1. Introduction
These Terms and Conditions ("Agreement") govern the use of the Priority Protection services provided to Shopify merchants ("Merchant") by Priority Protection ("PP").
2. License and Intellectual Property Rights
2.1 Grant of License
PP grants the Merchant a limited, non-exclusive license to use the software products ("Software") provided under this Agreement. All rights not expressly granted to the Merchant remain with PP.
2.2 Ownership
The Merchant retains ownership of its data and intellectual property rights.
PP retains ownership of the Software and any associated intellectual property, including modifications or derivative works created by or on behalf of the Merchant.
The Merchant grants PP a non-exclusive, royalty-free license to use any necessary intellectual property to fulfill its obligations under this Agreement.
3. Maintenance and Support
3.1 Services Provided
PP will provide maintenance and support services as described in separate service schedules or work assignments agreed upon by both parties.
3.2 Additional Services
Additional services may be offered on a time-and-materials basis, with costs and expenses specified in applicable work assignments.
4. Confidentiality
4.1 Obligations
Each party agrees to keep the other party’s confidential information private and secure, using it only as necessary to fulfill obligations under this Agreement.
4.2 Exceptions
Confidential information may be disclosed only to authorized personnel, agents, auditors, or regulatory authorities as required by law.
5. Warranties
5.1 Software Warranties
PP warrants that the Software will perform in accordance with its documentation during the warranty period. PP does not guarantee uninterrupted or error-free operation.
5.2 Service Warranties
Services provided will be performed with reasonable care and skill.
6. Liability
6.1 Limitation of Liability
PP’s total liability under this Agreement is limited to the amount paid by the Merchant in the 12 months preceding the claim. PP is not liable for indirect, consequential, or punitive damages.
6.2 Exclusions
PP will not be liable for issues caused by the Merchant's misuse or unauthorized modification of the Software.
7. Payment and Taxes
7.1 Billing
The Merchant will be billed monthly through Shopify. Charges and payment details are outlined in the relevant schedule.
7.2 Taxes
All fees are exclusive of taxes. The Merchant is responsible for paying any applicable taxes.
8. Termination
Either party may terminate this Agreement with written notice if the other party breaches any material term and fails to remedy the breach within a specified period.
9. Governing Law
This Agreement is governed by the laws of the United States. Any disputes arising from it will be resolved through arbitration in accordance with American Arbitration Association rules.
By using PP services, the Merchant agrees to these terms and conditions.
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