ShopSpark User Service Agreement

Revised Draft for Legal Review | Effective date: the date displayed in the Service

This User Service Agreement (Agreement) is a legal agreement between you and Apptimal Pte. Ltd. (ShopSpark, we, us, or our). It governs your access to and use of the ShopSpark mobile applications, websites, and related services (collectively, the Service). The Service is designed to help e-commerce sellers create product images and related listing assets using artificial intelligence.

By creating an account, clicking to accept this Agreement, purchasing or using the Service, you agree to this Agreement and our Privacy Policy. If you do not agree, do not use the Service.

1. Eligibility and Business Use

You must be at least 18 years old and legally capable of entering into this Agreement. If you use the Service for a business or other organization, you represent that you have authority to bind that entity; in that case, you and your refer to that entity.

The Service is intended for merchants, sellers, and other users who prepare lawful product listings. It is not directed to children, and you may not allow anyone under 18 to use it.

2. Accounts and Account Security

You must provide accurate, current account information and keep it updated. You are responsible for all activity under your account and for protecting your login credentials. You must promptly notify us at shopsparkapp@outlook.com if you suspect unauthorized access.

You may not sell, rent, share, transfer, or make your account available to another person without our written permission. We may decline, suspend, or close an account where we reasonably believe the account information is inaccurate, the account is misused, or suspension is necessary to protect the Service, users, or third parties.

3. Access to the Service and License

Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes. You may use Outputs as permitted in Section 6.

The Service may change over time, including through updates, new features, and security patches. Some updates may be required for continued use. You are responsible for your device, operating system, connectivity, and related charges.

You may not / You shall not engage in any of the following:

• copy, modify, distribute, sell, lease, sublicense, or commercially exploit the Service, except as expressly permitted by this Agreement;
• reverse engineer, decompile, disassemble, or attempt to discover source code, models, prompts, or underlying components, except to the extent applicable law permits that activity despite this restriction;
• bypass security, usage limits, or technical controls, or use automated means to access the Service without our written permission; or
• use the Service in a manner that could damage, disable, overburden, or interfere with the Service or another user's access to it.

4. Subscriptions, Fees, and Billing

Some features may require a paid subscription, credits, or another paid plan (Paid Service). The applicable price, billing period, included features, and renewal terms will be shown to you before purchase. By purchasing a Paid Service, you authorize the applicable payment provider or app store to charge the stated fees, taxes, and recurring charges to your selected payment method.

Unless the purchase flow states otherwise, subscriptions automatically renew for successive billing periods until you cancel before the renewal date. If you purchased through Apple, Google Play, or another app store, you must manage cancellation through that platform. App-store billing and refund rules apply to purchases processed by that app store.

Fees are non-refundable except where required by applicable law or expressly stated at purchase. We may change fees or plan features for a future billing period by providing advance notice where required by law. You remain responsible for applicable sales, use, value-added, and similar taxes, excluding taxes based on our net income.

5. Customer Content and Outputs

Customer Content means the images, prompts, product information, files, text, and other materials that you submit to the Service. Output means the images, text, or other materials generated by the Service from Customer Content.

You retain any rights you have in Customer Content. As between you and ShopSpark, and subject to your compliance with this Agreement, we assign to you any rights we may have in your Output. This assignment does not guarantee that Output is copyrightable, available for trademark registration, non-infringing, or exclusive to you.

You grant us a worldwide, non-exclusive, royalty-free license to host, reproduce, process, transmit, and modify Customer Content and Output only as necessary to provide, secure, support, and maintain the Service. We may use aggregated and de-identified information to analyze and improve the Service. Any broader use of identifiable Customer Content for model training will be described in the Privacy Policy and, where required, subject to your consent.

You represent and warrant that you own or have all rights, permissions, notices, and consents needed to submit Customer Content and to permit the uses described in this Agreement. This includes rights in product photographs, trademarks, packaging, designs, personal likenesses, and any personal information included in Customer Content.

6. Artificial Intelligence; Review of Outputs

The Service uses artificial intelligence and may produce inaccurate, incomplete, offensive, or similar results for different users. Outputs may not be unique, and other users may receive the same or similar outputs. You are solely responsible for reviewing, editing, testing, and approving each Output before relying on it, publishing it, or using it in commerce.

ShopSpark does not provide legal, tax, advertising, product-safety, intellectual-property, or marketplace-compliance advice. The Service is not a substitute for professional judgment or for the review required by a marketplace, platform, regulator, brand owner, or other third party.

