Terms of Service

Welcome to ShoperPal. By accessing or using our marketplace platform at shoperpal.com ("Platform"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree, please do not use the Platform.

ShoperPal Inc. ("ShoperPal", "we", "us", or "our") operates an AI-powered e-commerce marketplace connecting KYB-verified manufacturers and suppliers ("Suppliers") with buyers ("Shoppers") in the United States.

These Terms apply to all users of the Platform, including Shoppers, Suppliers, and visitors. Separate sections below address the specific obligations and rights of Shoppers (Section 4) and Suppliers (Section 5).

You must be at least 18 years old to use the Platform. By creating an account, you represent and warrant that:

• You are at least 18 years of age.
• You have the legal capacity to enter into a binding agreement.
• You will use the Platform in compliance with all applicable laws and regulations.
• You are not located in a jurisdiction where use of the Platform is prohibited.
• For Suppliers: you are authorised to legally conduct business and sell the products you list.

To access certain features, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration.
• Maintain the security of your account credentials and not share your password.
• Promptly notify us at support@shoperpal.com of any unauthorised access.
• Accept responsibility for all activities that occur under your account.

We reserve the right to suspend or terminate accounts that provide false information, violate these Terms, or engage in fraudulent or abusive activity.

4.1 Purchases

When you place an order on ShoperPal, you are entering into a contract directly with the Supplier. ShoperPal acts as a marketplace facilitator and technology provider — we are not the seller of record unless explicitly stated.

4.2 Pricing & Availability

All prices are displayed in USD and are set by the Supplier. ShoperPal does not guarantee price accuracy and reserves the right to cancel orders placed at erroneous prices. Product availability is subject to change without notice.

4.3 Payment

All payments are processed securely through Stripe. By providing payment information, you authorise us to charge the total order amount including any applicable taxes. Your payment is held in escrow until delivery is confirmed — see Section 6 for full escrow terms.

4.4 Order Cancellation

Orders may be cancelled within 1 hour of placement for a full refund. After the Supplier begins processing (status: Processing), cancellation is at the Supplier's discretion. Once shipped, cancellation is not available — you must request a return.

4.5 Returns & Refunds

Shoppers may request a return within 30 days of delivery for eligible items. The Supplier reviews and approves or rejects return requests within 2 business days. Approved refunds are processed within 5–10 business days to your original payment method. Return shipping costs are borne by the Shopper unless the item is defective or incorrectly described.

4.6 Loyalty Points

Shoppers earn 1 loyalty point per $1 spent on completed orders. Points can be redeemed at checkout for discounts. Points have no cash value, expire after 12 months of account inactivity, and are forfeited if the account is closed.

4.7 Referral Programme

Shoppers may refer friends using a unique referral link. When a referred user completes their first order of $20 or more, both parties receive $5 in account credit. Credits expire 90 days after issue and are non-transferable.

5.1 KYB Verification

All Suppliers must complete our Know Your Business (KYB) verification before listing products or receiving payouts. This process requires:

• Valid government-issued business registration documents
• Identity verification for the account holder or authorised representative
• A valid business bank account connected via Stripe Connect
• A business address and contact information

ShoperPal reserves the right to reject or revoke Supplier status if documentation is found to be false, incomplete, or if business practices violate these Terms.

5.2 Product Listings

Suppliers are solely responsible for:

• The accuracy of product titles, descriptions, images, pricing, and stock levels
• Ensuring products comply with all applicable US federal, state, and local laws
• Maintaining product safety standards and providing required warnings or certifications
• Updating listings to reflect price changes, availability, or product modifications

Listings that are found to be misleading, inaccurate, or non-compliant may be removed without notice.

5.3 Prohibited Products

The following are strictly prohibited on ShoperPal:

• Counterfeit, replica, or trademark-infringing goods of any kind
• Weapons, firearms, ammunition, or related accessories
• Controlled substances, prescription drugs, or drug paraphernalia
• Adult or sexually explicit content without appropriate platform approval
• Products recalled by the CPSC or any other regulatory body
• Live animals or endangered species products
• Stolen goods or items obtained illegally
• Any item prohibited by US federal or state law

Violation of this section may result in immediate account suspension, product removal, and referral to relevant authorities.

5.4 Order Fulfilment Obligations

Suppliers commit to:

• Acknowledge and begin processing orders within 24 hours of receipt
• Ship orders within the stated handling time (maximum 5 business days unless otherwise disclosed)
• Provide valid tracking information upon shipment
• Communicate proactively with Shoppers in case of delays or stock issues
• Respond to Shopper messages and return requests within 2 business days

Failure to meet fulfilment obligations may result in order cancellation with full refund to the Shopper, account warnings, or suspension.

5.5 Supplier Representations & Warranties

By listing products, Suppliers represent and warrant that:

• They have full legal right and authority to sell the listed products
• Products are not infringing any patent, copyright, trademark, or other IP right
• Products meet all applicable safety standards and regulations
• Product descriptions are truthful and not misleading
• They will honour all stated warranties and return policies

5.6 Supplier Account Suspension

ShoperPal may suspend or terminate a Supplier account for:

• Listing prohibited products
• Sustained poor order fulfilment (below 90% on-time rate)
• Excessive customer disputes or chargebacks (above 2% rate)
• Fraud, misrepresentation, or KYB violations
• Circumventing platform payments by transacting off-platform

Suspended Suppliers may appeal within 14 days by contacting suppliers@shoperpal.com. Pending payouts will be held during investigation.

