Terms & Conditions

1. Use of the service

Your usage rights: During the Term, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service in accordance with these Terms. Use of the Service is limited to the users (including, where applicable, those of your affiliates) for whom you enable accounts ("Users"), and you are responsible for all Users and their compliance with these Terms and their access to, and use of, the Service.

Accounts: Your registration and account information for the Service must be accurate, complete and kept up-to-date. User accounts are for individual Users and cannot be shared or transferred. You must keep all login credentials confidential and agree to notify us immediately if you discover any unauthorized use of your accounts or login credentials. We may access your account from time to time to provide support related to the Service.

Restrictions: You may not:

• use the Service for any illegal or unauthorized purpose;
• use the Service in violation of these Terms and any applicable 3rd party platforms terms of service, guidelines and privacy policies (collectively, 3rd Party Platforms Terms);
• reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without our express written permission;
• infringe upon or violate our intellectual property rights or the intellectual property rights of others;
• upload to, or transmit from, the Service any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component;
• use the Service to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
• use the Service to submit false or misleading information; or
• access the Service in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Service.

Your content and obligations:

• You retain all rights, title and interest in and to the product listings, content, images, and material you upload to the 3rd party platforms via the Service ("Content"). You grant us a non-exclusive, worldwide, royalty-free license to the Content to provide you with the Service.
• You agree: (a) that you are solely responsible for the Content; (b) to obtain all necessary rights and consents required by applicable law to upload the Content to the 3rd party platforms via the Service; and (c) that your Content and our use hereunder will not violate any applicable laws or third party rights, including intellectual property, privacy or publicity rights.
• You agree not to upload to the Service any information or data that is: (i) subject to safeguarding and/or limitations on distribution pursuant to applicable laws and/or regulation; or (ii) in contravention of the 3rd party platforms terms ("Prohibited Information").
• We may generate aggregated statistical and analytical data derived from your use of the Service ("Aggregate Data"). You agree that we may use such Aggregate Data in accordance with local law.

2. Our rights

We reserve the right to modify, including but not limited to adding or removing features, discontinue or terminate the Service or any part thereof, or terminate your access to the Service, for any reason without notice at any time. If we are advised of any suspected or actual violation of these Terms or any of the 3rd party platforms terms, we may, in our sole and absolute discretion, terminate your access to the Service. For the avoidance of doubt, SPL is not responsible for monitoring, enforcing or ensuring your compliance with these Terms or the 3rd party platforms terms. We shall not be liable to you or to any third party for any modification, discontinuance or termination of the Service or any part thereof, or the revocation of your access to the Service.

A breach or violation of any provision of these Terms, as determined in our sole discretion, may result in an immediate termination of your access to the Service.

We reserve the right, but are not obligated, to limit the availability of the Service, or products or services made available via the Service, to any person, entity, geographic region or jurisdiction. We may exercise this right on a case-by-case basis.

3. 3rd party platforms

You must connect the Service to your 3rd party platform's account to list and sync your products and orders on the 3rd party platforms. Your access to, or use of, any 3rd party platform is solely between you and the applicable 3rd party platform. Your use of the 3rd party platform via the Service is entirely at your own risk and discretion. In addition to these Terms, you must read and agree to the additional 3rd party platforms terms before you use them in connection with the Service. The 3rd party platforms terms may be surfaced to you when onboarding a 3rd party platform to the Service and/or located on such 3rd party platform's site. You are responsible for reviewing such terms and ensuring you comply with them, which may be updated at any time. If any 3rd party platform becomes unavailable or ceases to make their services available to SPL on reasonable terms, SPL may cease to provide such features to you without notice and without entitling you to any refund, credit, or other compensation.

You grant us, and each applicable 3rd party platform, permission to access your Content and other data, sync it back to SPL (if required) and to take any other actions as required for the interoperation of the 3rd party platform with the Service. Any exchange of Content or other information (including Personal Information, as defined below) or other interaction between you and the 3rd party platform is solely between you and such 3rd party platform. SPL is not responsible for any disclosure, modification or deletion of the Content or other information you provide to a 3rd party platform, or for any corresponding losses or damages you may suffer, as a result of access by a 3rd party platform to your Content or other information.

For clarity, this Service may use APIs or trademarks owned by 3rd party platforms, but such 3rd party platforms own their respective trademarks and do not endorse or certify the Service. Specifically, the term "TikTok Shop" is a trademark of TikTok Pte. Ltd. and TikTok does not endorse or certify the Service.

Under no circumstances shall we be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from your use of a 3rd party platform. These limitations shall apply even if we have been advised of the possibility of such damages, to the fullest extent permitted by applicable law.

You agree to indemnify and hold us and (as applicable) our affiliates, partners, officers, directors, agents, customer support agents and employees harmless from any claim or demand, including reasonable attorneys' fees, arising out of your use of any 3rd party platform or breach of any 3rd party platform terms.

4. Product syncing, master store and data overwrite

SPL's product syncing operates on a "master store" model. You select one connected store as the master store, and SPL treats it as the single source of truth for your product data.

You are solely responsible for (a) choosing the correct master store; (b) understanding the direction in which data flows before enabling syncing; and (c) verifying that the master store contains the product data you intend to propagate. Changing your master store changes the source of truth and may cause product data across your connected stores to be re-aligned or overwritten.

Overwrites performed by the Service may be immediate and irreversible. SPL does not guarantee any backup, version history, or ability to restore prior product data. You are responsible for maintaining your own backups of your product data before enabling or reconfiguring product syncing or changing your master store.

To the fullest extent permitted by applicable law, SPL shall have no liability for any loss, corruption, overwriting, or deletion of product or other data resulting from your use of product syncing, your selection or change of master store, or your store configuration.

5. Intellectual property rights

For clarity, no ownership rights to the Service are conveyed to you. SPL and its licensors retain all right, title and interest (including all intellectual property rights) in and to the Service, Aggregate Data, any and all related and underlying technology, and any derivative works, modifications or improvements to any of the foregoing created by or on behalf of SPL, including based on your Feedback (defined below). No rights are granted to you except as expressly set forth in these Terms.

The Service may include certain open source components that are subject to open source licenses ("Open Source Software") subject to the applicable license terms which accompany such Open Source Software. Any fees charged in connection with the Service do not apply to the Open Source Software.

If you submit comments, questions, suggestions, use cases or other feedback relating to your use of the Service ("Feedback"), we may freely use or exploit such Feedback in connection with any of our products or services or those of our affiliates, without obligation or compensation to you.

6. Privacy

You understand that any information relating to a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, a phone number, an email address, an identification number, location data, an online identifier, or any other information specific to that natural person ("Personal Information") that you provide us in using the Service may be transferred unencrypted and involve: (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. If you provide your credit card information, such information is always encrypted during transfer over networks. Any Personal Information you provide to us in using the Service will be treated in accordance with SPL's Privacy Policy. Any Personal Information you provide to a 3rd party platform will be treated in accordance with the applicable 3rd party platform terms.

You acknowledge and agree that if you provide any information, including Personal Information, of your end customers, you represent and warrant that you will comply with all applicable laws relating to the collection, use and disclosure of such information with respect to the Service, including any disclosure of such Personal Information to a 3rd party platform.

7. Payment

You agree to pay SPL the applicable rates for the Service (as described in the pricing section) or otherwise agreed in writing ("Fees"). You agree that SPL may change the Fees for the Service at any time. All Fees under these Terms will be paid in USD, unless otherwise specified in-product, or unless otherwise agreed in a signed written document. 3rd party platforms may charge you fees for the use of their services, payment and collection of which will be governed by the 3rd party platform terms. For the avoidance of doubt, SPL is not responsible to pay for any of the fees or charges incurred by these platforms due to your use of our Service.

You must provide us with a valid payment method to pay for all incurred and recurring Fees. SPL will charge applicable Fees to any valid payment method that you authorize ("Authorized Payment Method"), and SPL will continue to charge the Authorized Payment Method for applicable Fees until the Service is terminated, and any and all outstanding Fees have been paid in full.

All Fees are stated exclusive of any applicable taxes, and you are required to pay and bear any sales, use, GST, value-added, withholding, or similar taxes or duties, whether domestic or foreign, related to these Terms, other than taxes based on the income of SPL ("Taxes"). To the extent that SPL charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. If you are not charged Taxes by SPL, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

You will pay all amounts due under these Terms in full without any set-off, counterclaim, deduction or withholding. We are not responsible for any tax associated with transactions between you and your customers, transactions conducted through the 3rd party platforms with which you engage, or any transaction between you and any 3rd party platform.

Without affecting our other rights under these Terms, if you do not pay the Fees by the due date, then we may suspend all or part of the Service (including access to paid-for services) until payment has been made in full.

8. Disclaimer

SPL expressly disclaims any and all warranties and representations of any kind, express, implied or statutory, including any warranties of merchantability, fitness for a particular purpose, title or non-infringement. We do not guarantee that the Service will be uninterrupted or error-free. SPL is not responsible for any services or applications that you choose to use in connection with the Service, including any integration with a 3rd party platform. Your use of such 3rd party platform services or applications is subject to separate terms and policies and you acknowledge and agree that any use is at your own risk.

9. Indemnity

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, arising out of: (i) your use of the Service; (ii) your Content; and/or (iii) your breach of these Terms and/or applicable laws.

10. Limitation of liability

To the extent permitted by applicable law, SPL will not be liable for any loss of use, lost or inaccurate data, interruption of business, costs of delay or any indirect or consequential damages of any kind (including lost profits), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, in connection with the Service, even if informed of the possibility of such damages in advance.

SPL's entire liability to you will not exceed the amount actually paid or payable by you to SPL during the prior twelve (12) months, or, if no fees are paid or payable during such period, one thousand dollars ($1,000).

11. Term and termination

These Terms will commence on the date on which you first access the Service and continue until terminated as permitted herein (the "Term").

You may terminate these Terms at any time, for no reason or any reason, upon thirty (30) days' advance notice to SPL. SPL may also terminate these Terms and/or its provision of the Service at any time, for no reason or any reason, effective immediately.

Upon any termination of these Terms: (a) you and your Users must immediately cease using the Service; (b) you will promptly pay SPL any unpaid fees incurred prior to termination; and (c) any other obligations or liabilities incurred prior to the termination of these Terms shall survive termination.

12. General

• Governing law: These Terms shall be governed by and interpreted in accordance with the laws of the Emirates of Dubai and the laws of the United Arab Emirates applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Emirates of Dubai with respect to any dispute or claim arising out of or in connection with these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply and is hereby expressly excluded.
• Independent contractor: The parties are independent contractors. No agency, partnership, joint venture, or employment is created as a result of these Terms and neither party has authority to bind the other.
• Subcontractors: SPL may use subcontractors and permit them to exercise SPL's rights under these Terms.
• Third party websites: The Service may contain links to third-party platforms and websites. This does not imply our endorsement of any 3rd party platforms or website and we are not responsible for their actions, content, information, or data, or any changes or updates to them. 3rd party platforms and websites may provide their own terms and privacy policies that apply to your use of them, which are not governed by these Terms.
• Severability: If any provision of these Terms is determined to be unlawful, void or unenforceable, it shall nonetheless be enforceable to the fullest extent permitted by applicable law, the unenforceable portion shall be deemed severed from these Terms, and this shall not affect the validity and enforceability of any other remaining provisions.
• Waiver: Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Entire agreement: These Terms, including any terms, agreements, policies or other rules incorporated into these Terms, constitute the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements.
• Assignment: These Terms will be binding upon and inure to the benefit of the parties and their respective heirs, successors, permitted assigns and legal representatives. SPL will be permitted to assign these Terms without notice to you or consent from you. You will have no right to assign or otherwise transfer these Terms, or any of your rights or obligations hereunder, to any third party without SPL's prior written consent.