DoubleTake ShopLogic – Terms of Service

Last updated: July 26, 2024

1) About these Terms

These Terms of Service (“Terms”) are a legal agreement between you (the individual or entity you represent) (“you,” “Shop,” or “End User”) and DoubleTake ShopLogic, Inc. (“DoubleTake ShopLogic,” “Company,” “we,” “us,” or “our”) governing your access to and use of:

• Our websites and subdomains (the “Sites”),
• Our web and mobile applications (the “Apps”),
• Our hosted software, platform, APIs, and professional services (together, the “Services”).

By clicking “I accept”, creating an account, or using the Services, you agree to these Terms and our Privacy Policy (collectively, the “Agreement”). If you do not agree, do not use the Services.

Age. The Services are for users 18+ only.

Territory. The Services are primarily offered from the United States. You are responsible for compliance with local law.

Updates. We may update these Terms. For material changes, we’ll give notice (e.g., email or in-app) at least 30 days before they take effect for existing customers.

Arbitration Notice. Except for certain disputes in §22, you agree to binding individual arbitration and waive the right to a jury trial and class actions. See §22.

Communications Consent. You agree we (or our service providers) may contact you at numbers/emails you provide, including via autodialed or prerecorded calls/SMS for operational or promotional purposes. Consent is not a condition of purchase. You can opt out as explained in §24.

2) Privacy

Your use of the Services is governed by our Privacy Policy. It explains how we collect, use, share, and retain information, including AI-generated outputs and aggregated analytics. The Services are hosted in the U.S.

3) Account Registration & Use

You must create an account and provide accurate, current information. You are responsible for:

• Maintaining the confidentiality of your credentials,
• All activity that occurs under your account,
• Ensuring only authorized personnel access your account,
• Complying with all laws (e.g., TCPA/CAN-SPAM for messaging).

If you are registering on behalf of a business, you represent you have authority to bind that business to this Agreement. Multi-location/franchise and multi-tenant access is supported; you are responsible for assigning roles (Admin/Manager/Technician) and managing permissions.

4) Subscriptions, Trials & Professional Services

Plans. We offer tiered, subscription plans (e.g., Starter, Professional, Enterprise) billed on a recurring basis (monthly/annual) starting on your “Billing Date.” Plans auto-renew unless canceled per §6.

Trials/Early Access. Trial, beta, or preview features are provided AS IS and may be changed or discontinued at any time.

Professional Services. Data migration, training, or other scoped services may be offered subject to a mutually agreed statement of work; such fees are typically non-refundable once performed.

5) Payments & Billing (Stripe)

Processor. Payments are facilitated by Stripe. Your use of payments is subject to the Stripe Services Agreement (and any updates). You authorize us to share necessary info with Stripe to provide payments.

Fees & Taxes. All fees are in USD, exclusive of taxes. You are responsible for applicable taxes and usage-based fees (e.g., telephony, storage, AI usage). We may adjust fees prospectively with notice.

Authorization. You authorize recurring charges to your payment method for subscriptions, usage, and taxes until you cancel. If a payment fails, we may suspend or terminate access.

Refunds. Except where required by law or expressly stated, fees are non-refundable.

6) Term; Cancellation; Termination

Term. The Agreement starts when you accept and continues until terminated.

Cancellation. You may cancel renewal in the billing portal or by contacting support at least 30 days before renewal (for annual terms) or anytime for monthly terms (no refunds for partial months).

Company Termination. We may suspend or terminate immediately for: material breach, unlawful use, security risk, nonpayment, or harm to the Service or others. We may terminate for convenience with 30 days’ notice and will refund unused prepaid fees on a pro-rata basis.

Effect. Upon termination, your license ends and access ceases except as provided in §9 (Data Retention).

7) Multi-Tenant & Role-Based Access

The Services support multiple tenants/shops. Tenant admins control who may access each tenant’s data and features. You are responsible for granting/removing access and for any actions of your users. We are not responsible for enforcing data restrictions among your affiliates/tenants.

8) AI & Automation Features

The Services include AI-assisted features (e.g., estimate drafting, predictive inventory, scheduling suggestions, email generation, and image/3D preview generation).

No Professional Advice. AI outputs are suggestions for your convenience. You are solely responsible for reviewing, validating, and deciding how to act on outputs.

Data Use. To improve models and features, we may use de-identified/aggregated usage data and prompts/outputs as described in our Privacy Policy.

Third-Party Models. Some AI functionality may be provided by third-party LLM providers (e.g., Google, OpenAI) subject to their terms.

9) Data Retention & Retrieval

Upon termination (unless termination is for breach), we will provide up to 30 days of limited access (“Retrieval Period”) to export Customer Data (data you or your users submit). After that, we may delete or archive Customer Data per our Privacy Policy and retention schedules. We may keep backups as permitted by law.

10) Customer Data & Aggregated Insights

You grant us a non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely to provide the Services and related support. We may create aggregated and de-identified insights (e.g., industry benchmarks, material usage analytics) for product improvement and industry analysis, provided we do not disclose your identifiable information without consent.

11) Confidentiality

Each party will protect the other’s Confidential Information with at least the same care it uses for its own, not less than a commercially reasonable standard. Customer Data is your Confidential Information. Exceptions apply for information that is public, independently developed, or lawfully received without restriction. If legally required to disclose, a party will provide notice (when lawful) and limit disclosure.

12) Intellectual Property

We own all rights, title, and interest in and to the Services, including software, designs, interfaces, databases, and documentation. Except for the limited rights expressly granted here, no license is granted. You retain rights in Customer Data. If you provide Feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction.