6.1 Escrow Protection

ShoperPal uses an escrow model to protect both parties. When a Shopper pays for an order, funds are held securely by Stripe and are not released to the Supplier until:

• The Shopper confirms delivery, or
• 7 days have passed since the carrier marks the order as delivered with no dispute filed

6.2 Chargebacks & Disputes

If a Shopper files a payment dispute (chargeback) with their bank, the affected order will be placed on hold and the Supplier notified. ShoperPal will cooperate with the dispute resolution process. Suppliers with chargeback rates exceeding 2% of transactions may face account review.

6.3 Payment Processing

All payments are processed by Stripe. By using ShoperPal, you agree to Stripe's Terms of Service. ShoperPal does not store card details — all payment data is handled by Stripe's PCI-DSS certified infrastructure.

7.1 Platform Fee

ShoperPal charges Suppliers a platform fee of 8% on the gross transaction value of each completed order (excluding taxes and shipping). This fee covers platform operations, payment processing, fraud protection, and customer support.

7.2 Payout Schedule

Supplier payouts are processed via Stripe Connect within 7 business days of delivery confirmation. Payouts may be delayed if:

• The order is under a return or dispute review
• The Supplier's bank account details are unverified or incorrect
• The account is under investigation for policy violations

7.3 Refund Deductions

If an order is refunded after the payout has been processed, ShoperPal will recover the refunded amount from the Supplier's next payout or directly debit the connected bank account.

7.4 Taxes

Suppliers are solely responsible for determining and paying all applicable taxes on their sales. ShoperPal may collect and remit sales tax in applicable US states as a marketplace facilitator. Suppliers must provide a valid W-9 (US) or W-8BEN (international) for tax reporting purposes.

8.1 ShoperPal IP

The ShoperPal platform, including its name, logo, design, software, AI systems, and content created by us, is owned by ShoperPal Inc. and is protected by copyright, trademark, and other intellectual property laws. You may not copy, reproduce, or create derivative works without our written consent.

8.2 User Content Licence

By uploading content to the Platform (product images, descriptions, store logos, reviews, Q&A responses, etc.), you grant ShoperPal a non-exclusive, royalty-free, worldwide, sublicensable licence to use, display, reproduce, and distribute such content for:

• Operating and improving the Platform
• Marketing and promotional purposes (e.g., featuring products in ads)
• AI model training related to the Platform's features

You retain ownership of your content and can remove it by deleting the relevant listing or account. We may retain cached or archived copies for a reasonable period after deletion.

8.3 DMCA / Copyright Complaints

If you believe content on the Platform infringes your copyright, please send a DMCA notice to legal@shoperpal.com with the required information. We will respond promptly.

All users (Shoppers and Suppliers) agree not to:

• Use the Platform for any unlawful purpose or in violation of these Terms
• Engage in fraudulent transactions, fake orders, or chargeback abuse
• Scrape, crawl, or use automated tools to access the Platform without written permission
• Attempt to gain unauthorised access to any system, account, or data
• Post false, misleading, defamatory, or incentivised reviews
• Circumvent our payment system by transacting off-platform to avoid fees
• Harass, threaten, or intimidate other users
• Impersonate another person, business, or ShoperPal staff
• Introduce malware, viruses, or harmful code to the Platform
• Use the Platform to send unsolicited communications (spam)

THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

SHOPERPAL DOES NOT GUARANTEE THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

SHOPERPAL IS NOT RESPONSIBLE FOR THE QUALITY, SAFETY, LEGALITY, AUTHENTICITY, OR AVAILABILITY OF PRODUCTS LISTED BY SUPPLIERS. ALL TRANSACTIONS ARE BETWEEN SHOPPERS AND SUPPLIERS DIRECTLY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHOPERPAL'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE TOTAL FEES PAID BY YOU TO SHOPERPAL IN THE 3 MONTHS PRECEDING THE CLAIM.

SHOPERPAL SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.1 Shopper–Supplier Disputes

For disputes between Shoppers and Suppliers (e.g., item not as described, non-delivery), ShoperPal provides a mediation service. Contact support@shoperpal.com within 30 days of the issue. ShoperPal's decision is non-binding but will inform escrow release decisions.

11.2 Disputes with ShoperPal

Any dispute between you and ShoperPal Inc. arising from these Terms shall first be attempted to be resolved through good-faith negotiation. If not resolved within 30 days, the dispute shall be settled by binding arbitration under the American Arbitration Association rules, seated in Delaware.

You waive any right to participate in a class action lawsuit or class-wide arbitration against ShoperPal.

These Terms are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to conflict of law principles. You consent to the exclusive jurisdiction of courts located in Delaware for matters not subject to arbitration.

We may modify these Terms at any time. We will notify you of material changes by email and a prominent notice on the Platform at least 14 days before changes take effect. For Suppliers, changes to fee structure will be communicated at least 30 days in advance. Continued use of the Platform after changes constitutes acceptance of the revised Terms.

For questions about these Terms, please reach out: