Terms of Service

Shopincx Service Agreement

Last updated: February 22, 2024

At Shopincx, we are dedicated to empowering small and medium-sized businesses in Jamaica by offering e-commerce solutions that expand their customer base and facilitate convenient access to revenue generated through the use of our platform. We specialize in providing user-friendly, omnichannel commerce-enabled SaaS platforms. Our software equips customers with essential functionalities to engage with consumers, streamline operations, facilitate payments, and foster business growth.

Presented below is our Service Agreement (referred to as the "Agreement"), outlining the services offered by Shopincx and its affiliates (referred to collectively as "Shopincx") to you, the customer. By accessing or using our platform, you agree to comply with these terms. Please read them carefully.

1. Subscription to Shopincx Product

1.1 During the Term and in accordance with this Agreement, Customer may access and use the products offered by Shopincx (each a “Product”), which Customer subscribed to, whether by subscription, free trial or promotion, as referenced in the order form, invoice, executed quote, or, for certain self-serve products, via confirmation email from Shopincx (the “Order Form”). Each Product may include updates, cloud-based and support services, applications or documentation. Each of these are subject to the terms of this Agreement as applicable. Customer is responsible for all actions taken under its Shopincx account credentials, regardless of whether such actions are taken by Customer, its employees or a third party. The customer will safeguard all account credentials (including any passwords and payment method details) in its possession or under its control. Shopincx is not liable for any loss or damage arising from any unauthorized use of Customer’s account.

2. Grant of License

2.1 During the Term, the Customer is granted, by our licensor, a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use, and to permit its employees and all other users who access and use the Products on Customer’s behalf (collectively, the “Users”) to access and use, the Products to which Customer has subscribed, on the terms set forth in this Agreement. Customer agrees that all rights, title and interest in and to all the intellectual property rights in the Products, and all modifications, extensions, scripts and other derivative works of the Products provided or developed by Lightspeed, including the Beta Technology, are owned exclusively by Lightspeed or its licensors. All rights not granted to Customer in this Agreement are reserved by our licensor.

3. License Restrictions

3.1 Customer and any Users are prohibited from (and shall not permit any User or third party to): (i) decompile, disassemble, reverse engineer, or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats, or programming or interoperability interfaces of the Products, by any means whatsoever; (ii) distribute viruses or other harmful or malicious computer code via or into the Products; (iii) engage in any conduct that disrupts or impedes a third party’s use and enjoyment of the Products; (iv) remove any product identification, copyright, or other notices from the Products; (v) sell, lease, lend, assign, sublicense, grant access, or otherwise transfer or disclose the Products in whole or in part to any third party; (vi) use the Products for timesharing, service bureau, or hosting purposes or otherwise use, resell, sublicense, distribute, or transfer or allow others to use the Products to or for the benefit of third parties; (vii) modify or incorporate into or with other software or create a derivative work of any part of the Products, unless agreed to in writing by our licensor; (viii) use the output or other information generated by the Products for any purpose other than as contemplated by this Agreement; (ix) use the Products for any use other than Customer’s internal business use; (x) use unauthorized modified versions of the Products, including without limitation, for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Product; or (xi) use the Products in any way that is contrary to applicable local, state/provincial, federal, regional, and foreign laws, including without limitation those relating to fiscal laws and VAT regulations, as well as privacy, data protection, electronic communications, and anti-spam legislation. Shopincx's licensors retains all title to, and except as expressly licensed herein, all rights to the Products, all copies, derivatives, and improvements thereof, and all related materials.

4. Payment & Fees

4.1 Payment Authorization: By subscribing to our services, you authorize Shopincx to automatically charge the subscription fee to the payment method provided by you upon subscription.

4.2 Subscription Fee: The subscription fee is as specified in the subscription plan selected by you. All fees are payable in advance and are non-refundable.

4.3 Payment Currency: All subscription fees are payable in the currency specified by Shopincx which is in USD. You are responsible for any currency conversion fees or charges applied by your financial institution.

4.4 Payment Method: You must provide a valid payment method, such as a credit card or debit card, for payment of the subscription fee. You are responsible for ensuring that the payment method remains valid and up-to-date.