13) Acceptable Use

You agree not to:

• Use the Services unlawfully;
• Upload sensitive regulated data (e.g., full payment card numbers, PHI) unless we’ve agreed in writing;
• Attempt to bypass security, reverse engineer, or interfere with the Services;
• Send unlawful or unsolicited marketing communications (e.g., TCPA/CAN-SPAM/CASL violations);
• Infringe others’ rights;
• Overload or disrupt the Services;
• Misrepresent your identity or impersonate others.

14) Third-Party Services & Links

The Services may integrate third-party services (e.g., Stripe, mapping, LLMs, telephony). Your use of those services is governed by the third party’s terms and privacy policies. We do not control and are not responsible for third-party services.

15) Beta/Early Access

Any beta/preview features are provided AS IS, may be modified or discontinued, and may have lower availability, security, or support levels.

16) Warranties & Disclaimers

You represent that you have all rights necessary to upload Customer Data and to use the Services lawfully.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” We disclaim all warranties (express, implied, statutory), including merchantability, fitness for a particular purpose, non-infringement, and accuracy of AI outputs. We do not warrant that the Services will be uninterrupted, error-free, or free of harmful components.

17) Limitation of Liability

To the maximum extent permitted by law:

No Indirect Damages. We are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages or lost profits/revenues.

Cap. Our aggregate liability for all claims in any 12-month period is limited to the greater of (a) amounts you paid for the Services in that period or (b) $100.

These limits apply even if a remedy fails of its essential purpose.

18) Indemnification

You will defend, indemnify, and hold harmless DoubleTake ShopLogic and its officers, directors, employees, and agents from any third-party claim, damage, loss, or expense (including reasonable attorneys’ fees) arising from: (a) your misuse of the Services; (b) your violation of this Agreement or law; (c) your Customer Data; (d) disputes with your customers.

19) Force Majeure

We are not liable for delays or failures caused by events beyond our reasonable control (e.g., outages, strikes, acts of God, war, terrorism, government actions).

20) Export & Sanctions

You must comply with U.S. export control and sanctions laws. You represent you are not located in or a national/resident of any restricted country or on any government denied-party list.

21) Notices

Legal notices to DoubleTake ShopLogic must be sent to:

22) Dispute Resolution & Arbitration

Informal Resolution. Before filing a claim, the complaining party must send a written Notice of Dispute and the parties will try to resolve it within 30 days.

Arbitration. If not resolved, disputes will be resolved by binding arbitration administered by the AAA under its Consumer Arbitration Rules (or Commercial Rules if applicable), before a single arbitrator, in Santa Clara County, California or by video at the arbitrator’s discretion. The Federal Arbitration Act governs.

No Class Actions. Claims must be brought individually; class/representative actions are not permitted.

Exceptions. Either party may bring a claim in small claims court, or seek relief in court to enjoin infringement/misuse of IP or breach of confidentiality.

Opt-Out. You may opt out of arbitration within 30 days of first accepting these Terms by sending written notice to the Legal address above. If you opt out, §22 does not apply.

23) Governing Law & Venue

This Agreement is governed by the laws of the State of California, without regard to conflicts principles. Subject to §22, the exclusive jurisdiction and venue for any permitted court action is in state or federal courts in Santa Clara County, California.

24) Electronic Communications & Messaging

By using the Services, you consent to receive electronic communications from us (emails, in-app, SMS). You agree such communications satisfy legal requirements for written notices.

Marketing opt-out:

• Emails: use the unsubscribe link.
• SMS/calls: reply STOP (or as instructed) or email support@doubletakeshoplogic.com.

Operational messages may still be sent as permitted by law.

25) California Residents

You may contact the California Department of Consumer Affairs, Consumer Information Division, 1625 N. Market Blvd., Suite S-202, Sacramento, CA 95834, (800) 952-5210.

26) Assignability

You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement (e.g., in a merger, acquisition, or sale of assets).

27) Entire Agreement; Order of Precedence

This Agreement (including any order forms, Product-Specific Terms, data processing addenda, and the Privacy Policy) is the entire agreement and supersedes prior agreements. If there is a conflict, an executed order form or addendum controls over these Terms.

28) Product-Specific Terms

A) Payments (Stripe)

• Definitions. “Charge,” “Refund,” “Dispute,” “Reversal,” etc., have meanings consistent with Stripe’s terms.
• Authorization. You are responsible for obtaining lawful authorization from your customers, issuing receipts, and handling refunds/disputes according to law and Stripe rules.
• Risk. You bear the risk of fraud and chargebacks. We may offset or invoice you for any amounts due to us or Stripe (fees, fines, chargebacks).
• Taxes. You are responsible for calculating, collecting, and remitting all applicable taxes.
• PCI/DSS. To the extent you handle card data, you must comply with PCI DSS and never store full unredacted card data in the Service.

B) Communications & Marketing

If you use built-in email/SMS tools:

• You must obtain valid consent, honor opt-outs, and comply with CAN-SPAM, TCPA, CASL, and similar laws.
• Include required sender information and unsubscribe mechanisms.
• No purchased/rented lists, unlawful content, or deceptive practices.

C) VIN/Vehicle Data & Image Generation

Any AI-generated images or 3D previews are illustrations; you are responsible for reviewing before sharing with customers.

D) Multi-Tenant Security & Roles

You must assign roles appropriately (Admin/Manager/Technician). Technicians typically have restricted access to pricing and financial data unless you configure otherwise.

29) Contact

Support: support@doubletakeshoplogic.com

Sales: sales@doubletakeshoplogic.com