Terms of Service

1. Acceptance of Terms

These Terms constitute a legally binding agreement between you (or, if you are accepting on behalf of an organization, that organization) and Spagify. By clicking "Create account," using the Service, or accessing any part of our platform, you confirm that you have read, understood, and agree to these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2. Description of Service

Spagify Platform is a software-as-a-service (SaaS) platform that enables Shopify merchants to create, manage, and automate Single Product Ad Group (SPAG) campaigns on Google Standard Shopping. The Service includes, but is not limited to:

• Automated campaign creation and bid management on Google Ads.
• Product catalog synchronization from Shopify.
• Performance analytics, reporting dashboards, and budget insights.
• Rule-based automation engine for campaign optimization.
• Audience management and remarketing list integration.

We reserve the right to modify, suspend, or discontinue any feature of the Service at any time with reasonable notice.

3. Account Registration and Security

You must provide accurate, complete, and current information when creating an account. You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account.

You must immediately notify us at legal@spagify.com of any unauthorized use of your account. We are not liable for any loss resulting from unauthorized access caused by your failure to safeguard your credentials.

You may not create accounts using automated means or under false pretenses, share your account credentials with unauthorized parties, or use another person's account without permission.

4. Subscriptions, Billing, and Payments

a. Subscription Plans

The Service is offered on a subscription basis. Plan features, limits (rules, managed products), and pricing are described on our pricing page and may be updated from time to time with advance notice.

b. Free Trial

New accounts receive a 21-day free trial of the Service. No credit card is required during the trial. At the end of the trial, access to paid features will be restricted unless you subscribe to a paid plan.

c. Payment

All fees are billed in advance on a monthly or annual basis through Stripe. By providing payment information, you authorize us to charge the applicable fees. All fees are non-refundable except as required by law or expressly stated in these Terms.

d. Taxes

Prices are exclusive of taxes. You are responsible for any applicable sales tax, VAT, GST, or similar taxes.

e. Plan Changes

You may upgrade your plan at any time; the new rate takes effect immediately on a prorated basis. Downgrades take effect at the next billing cycle.

f. Late Payment and Suspension

If payment fails, we will notify you and attempt to collect payment. If payment remains outstanding for more than 14 days, we may suspend your account until payment is received. We are not liable for any loss of campaign performance resulting from account suspension due to non-payment.

5. Acceptable Use

You agree to use the Service only for lawful purposes and in compliance with these Terms, Google's advertising policies, Shopify's Partner Program Agreement, and all applicable laws. You must not:

• Use the Service to advertise illegal products or services.
• Attempt to gain unauthorized access to our systems or other users' accounts.
• Reverse-engineer, decompile, or disassemble any portion of the Service.
• Use the Service in a way that could damage, disable, or impair our infrastructure.
• Resell or sublicense the Service without our written consent.
• Use the Service to transmit spam, malware, or other harmful content.
• Circumvent or attempt to circumvent any usage limits or access controls.
• Violate any applicable Google Ads policies, including policies on ad content, targeting, and billing.

We reserve the right to investigate violations and, at our sole discretion, suspend or terminate accounts engaged in prohibited conduct without refund.

6. Third-Party Integrations

The Service integrates with Google Ads (Google LLC), Shopify (Shopify Inc.), Stripe (Stripe, Inc.), and other third-party platforms. Your use of these integrations is also governed by the respective third-party terms of service:

• Google Ads Terms: ads.google.com/terms
• Shopify Partner Program Agreement: shopify.com/partners/terms
• Stripe Services Agreement: stripe.com/legal

You are responsible for ensuring that your use of third-party platforms through Spagify Platform complies with those platforms' policies. We are not liable for actions taken by third-party platforms, including suspension of your Google Ads account or Shopify store.

You grant us the permissions necessary to act on your behalf within those third-party platforms (e.g., creating and modifying campaigns in Google Ads) solely for the purpose of providing the Service.

7. Intellectual Property

a. Our IP

All intellectual property rights in the Service, including the software, design, trademarks, and content (excluding your data), are owned by Spagify or our licensors. These Terms do not grant you any ownership rights. You receive a limited, non-exclusive, non-transferable license to use the Service during your subscription term.

b. Your Data

You retain all ownership rights in the data you import or generate through the Service ("Customer Data"). You grant us a limited license to process, store, and use Customer Data solely to provide and improve the Service for you. We will not use your Customer Data for any other purpose without your explicit consent.

c. Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free license to use that feedback without restriction or compensation to you.

8. Disclaimers of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED/ERROR-FREE OPERATION.

WE DO NOT WARRANT THAT (A) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS; (B) THE SERVICE WILL PRODUCE ANY PARTICULAR LEVEL OF ADVERTISING PERFORMANCE, REVENUE, OR RETURN ON AD SPEND; (C) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS; OR (D) ANY ERRORS WILL BE CORRECTED.

YOU ASSUME FULL RESPONSIBILITY FOR YOUR ADVERTISING SPEND AND CAMPAIGN PERFORMANCE. SPAGIFY PLATFORMAUTOMATES CAMPAIGN ACTIONS BASED ON THE RULES AND SETTINGS YOU CONFIGURE; WE ARE NOT RESPONSIBLE FOR ADVERTISING COSTS INCURRED AS A RESULT OF AUTOMATED ACTIONS.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPAGIFY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE.

IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS OF LIABILITY. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10. Indemnification

You agree to indemnify, defend, and hold harmless Spagify and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights, including Google Ads policies or Shopify's terms; or (d) any content or data you submit through the Service.

11. Termination

a. By You

You may cancel your subscription at any time from your account settings. Your access will continue until the end of the current billing period. No refunds are issued for partial periods.

b. By Us

We may suspend or terminate your account at any time if: (i) you breach these Terms; (ii) you fail to pay fees; (iii) we are required to do so by law; or (iv) we discontinue the Service. We will provide reasonable notice except where immediate termination is required to prevent harm or comply with legal obligations.

c. Effect of Termination

Upon termination, your right to access the Service ceases immediately. We will retain and then delete your Customer Data in accordance with our Privacy Policy. Sections 7, 8, 9, 10, and 12 survive termination.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. Any dispute arising out of or related to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will take place in Delaware. Each party bears its own costs unless the arbitrator awards otherwise.

YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. Nothing in this section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction.

13. Changes to These Terms

We may modify these Terms at any time. We will provide at least 14 days' notice before material changes take effect, by emailing you or posting a prominent notice on the Service. If you continue to use the Service after changes take effect, you accept the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and cancel your subscription.

14. General Provisions

Entire Agreement: These Terms and the Privacy Policy constitute the entire agreement between you and Spagify regarding the Service and supersede all prior agreements.

Severability: If any provision of these Terms is found unenforceable, the remaining provisions remain in full force.

Waiver: Our failure to enforce any right or provision is not a waiver of that right.

Assignment: You may not assign your rights or obligations under these Terms without our consent. We may assign our rights to a successor entity.

Force Majeure: We are not liable for delays or failures caused by events beyond our reasonable control, including natural disasters, internet outages, or third-party platform failures.

15. Contact Us

For questions about these Terms, contact us:

Spagify
Email: legal@spagify.com