7. Seller Obligations and Third-Party Marketplaces

You may use Outputs in connection with lawful product-listing, advertising, and sales activities, including on third-party marketplaces. You are responsible for confirming that your listing, marketing, product, and use of each Output comply with all applicable laws and the rules of each marketplace.

ShopSpark is not affiliated with, endorsed by, or responsible for Amazon, Walmart Marketplace, eBay, Etsy, Shopify, or any other third-party marketplace, unless we expressly state otherwise. We do not guarantee that any Output will pass a platform review or comply with a platform's current policies, technical specifications, or content standards.

When using the Service or any Output for product-listing, advertising, or sales activities, you must:

• do not make false, misleading, unsubstantiated, or deceptive claims about a product's price, availability, condition, origin, performance, safety, certification, or other material feature;
• make clear disclosures about AI-generated or materially altered content whenever required by law, marketplace rules, or another binding obligation;
• obtain any approvals, model releases, trademark permissions, and product-specific clearances needed for your listing; and
• do not use an Output to impersonate a person or brand, misrepresent a product, create counterfeit or infringing listings, or market restricted or unlawful goods.

8. Acceptable Use

You must comply with all applicable laws, this Agreement, and the warnings, instructions, and usage limits made available through the Service. You may not use, upload to, generate through, or attempt to use the Service for content or conduct that is unlawful, fraudulent, malicious, harmful, deceptive, or infringes another person's rights. You also may not use the Service to collect, process, or disclose personal information unless you have a lawful basis and all required notices and consents. Without limiting the foregoing, you may not:

• violate any law, regulation, sanctions restriction, export-control rule, applicable third-party platform policy, or third-party right;
• create or distribute sexually explicit material involving a minor, exploitative material, non-consensual intimate imagery, violent threats, or content that promotes illegal activity;
• infringe copyright, trademark, trade dress, publicity, privacy, or other intellectual-property or personal rights;
• introduce malware, probe for vulnerabilities, disrupt network security, or interfere with the integrity or performance of the Service;
• use the Service in connection with a high-risk decision about a person's employment, housing, credit, insurance, education, healthcare, legal status, or access to essential services;
• engage in harassment, stalking, threats, defamation, identity theft, impersonation, or conduct intended to deceive another person;
• create, upload, distribute, or facilitate content that is false or intentionally misleading, abusive, obscene, pornographic, hateful, discriminatory, excessively violent, harmful to minors, or otherwise prohibited by applicable law;
• use the Service to send or facilitate unsolicited or unauthorized advertising, spam, chain letters, pyramid schemes, contests, sweepstakes, or similar solicitations, except for lawful product-listing and sales activities expressly permitted by this Agreement; or
• share, publish, or use Customer Content or Output in a way that violates another person's privacy, publicity, intellectual-property, or other legal rights.

You are solely responsible for ensuring that your prompts, Customer Content, and Outputs comply with this Agreement, applicable law, third-party rights, and applicable platform policies. Before public use or publication, you must review, edit, moderate, and verify each Output and make any AI-content disclosures or transparency labels required by law, marketplace rules, or another binding obligation.

We may, but are not obligated to, monitor, review, screen, restrict, or remove Customer Content or Outputs that we reasonably believe violate this Agreement or applicable law. We do not guarantee that all inappropriate or unlawful content will be identified or removed. You may report suspected violations to shopsparkapp@outlook.com; copyright complaints are handled under Section 16.

A violation of this Section is a material breach of this Agreement and may result in suspension or termination under Section 12, without limiting any other remedy or your indemnity obligations under Section 15.

9. Privacy, Data, and Security

Our collection and use of personal information is described in the Privacy Policy, which is incorporated into this Agreement.

You must not upload sensitive personal information, payment-card data, government identifiers, health information, or customer data unless the Service expressly supports that data and you have complied with all applicable privacy, security, and contractual requirements. You are responsible for responding to any data-subject request relating to Customer Content, except to the extent applicable law requires us to assist.

The Service may process information in the United States and other countries where we or our service providers operate. Where required by applicable law, we will use appropriate safeguards for international data transfers.

10. Our Intellectual Property; Feedback

The Service, including its software, models, interfaces, branding, documentation, and other materials, is owned by ShopSpark or its licensors and is protected by intellectual-property laws. Except for the limited rights expressly granted in this Agreement, no rights are granted to you.

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and exploit that feedback without restriction or compensation to you. This does not give us ownership of your Customer Content or Output.

