFIRM: whether Whop's tax service collects and remits sales tax for you]

Discounts and offers. Introductory and limited-time discounts apply only as described at checkout. Unless checkout says otherwise, a discount on a subscription applies to every renewal: you keep the price you signed up at for as long as that subscription stays active. Promotions can't be combined unless stated. When we show a regular or crossed-out price, it is a price at which that plan is genuinely offered. [TO CONFIRM WITH COUNSEL: reference prices and countdown offers must reflect real, regularly charged prices] Optional extras offered at checkout or right after a purchase are charged only if you actively select them.

Switching to the 12-month plan. If you switch to the 12-month plan while you have another active subscription, we stop that subscription from renewing, so you're never billed twice. The 12-month plan starts right away. [TO CONFIRM: whether the unused part of the previous period is credited]

Failed payments. If a payment fails, Whop may retry it, and we may suspend access to paid features, after notifying you, until the payment goes through.

5. Automatic renewal and cancellation

The monthly plan, the 3-month plan, the 12-month plan and the AI agent add-on renew automatically at the end of each billing period, for the same length of time, until you cancel. By subscribing, you authorize us, through Whop, to charge the payment method you used at checkout the renewal price shown at checkout, plus any applicable tax, at the start of each new period.

• Cancel anytime, online. Cancel in a few clicks from your account (Workspace → Subscription → Cancel my subscription) or from your Whop account. You don't need to call or write to us, but you can also cancel by emailing support@shopclic.ai.
• Cancellation takes effect at the end of the current billing period. You keep access until then and won't be charged again. The current period isn't prorated: a refund for it is available only as described in our Refund Policy (including the first-sale guarantee) or where the law requires.
• Confirmations. After you subscribe, we email you a confirmation with your renewal terms and how to cancel. We also confirm cancellations by email.
• Price changes. We may change subscription prices with at least 30 days' notice by email. The new price applies from your first billing period after the notice period, and you can cancel before it takes effect. [TO CONFIRM WITH COUNSEL: notice period; some state auto-renewal laws require notice within a specific window before the change]

6. Refunds and the first-sale guarantee

Our Refund Policy is part of these Terms. In short:

• 14-day first-sale guarantee: if you follow the Shopclic method for 14 days after your payment and your store makes no sale, you can get a full refund of your plan, under the conditions set out in the Refund Policy.
• The guarantee is a refund promise. It is not a promise that you will make sales or money.
• Add-ons you have already used (for example, video ads or images already generated from a pack, or a store slot already filled) are non-refundable. Unused add-ons are handled as described in the Refund Policy.
• Costs you pay to others, such as your store platform subscription, ads, samples or domain name, are not refunded by us.
• Please contact us before disputing a charge with your bank. Chargebacks are covered in the Refund Policy.

7. Credits, quotas and fair use

• Plan quotas. Some plans include a set number of generations per billing period, such as video ads or AI images. Quotas are tied to the billing period and don't carry over to the next one unless stated otherwise.
• Packs. Add-on packs give you an extra number of generations, shown at purchase. [TO CONFIRM: e.g., pack credits don't expire while your account is active]
• No cash value. Credits, quotas and store slots have no cash value, can't be transferred or resold, and can only be used in the Service.
• Fair use of "unlimited" features. Where a plan includes unlimited use of a feature, it is meant for normal use by one person building their own stores. We may apply reasonable rate limits, and limit or pause use that is automated, abusive, shared between several people or meant for resale, to keep the Service working for everyone. [TO CONFIRM: any numeric limit, such as a daily image cap, must be stated here and next to every "unlimited" claim]

8. AI features and generated content

The Service uses artificial intelligence from third-party providers (listed in our Privacy Policy) and rule-based tools to generate store briefs and prompts, product visuals, video ads, plans and assistant answers ("Outputs").

• Your Outputs. As between you and us, you own the Outputs generated for you and may use them for your own business. AI-generated content may not be protected by copyright, and similar Outputs may be generated for other users.
• Review before you use. Outputs can be inaccurate, incomplete, generic or similar to existing content. Check them before you publish or rely on them.
• Accurate product images. If you use AI visuals or videos in your store or ads, make sure they accurately show the product your customers will receive.
• No fake customers. Don't present AI-generated images, videos or text as real customer photos, reviews or testimonials, or as real results.
• Your claims are your responsibility. Don't use Outputs to make false or unsupported claims, including health, safety, environmental, "Made in USA" or earnings claims.
• Respect others' rights. Make sure your Outputs don't use other people's brands, logos, copyrighted works or likeness without permission.
• Platform rules. Follow the rules of the platforms where you publish, including any requirement to label AI-generated content.
• Your inputs. You are responsible for what you type or upload. Don't include other people's personal information or confidential information.
• License to run the Service. You keep your rights in your inputs and Outputs, and you grant us a worldwide, non-exclusive, royalty-free license to host, reproduce and process them to provide and secure the Service, and to produce statistics and improve the Service, including in aggregated and de-identified form. We won't use your name, store or results in our marketing without your permission.
• Assistant and AI agent. The assistant and the AI agent give general information. They can be wrong and don't replace professional advice.

