These terms of service (this "Agreement") is a binding contract between you ("Customer," "you," or "your") and Shop Doctors, LLC. ("Shop Doctors," "we," or "us"). This Agreement governs your access to and use of the products and services provided by Shop Doctors under this Agreement (the “Services”) that are detailed on Shop Doctors’ website available at www.theShopDoctors.com (the “Site”).

This Agreement takes effect when you register for an account (“Account”) with one of our apps or by accessing or using the Services. By registering for an Account or by accessing or using the Services you (a) acknowledge that you have read and understand this Agreement; (b) represent and warrant that you have the right, power, and authority to enter into this Agreement and, if entering into this Agreement for an organization, that you have the legal authority to bind that organization; and (c) accept this Agreement and agree that you are legally bound by its terms.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Access and Use

1. Provision of Access. Subject to the terms and conditions of this Agreement, Shop Doctors hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. "Authorized User" means Customer and Customer's employees, consultants, and contractors (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
   
   
2. Use Restrictions. You shall not, and shall not permit any Authorized Users to use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or any software component of the Services, rein whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services ; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
   
   
3. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Shop Doctors may monitor Customer's use of the Services and collect and compile data and information related to Customer's use of the Services to be used by Shop Doctors in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between Shop Doctors and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Shop Doctors. You acknowledge that Shop Doctors may compile Aggregated Statistics based on Customer Data (as defined in Section 2(a)) input into the Services. You agree that Shop Doctors may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.
   
   
4. Reservation of Rights. Shop Doctors reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Shop Doctors IP. "Shop Doctors IP" means the Services and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Shop Doctors IP includes Aggregated Statistics and any information, data, or other content derived from Shop Doctors’ monitoring of Customer's access to or use of the Services, but does not include Customer Data.
   
   
5. Suspension. Notwithstanding anything to the contrary in this Agreement, Shop Doctors may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the Services if: (i) Shop Doctors reasonably determines that (A) there is a threat or attack on any of the Shop Doctors IP; (B) Customer's or any other Authorized User's use of the Shop Doctors IP disrupts or poses a security risk to the Shop Doctors IP or to any other customer or vendor of Shop Doctors; (C) Customer or any other Authorized User is using the Shop Doctors IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Shop Doctors’ provision of the Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Shop Doctors has suspended or terminated Shop Doctors’ access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 3 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Shop Doctors shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Shop Doctors shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Shop Doctors will have no liability for any damage, liabilities, losses (including any loss of profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
   
   

2. Customer Responsibilities

1. Customer Data. “Customer Data” is information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services (e.g. reviews, mentions and other contributions). You are solely responsible for your Customer Data. You assume all risks associated with use of your Customer Data, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your Customer Data that personally identifies you or any third party. You hereby represent and warrant that your Customer Data does not violate our Acceptable Use Policy (defined below). You may not represent or imply to others that your Customer Data is in any way provided, sponsored or endorsed by Shop Doctors. Because you alone are responsible for your Customer Data, you may expose yourself to liability if, for example, your Customer Data violates the Acceptable Use Policy. Shop Doctors is not obligated to backup any Customer Data, and your Customer Data may be deleted at any time without prior notice.
   
   

3. Acceptable Use Policy

1. The following terms constitute our “Acceptable Use Policy”:
   
   
   
1. You agree not to use the Services to collect, upload, transmit, display, or distribute any Customer Data (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
2. In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
3. You agree you will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on www.theshopdoctors.com Terms of Service from time to time.

2. Enforcement. We reserve the right (but have no obligation) to review any Customer Data, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person. Such action may include removing or modifying your Customer Data, terminating your Account in accordance with Section 10, and/or reporting you to law enforcement authorities.
   
   
3. Account Use. You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.
   
   
4. Customer Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Services are in compliance with the Acceptable Use Policy.
   
   
5. License. You hereby grant to Shop Doctors a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Shop Doctors to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data and any Authorized User's use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.
   
   
6. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
   
   
7. Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. "Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.
   
   

4. Fees and Payment

Customer shall pay Shop Doctors the fees without offset or deduction. If Customer fails to make any payment when due, without limiting Shop Doctors’ other rights and remedies, Shop Doctors may suspend, in accordance with Section 1(e), Customer's and all other Authorized Users' access to any portion or all of the Services until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Shop Doctors’ income.

5. Confidential Information

From time to time during the Term, Shop Doctors may disclose or make available to you information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) rightfully obtained by you on a non-confidential basis from a third party; or (c) independently developed by you. You shall not disclose the Confidential Information to any person or entity, except to your employees, consultants, or contractors who have a need to know the Confidential Information for you to exercise your rights or perform your obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, you may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided you shall first gave written notice to Shop Doctors and made a reasonable effort to obtain a protective order; or (ii) to establish your rights under this Agreement, including to make required court filings. Your obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to you and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

6. Privacy Policy

Shop Doctors complies with its privacy policy available at www.theShopDoctors.com ("Privacy Policy"), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

7. Intellectual Property Ownership; Feedback

As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

8. Disclaimer

Warranty Disclaimer. THE SERVICES ARE PROVIDED "AS IS" AND Shop Doctors SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. Shop Doctors SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Shop Doctors MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

9. Indemnification

Customer shall indemnify, hold harmless, and, at Shop Doctors’ option, defend Shop Doctors and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees ("Losses"), incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property or data privacy rights; or (ii) based on Customer's or any Authorized User's negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against Shop Doctors unless Shop Doctors consents to such settlement, and further provided that Shop Doctors will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

10. Limitations of Liability

IN NO EVENT WILL Shop Doctors BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER Shop Doctors WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL Shop Doctors’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO Shop Doctors UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Term and Termination

Subject to this Section, this Agreement will remain in full force and effect while you use the Services. You may terminate your use of the Services at any time for any reason by uninstalling our app through your Shopify admin panel. We may also suspend or terminate your rights to use the Services at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement. The termination of this Agreement will not affect your obligation to pay all Fees that may have become due before such termination, or entitle you to any refund. Upon termination, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of Customer Data from our live databases. We will not have any liability whatsoever to you for any termination of your rights under this Agreement, including for termination of your Account or deletion of Customer Data. This Section 10, Sections 3, 4, 8, 9, 12, and 13, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.

12. Modifications

You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement, and that modified terms become effective on posting. You are responsible for reviewing and becoming familiar with any modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.

13. Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Texas in the United States without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas in the United States. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration. The seat of the arbitration shall be Texas. The language of the arbitration shall be English.

14. Miscellaneous

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to the address in Section 14 by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder. You agree that we may identify you as a customer on our website and marketing materials. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and any terms or conditions set forth in Shop Doctors’ Privacy Policy, the terms and conditions set forth in this Agreement shall prevail.

15. Contact Information:

Shop Doctors, LLC
contact@theshopdoctors.com

12333 Sowden Rd Ste B

PMB 61824

Houston, Texas 77080-2059