4.5 Late Payment: If payment of the subscription fee is not received by the due date, Shopincx reserves the right to suspend or terminate your access to the services until payment is received.

4.6 Taxes: You are responsible for any applicable taxes, duties, or other governmental charges associated with your subscription.

4.7 Dispute Resolution: If you believe there is a discrepancy or error in the subscription fee charged to you, you must notify Shopincx within thirty (30) days of the charge date. Failure to notify Shopincx within this timeframe will constitute your acceptance of the subscription fee as charged.

5. Subscription Renewal & Changes

5.1 Manual Renewal: We are unable to process automatic renewal at this time and you are responsible for making subscription payments to Shopincx before the end of the subscription period. For monthly plans, you will be charged on the same day of each month. If the billing date is the 29th — 31st, and the billing month does not contain this date, then the billing date will be adjusted to the last day of the current calendar month. Annual plan renewals will be charged on same day of the following year to prepay usage of Product and Services for the next annual service period.

5.2 Subscription Fee Changes: Shopincx reserves the right to change the subscription fee at any time upon providing notice to you. Any changes to the subscription fee will be effective upon the renewal of your subscription.

5.3 Subscription Plan Changes: Should you opt to upgrade or downgrade your subscription from one paid plan ("Old Plan") to another paid plan ("New Plan"), your service will be manually transitioned to the New Plan within 12 hours. Please note that the payment for any unused portion of service from your Old Plan will not be credited toward the price of the New Plan. It is recommended that you switch plans close to your subscription end date to optimize your usage.

6. Account Cancellation & Closure

6.1 Cancellation: Customers can cancel their paid subscriptions to Shopincx at any time by requesting a downgrade to a free plan. The downgrade can be requested via the following mediums:

Instagram: @shopincx
Whatsapp: 1876-844-0329
Email: shopincx@gmail.com

There will be no subsequent charges to their credit card after cancellation.

6.2 Closure: An account may be terminated by selecting the “Close my account” option in the account. Any paid subscription needs to be cancelled before an account can be closed.

7. Changes to Terms

7.1 Changes to Terms: Shopincx reserves the right to modify these Subscription Payment and Fees Terms and Conditions at any time without prior notice. Changes will be effective immediately upon posting on our website. It is your responsibility to review these terms periodically for updates.

8. Feedback

8.1 Customer agrees that any materials it provides to Shopincx, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, modifications, improvements, original or creative materials, or other information regarding Shopincx or the Products, whether such materials are provided in email, feedback forms, or any other format (the “Feedback”), shall belong exclusively to Shopincx, without any requirement to acknowledge or compensate Customer. Customer agrees to assign, and hereby assigns, all right, title, and interest worldwide in the Feedback and the related intellectual property rights to Shopincx and agrees to assist Shopincx, at Shopincx’s expense, in perfecting and enforcing such rights. Shopincx may disclose or use Feedback for any purposes whatsoever without any obligation to Customer.

9.Third Party Services

9.1 Third-Party Services” are products, applications, services, software, networks, systems, directories, websites, databases, and information from third parties, including from Shopincx Payments USA Inc., that one or more Products link to, or which Customer may connect to or enable in conjunction with one or more Products. Customers may decide to enable, access, or use any Third-Party Services (as defined above). Customer agrees that access and use of such Third-Party Services shall be governed solely by the terms and conditions of such Third-Party Services and that Shopincx is not responsible or liable for, and makes no representations or warranties as to any aspect of such Third-Party Services, including, without limitation, their content or data practices (including with regards to Customer Content and Personal Data) or any interaction between Customer and the provider of such Third-Party Services, regardless of whether or not such Third-Party Services are provided by a third party that is a member of a Shopincx partner program or otherwise designated by Shopincx as “certified”, or “approved” by or “integrated” with Shopincx. Any use by Customer of Third-Party Services shall be solely between Customer and the applicable third-party provider. Customer irrevocably waives any claim against Shopincx with respect to such Third-Party Services. Shopincx is not liable for any damage or loss caused or alleged to be caused by or in connection with Customer’s enablement, access, or use of any such Third-Party Services, or Customer’s reliance on the privacy practices, data security processes, or other policies of such Third-Party Services

10. Customer Content, Privacy and Intellectual Property

10.1. “Customer Content” means photos, images, graphics, written content, audio, files, materials, information, or any other data that Customer or its Users input into the Products for processing in connection with this Agreement.

10.2. Customer retains all rights, title, and interest in the Customer Content. Customer grants Shopincx a worldwide, royalty-free, sublicensable, transferable, and non-exclusive license to use, access, copy, reproduce, modify, create derivative works of, publish, communicate, transmit, translate, display, and/or otherwise exploit the Customer Content for the purpose of providing, operating, promoting, or improving the Products.

10.3. Customer may select the personal information (“Personal Data”) it inputs into the Products at its sole discretion; Shopincx has no control over the nature, scope, origin, and/or the means by which Customer acquires Personal Data processed by the Products. Shopincx will comply and will ensure that its personnel comply, with the requirements of applicable privacy laws and regulations governing the Personal Data in Shopincx’s possession or under its control. The customer is solely responsible for ensuring that it complies with any legal, regulatory, or similar restrictions applicable to the types of data the Customer elects to process with the Products. The customer remains responsible for properly handling and processing notices regarding the Personal Data of the Customer’s clients and Users

10.4. The Products grant Customer the ability to independently backup and archive Customer Content. Accordingly, the Customer is responsible for performing regular backups of Customer Content. Nevertheless, Shopincx will regularly perform backups of Customer Content stored in the Products. Shopincx will assist Customers in recovering and restoring Customer Content to the Products to the extent commercially feasible. Customer understands and agrees that Lightspeed is not responsible for any loss or corruption of Customer Content or other software.

10.5. Lightspeed uses and protects Personal Data in accordance with Shopincx’s Privacy Policy.

11. Maintenance Activities and Product Changes

11.1. It may be necessary for Shopincx to perform scheduled and/or unscheduled repairs or maintenance, or remotely patch or upgrade the Product. This may temporarily degrade the quality of the services or result in a partial or complete outage of the Product. Shopincx will endeavour to carry out such work during times that will cause the least disruption to Customer’s business. The customer shall cooperate, if necessary, to perform such work.

11.2. Shopincx may, at any time and in its sole discretion, add to, remove, change, or discontinue the Products or any component or version of the Products (the “Product Changes”), which may require Customer to take certain actions including, but not limited to, installing certain patches, fixes, or updates, upgrading to a new version of a Product and/or migrating to an alternative Product. Such Changes may be made for reasons including, but not limited to: (i) to comply with applicable law or regulation, (ii) for security reasons, (iii) due to changes imposed by a third-party supplier, and/or (iv) due to the termination of our relationship with a third-party supplier which is material for the provision of the Products.

12. Termination and Suspension

12.1. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by giving the breaching party written notice specifying the nature of the breach in reasonable detail and the non-breaching party’s intention to terminate (a “Termination Notice”). If the breach has not been cured within the period ending thirty (30) days following delivery of the Termination Notice, then this Agreement shall automatically terminate.

12.2. Notwithstanding the foregoing, Shopincx reserves the right, at any time and without notice, to terminate this Agreement if Customer violates the license restrictions under Section 3 of the Agreement.

12.3. Notwithstanding the foregoing, Shopincx may suspend Customer’s access to the Products immediately without notice if Shopincx, in its sole discretion, believes: (i) such suspension is required by law; (ii) there is a security or privacy risk to Customer; (iii) Customer is infringing or violating the rights of third parties, or acting in a manner that is abusive, profane, or offensive; (iv) Customer does not pay its Fees or any invoices in a timely manner; or (v) Customer is in breach of any material provision of this Agreement, including its license restrictions or confidentiality obligations. Any suspension of Customer’s access to the Products will not limit or waive Shopincx’s rights to terminate this Agreement or Customer’s access to the Products.