11. Third-Party Services and App Stores

The Service may include links to, integrations with, or functionality supplied by third parties. Those third parties are responsible for their own products, services, policies, and terms. Your use of a third-party service is governed by that third party's terms, and we are not responsible for a third-party service or for your dealings with a third party.

If you download the Service through an app store, that app store may impose additional terms. To the extent those terms apply to your purchase or device, you must comply with them. Apple, Google, and other app-store providers are not responsible for providing support or resolving claims relating to the Service unless their own terms require otherwise.

12. Suspension, Changes, and Termination

We may modify, suspend, or discontinue all or part of the Service, including a feature or plan, where reasonably necessary for security, legal compliance, technical reasons, or the operation of the Service. Where practicable and required by law, we will provide advance notice of material changes.

We may suspend or terminate your access immediately if we reasonably believe that you breached this Agreement, created legal or security risk, failed to pay amounts due, or used the Service in a way that could harm us, users, or third parties. You may stop using the Service at any time and may request account deletion through the settings available in the Service or by contacting shopsparkapp@outlook.com.

After termination, your right to access the Service ends. We will handle personal information and account data in accordance with the Privacy Policy and applicable law.

13. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND OUTPUTS ARE PROVIDED AS IS AND AS AVAILABLE. SHOPSPARK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

Without limiting the foregoing, we do not warrant that the Service or any Output will meet your requirements, be available at a particular time or location, be secure or free of harmful code, or be accepted by a marketplace, regulator, customer, or other third party. Some jurisdictions do not permit certain warranty disclaimers, so some of these disclaimers may not apply to you.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHOPSPARK AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR MARKETPLACE ACCOUNT, ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) US$100.

Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law.

15. Your Indemnity

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless ShopSpark and its affiliates, officers, directors, employees, licensors, and service providers from and against third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to your Customer Content, your Output, your product listings or marketing, your breach of this Agreement, or your violation of law or third-party rights. We will provide reasonable notice of a claim and may control the defense and settlement of the claim; you may not settle any claim in a manner that imposes liability or obligations on us without our written consent.

16. Copyright and Intellectual-Property Complaints

If you believe that content available through the Service infringes your copyright or another intellectual-property right, send a written notice to shopsparkapp@outlook.com. To help us process a copyright notice, include: (a) a physical or electronic signature; (b) identification of the copyrighted work; (c) the location of the allegedly infringing material; (d) your contact information; (e) a good-faith statement that the use is not authorized; and (f) a statement, under penalty of perjury, that the information is accurate and that you are authorized to act for the right holder.

If we remove material in response to a complaint, you may submit a counter-notice containing the information required by applicable law. We may remove or restrict access to material and may terminate repeat infringers where appropriate. This procedure does not limit any right or remedy available to either party.

17. Governing Law and Disputes

This Agreement and any dispute arising out of or relating to it are governed by the laws of Singapore, without regard to conflict-of-law principles. Before bringing a formal claim, each party will make a good-faith effort to resolve the dispute by written notice sent to the contact information in Section 20.

Except where applicable law requires another forum, the courts of Singapore will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. Nothing in this Agreement limits rights that you cannot waive under the mandatory law of the jurisdiction where you live.

18. Changes to This Agreement

We may update this Agreement to reflect changes to the Service, law, security, or our business. If a change is material, we will provide notice through the Service, by email, or by another reasonable method before the change takes effect when required by law. The updated Agreement will state its effective date.

If you continue to use the Service after an updated Agreement takes effect, you accept the updated Agreement. If you do not agree, you must stop using the Service and cancel any Paid Service before the next renewal date.

19. General Terms

This Agreement, the Privacy Policy, and any plan-specific or app-store terms that apply to you form the entire agreement between you and ShopSpark regarding the Service. If there is a conflict, the plan-specific terms control only for that plan, and app-store terms control only to the extent required for an app-store purchase.

You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of assets. Our failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.

You agree to receive notices and other communications electronically, including through the Service and email. We are independent parties; this Agreement does not create a partnership, agency, joint venture, employment, or fiduciary relationship. Headings are for convenience only and do not affect interpretation.

20. Contact Us

Questions, legal notices, and account-deletion requests may be sent to:

Email: shopsparkapp@outlook.com

Mail: Apptimal Pte. Ltd., 60 Paya Lebar Road, Office Tower, Lobby 1, #04-27 Paya Lebar Square, Singapore 409051.