9. Your store is your business

• You choose, create and run your own store, on a third-party platform such as Shopify or on your own website. You are the seller to your customers.
• You are responsible for your products (sourcing, quality, safety, labeling, shipping, returns and customer service), your suppliers, your ads, your store's own terms and privacy policy, your taxes, import duties and business licenses, and for following the laws and platform rules that apply to your business, including consumer protection, advertising, product safety, privacy and intellectual property laws.
• "Winning products" are suggestions, not guarantees. We select them using criteria such as trends, estimated margins and ease of marketing [TO CONFIRM: actual selection criteria]. We don't guarantee demand, supplier reliability, product quality or safety, that a product can be sold legally where you are, or that it doesn't infringe someone else's rights. Do your own checks before you sell.
• No guarantee of results. We don't guarantee any commercial outcome, such as sales, revenue, profit or ad performance. Projections, scores and "potential" amounts shown in the app are estimates from a model, not promises, and examples, testimonials and simulators are illustrative. Please read our Earnings Disclaimer.

10. Third-party platforms and affiliate links

• The Service works alongside platforms we don't control, such as Shopify, Whop, Meta, TikTok, OpenAI, AI assistants you may paste our prompts into, and product suppliers. Their own terms, fees and privacy policies apply.
• These platforms change constantly (features, limits, policies and APIs). We may have to suspend, change or remove a feature to adapt, and we don't guarantee that integrations or links to them will keep working.
• To the extent permitted by law, we are not responsible for these platforms' services or decisions, such as an ad rejection, an ad account restriction, a store suspension or a payment hold.
• Affiliate links. Some links in the Service, for example to store platforms or payment services, are affiliate links: we may earn a commission if you sign up or buy through them, at no extra cost to you. [TO CONFIRM: list current affiliate partners and label these links in the app]
• Shopclic is an independent service. It is not endorsed or sponsored by Shopify, Meta, TikTok, OpenAI or Whop, whose names are trademarks of their respective owners.

11. Acceptable use

You agree not to:

• break the law, or use the Service to help anyone else do so;
• sell or promote illegal, counterfeit, unsafe, recalled or restricted products;
• create deceptive content, such as fake reviews or testimonials, fake scarcity or misleading claims;
• generate content that sexualizes minors, or that is hateful, harassing, violent, defamatory or infringes someone's rights;
• copy, scrape, resell or redistribute the Service or its content, or use it to build a competing product;
• share your account, or use bots, scripts or other automated means to access the Service or generate content;
• get around quotas, paywalls, security measures or technical limits;
• interfere with the Service or upload malware;
• abuse the guarantee or refund process, for example with false information or several accounts.

Breaking these rules may lead to suspension or termination (Section 18).

12. License and intellectual property

• The Service, including its software, design, text, product database, plans, templates and brand, belongs to us or our licensors and is protected by law.
• For as long as you have access to a plan, we give you a personal, limited, non-exclusive, non-transferable and revocable license to use the Service for your own business. You can use your Outputs and the plans and briefs generated for you in your own stores, but you may not resell, sublicense, rent or publish the Service or its content (for example, the product database, plans or templates) as your own product or course, or decompile it except where the law allows.
• If you send us feedback or ideas, we may use them freely, without any obligation to you.

13. Copyright complaints

If you believe content on the Service infringes your copyright, send a notice to our designated agent at [TO COMPLETE: DMCA agent name, mailing address and email, registered with the US Copyright Office], including the information required by the Digital Millennium Copyright Act (17 U.S.C. 512(c)(3)). We may remove the content and, in appropriate cases, close the accounts of repeat infringers.

14. Privacy

Our Privacy Policy explains what personal information we collect, how we use it and the choices you have.

15. Disclaimers

The Service is provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

In particular, we don't promise that the Service will be uninterrupted or error-free, that Outputs will be accurate, original or right for your needs, that any product will sell, or that you will make money. You use the Service, and anything it suggests, at your own risk.

16. Limitation of liability

To the fullest extent permitted by law: (a) we are not liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, sales, data, goodwill, ad spend, inventory or business opportunities, arising out of or related to the Service or these Terms; and (b) our total liability for all claims related to the Service or these Terms is limited to direct damages and capped at the amounts you paid us in the twelve (12) months before the event giving rise to the claim.

These limits apply to Shopclic and its owners, employees, contractors and agents, whatever the legal theory, even if we were told such damages were possible. Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded.

17. Indemnity

To the extent permitted by law, you agree to defend, indemnify and hold harmless Shopclic and its owners, employees, contractors and agents against claims, losses and expenses (including reasonable attorneys' fees) arising from your store, your products, your ads and other content you publish, your breach of these Terms or of the law, or your infringement of someone else's rights.

18. Suspension and termination

• You can stop using the Service at any time and cancel subscriptions as described in Section 5. [TO CONFIRM: how to delete your account, e.g., in Settings or by email]
• We may suspend or terminate your access, with notice except in urgent cases, if you breach these Terms, don't pay, use the Service in a fraudulent or harmful way (including abusive chargebacks or guarantee claims), or if the law requires it.
• If we close your account without cause, we refund the unused part of any prepaid subscription fees.
• Before your account closes, you can download your Outputs. [TO CONFIRM: download or export options]
• Sections that by their nature should survive termination, such as payment obligations, disclaimers, limitation of liability, indemnity and dispute resolution, will survive.