12.4. Upon termination of this Agreement, Customer shall discontinue its use of the Product(s). Notwithstanding the foregoing, termination of this Agreement by Shopincx shall not limit Customer’s obligation to pay all of the applicable Fees, nor restrict Shopincx from pursuing any available remedies, including injunctive relief. Customer agrees that following termination of Customer’s account and/or use of the Product, Shopincx may immediately deactivate Customer’s account and delete Customer Content. Customer further agrees that Shopincx shall not be liable to Customer nor to any third party for any termination of Customer’s access to the Product or deletion of Customer Content in accordance with this Agreement. Sections discussing license restrictions, Fees and payment, confidentiality, Customer representation, indemnification, and limitation of liability shall survive termination of this Agreement, along with any other provisions that are intended by their terms to survive.

12.5. Notwithstanding anything to the contrary in the Agreement, should the Agreement be terminated (a) by Customer prior to completion of the Current Term for any reason other than breach by Shopincx under Section 13.1, or (b) by Shopincx for material breach by Customer under Section 13.1 or 13.2, Customer will be charged an early termination fee calculated as the sum of: (i) any non-recurring Fees relating to the terminated Agreement(s) which have not been paid to Shopincx as of the effective date of termination; and (ii) any recurring Fees under the Agreement that would have otherwise become due during the remainder of the Current Term; and (iii) the difference between the list price (as indicated on our website), and the discounted price (if any) on either software and/or Hardware that the Customer may have received during or pertaining to the Current Term (collectively, the “Early Termination Fee”). The Customer (i) authorizes Shopincx to collect the Early Termination Fee, and any applicable taxes due on such fee, according to the same payment methods and/or accounts for collecting amounts under the Agreement, and (ii) acknowledges that the Early Termination Fee shall be immediately due and payable in full. The Parties acknowledge and agree that the Early Termination Fee is a genuine and reasonable pre-estimate of the loss and damage suffered by Shopincx in the event that the Customer terminates prior to completion of the Current Term and not a penalty.

13. Indemnification

13.1. Customer agrees to indemnify, defend, and hold harmless Shopincx and its officers, employees, and agents from and against all losses, expenses, liabilities, damages, and costs, including reasonable attorneys’ fees (collectively referred to as “Costs”), arising from any breach by Customer or any User, independent contractor, or affiliate thereof, of any representations, warranties, or other obligations outlined in this Agreement.

13.2. Shopincx agrees to indemnify, defend, and hold harmless Customer and its officers, employees, agents, and affiliates from and against all costs, to the extent such Costs arise from claims that the Products infringe or misappropriate any registered third-party intellectual property right, including trademarks, patents, and copyrights, provided that Shopincx is promptly notified in writing and given authority, information, and assistance for the defence or settlement of any related proceeding.

14. Disclaimer & Warranties

14.1 Customer acknowledges that (i) Shopincx cannot guarantee the results generated through the Products or the Beta Technology, or that the Products or the Beta Technology will be continuously available for use without interruption, (ii) the Products and the Beta Technology are provided "as is," on an "as available" basis without any representation, warranty, or condition of any kind, and Shopincx hereby disclaims all conditions, representations, and all warranties, whether express or implied, arising by law or otherwise with respect to the Products, including, but not limited to, any (a) implied warranty of merchantability or fitness for a particular purpose (including, for the avoidance of doubt, any warranty that the Products are fiscally compliant within Customer’s jurisdiction), (b) implied warranty arising from course of performance, course of dealing, or usage of trade, (c) warranty of title or non-infringement; or (d) statutory remedy, and (iii) Shopincx is not responsible for any product configuration settings or product changes or Beta Technology changes applied by or on behalf of Customer. Shopincx expressly disclaims any specific service level warranties or commitments. Regardless of any other term of this Agreement, nothing in this Agreement excludes or purports to exclude any statutory right or warranty that may not be excluded by law. If any part of the Products is goods or services to which a guarantee under the Australian Competition and Consumer Act 2010 (Cth) applies, then Section 15 (Limitation of Liability) will not apply and Shopincx’s liability is limited, at Shopincx’s option, to: (a) repair, replacement, or resupply of the Product; or (b) payment of the cost of repair, replacement, or resupply of the Product.

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