19. Changes to the Service and to these Terms

• Changes to the Service. We regularly improve the Service and may add, change or remove features. If we remove a core feature of a paid plan you're using, we'll tell you in advance.
• Discontinuation. We may discontinue all or part of the Service with reasonable notice, and with at least [TO CONFIRM: 30] days' notice if we close the Service entirely. Prepaid subscription fees for periods not yet delivered will then be refunded pro rata.
• Changes to these Terms. We may modify these Terms. For material changes, we give at least 15 days' notice by email or in the app. If you keep using the Service after the effective date, you accept the new Terms; if you don't agree, you can cancel before the changes take effect. Changes don't apply to disputes that arose before them.

20. Dispute resolution and arbitration

[TO CONFIRM WITH COUNSEL: this arbitration agreement and class-action waiver are optional. Keep, adapt or remove this section with your lawyer, and align it with Section 21.]

Please read this section carefully. It affects how disputes between you and us are resolved, and it includes a waiver of jury trials and class actions.

1. Talk to us first. Most issues can be solved quickly by email. Before starting arbitration or a court case, the party with a claim must send the other a written notice describing the dispute and the relief requested (you: by email to support@shopclic.ai with the subject "Dispute notice"; us: to the email address on your account). We will both try in good faith to resolve it within 60 days.
2. Binding individual arbitration. If we can't resolve it, any dispute, claim or controversy arising out of or relating to the Service or these Terms will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, instead of in court [TO CONFIRM WITH COUNSEL: AAA or JAMS]. The Federal Arbitration Act governs this section. The arbitrator may award the same individual relief that a court could, but only in favor of the individual party seeking relief. Hearings may take place by video or phone, or in the county where you live. Fees are allocated as set out in the AAA's consumer rules.
3. Exceptions. Either of us may bring an individual claim in small claims court if it qualifies, and either of us may go to court to stop the infringement or misuse of intellectual property rights.
4. Class-action waiver. You and we may bring claims against each other only in an individual capacity, and not as a plaintiff or class member in any class, collective, consolidated or representative proceeding. The arbitrator may not combine more than one person's claims. You and we each waive the right to a jury trial.
5. Mass filings. If 25 or more similar arbitration demands are filed by people represented by, or working with, the same law firm or organization, they will be administered in batches under the AAA's mass-arbitration procedures. [TO CONFIRM WITH COUNSEL]
6. Public injunctive relief. A claim for public injunctive relief that the law doesn't allow to be waived or arbitrated will be decided by a court, after the individual claims have been arbitrated, and the court case will be paused until then.
7. Your right to opt out. You can opt out of this arbitration agreement within 30 days after you first accept these Terms, by emailing support@shopclic.ai with the subject "Arbitration opt-out", your name and your account email. Opting out doesn't affect the rest of these Terms.
8. If part of this section can't be enforced. If the class-action waiver is found unenforceable for a claim, that claim will be decided by a court, not in arbitration. Any other part of this section that is found unenforceable will be removed, and the rest will still apply.
9. Changes to this section. If we make a material change to this section, you can reject it by emailing us within 30 days of the change, and the previous version will continue to apply to you.

21. Governing law and venue

These Terms are governed by the laws of [TO COMPLETE: governing law. Options: the state where the company is organized (e.g., Wyoming for a Wyoming LLC), Delaware, or the state of its principal place of business], without regard to conflict-of-law rules, and by the Federal Arbitration Act for Section 20. Any claim that is not arbitrated will be brought only in the state or federal courts located in [TO COMPLETE: venue, e.g., the county and state of the company's registered office], and you and we consent to their jurisdiction. This does not take away the protection of the mandatory consumer laws of the state where you live.

22. Notice to California users

Under California Civil Code Section 1789.3, California users are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

23. General terms

• Entire agreement. These Terms, together with the Refund Policy, the Earnings Disclaimer and any terms shown at checkout, are the entire agreement between you and us about the Service.
• Electronic communications. You agree that we may send you notices, agreements and other communications electronically, by email or in the app, and that they satisfy any legal requirement to be in writing.
• Honest reviews. Nothing in these Terms prevents you from posting an honest review of Shopclic.
• Events beyond our control. We are not responsible for delays or failures caused by events beyond our reasonable control, such as outages of cloud or third-party providers, decisions of third-party platforms, major cyberattacks, natural disasters or government action.
• Assignment. You may not transfer these Terms without our consent. We may transfer them in connection with a merger, acquisition or sale of assets.
• Severability and waiver. If any part of these Terms is held invalid or unenforceable, the rest stays in force. If we don't enforce a provision right away, we have not waived it.
• Relationship. These Terms don't create a partnership, joint venture, employment or agency relationship between you and us.

24. Contact

[TO COMPLETE: company legal name], [TO COMPLETE: mailing address]. Email: support@shopclic.ai. See also our Contact page.

Effective date: [TO COMPLETE: effective date] — version 1.0