LimeSpot Customer Terms of Service

Welcome to LimeSpot!

1. General.

1.1 Legal Agreement. This Customer Terms of Service Agreement ("Agreement") is a legal contract between you and LimeSpot Solutions Inc., including its affiliates (collectively "Company," "LimeSpot," "we," "us," or "our"), establishing terms for your use of: (i) LimeSpot Personalizer, Approach, Intelligent Product Recommendation, Dynamic Merchandizer, LimeSpot API Platform, and related apps or APIs ("Plug-in(s)"); (ii) online or offline services including technical support, consulting, and LimeSpot Premium Services ("Services"); (iii) your LimeSpot account ("Account"); (iv) related client software and documentation ("Software"); and (v) websites providing access to these offerings ("Website"). Collectively, these constitute the "Products."

1.2 Acknowledgment. You represent that you have legal capacity to enter contracts. If signing on behalf of an entity, you confirm authority to bind that entity. Individual users must be at least 18 years old. Those entering agreements on behalf of minors confirm necessary authority and understanding of the Privacy Policy and this Agreement.

1.3 Acceptance. By accessing, downloading, or using the Products, you accept all Agreement provisions without modifications. Disagreement with any terms prohibits product use. Access may be denied without notice for non-compliance.

1.4 Amendments to Agreement. The Company reserves rights to modify this Agreement, Privacy Policy, or other terms periodically. Reasonable notice attempts will be made through posted updates and Account notifications, though formal notice is not required. Continued product use after amendments constitutes acceptance. Users disagreeing with amendments must cease using Products.

1.5 Contact [email protected] regarding Agreement inquiries.

2. The Company, You, Your Shoppers, and Their Data.

2.1 Data Controller and Processor Relationship. You acknowledge serving as data controller over information acquired through your e-Commerce Platform, with the Company functioning as processor. This Agreement authorizes the Company to provide Services, accessing certain Shopper data. The Company operates the Services through your website, online application, or networked e-Commerce platform ("e-Commerce Platform"). The Company maintains no direct contact with or control over end customers ("Shoppers") using your platform. The Company may utilize transaction information and Shopper data to enhance Services, develop products, and create features, consistent with the Privacy Policy.

2.2 Compliance Obligations. You must obtain Shopper consents complying with applicable laws, providing hyperlinked access to the LimeSpot Privacy Policy. You warrant compliance with all applicable laws regarding Shopper data collection via your e-Commerce Platform. The Company bears no liability for your non-compliance with data laws, and you agree to indemnify the Company for violations resulting from your acts or omissions in collecting or processing Shopper data before, independent of, or concurrent with Services.

2.3 e-Commerce Platforms and Children. LimeSpot Products and Services are not designed for commercial sales to or activities with individuals under 18. Your e-Commerce Platforms must not target minors, and you commit to implementing reasonable technological and administrative safeguards preventing such use.

2.4 Account. To access Services and Software, you must create an Account with a valid email address. You bear responsibility for all Account activities, regardless of who performs them. Notify the Company immediately of unauthorized access or compromised Account information.

2.5 Account Information. Upon creating an Account, provide truthful information including name, business address, password, and valid email ("Account Information"). Maintain accurate, current information and notify [email protected] of changes. Providing false information constitutes a material Agreement breach.

2.6 Support. Support services require an active LimeSpot Account. Services are provided through LimeSpot's Help Desk portal or email to Account-associated addresses. Direct support requests to [email protected].

2.7 Administrators. You assume responsibility for any action occurring with your Account, including those by employees, agents, representatives, or permitted contractors ("Administrators"). You must ensure Administrators comply with Agreement obligations and maintain consistent terms with your own agreements. You bear full responsibility and liability for Administrator actions or omissions. Terminate Administrator access immediately upon discovering Agreement violations.

3. Changes.

3.1 Modifications to Products. The Company may modify, discontinue, or add Products, services, tools, features, or functionalities periodically.

4. Payment and Fees.

4.1 LimeSpot Plan. Subscription fees in US Dollars plus applicable Taxes ("Plan Fees") are calculated according to your LimeSpot Plan. Pricing appears on the e-Commerce platform where Products install, subject to alternative written agreements.

4.2 Fees and Billing Cycles. The Company calculates and bills fees ("Plan Fee") for Products on 30-day billing cycles, calculated from Account creation or Product access date, or when Trial Plans convert to Paid Services ("Billing Cycle"). More frequent billing may occur at company discretion. Initial Billing Cycles begin upon Account creation; Trial Billing Cycles begin upon conversion to Paid Service. Monthly anniversaries of Account creation establish subsequent Billing Cycle start dates (for example, January 5th Account creation establishes billing 30 days later, then monthly thereafter).

4.3 Payment. You pay Plan Fees through the e-Commerce platform, credit card, or alternative supported payment methods. All Plan Fees are due in advance—the first payment when creating Accounts or upon Trial conversion—with subsequent payments due on each Billing Cycle's first day. All payments occur without setoff, counterclaim, deduction, or withholding. New Product or feature fees become effective upon website or Account posting, unless expressly stated otherwise.

4.4 Increases. The Company may increase Plan Fees or add charges with minimum 14 days' advance notice.

4.5 Payment Gateway. Your LimeSpot Account must process payments through active payment gateways, and you must comply with their terms. Non-compliance immediately suspends your Account and Products access, constituting material Agreement breach.

4.6 Taxes. Plan Fees and related charges exclude applicable federal, provincial, state, or governmental sales, goods and services, harmonized, VAT or other governmental taxes, duties, or fees ("Taxes"). Provide information reasonably requested determining tax obligations, including GST, HST, PST, or VAT numbers. If law requires deductions or withholding, notify the Company and pay additional amounts ensuring net receipts equal amounts before deductions.

4.7 Other Taxes. You assume responsibility for all applicable Taxes including GST, HST, PST, VAT, and local sales taxes based on your billing address.

4.8 No Refunds. Except as required by applicable law, the Company provides no refunds for paid fees, Plan Fees, or charges for Products used according to your Plan or related to Plan changes.

5. Intellectual Property.

5.1 LimeSpot Intellectual Property. The Company owns and reserves all right, title, and interest in Products. You may not use Product names, trademarks, logos, or graphics without written permission. Products contain copyrighted, proprietary, and trade secret material.

5.2 Patent, Copyright, Trademark Notices and Third-Party Software Licenses. The Company designed and programmed Products, subject to applicable Copyright law, with all Company Copyright and intellectual property rights reserved as provided herein. Registered and unregistered LimeSpot trademarks and service marks are Company property ("Trademarks"). Products may contain third-party trademarks and marks. You receive no rights or licenses regarding Trademarks or third-party marks.

5.3 Data and Databases. The Company owns all data collected using Products ("Collected Data"), except where prior ownership rights or applicable law preclude Company title. The Company owns all data generated, calculated, or derived from Collected Data and Customer Provided Data used by or provided to Products ("Calculated Data"). Except as licensed in Section 6, the Company reserves all Collected and Calculated Data rights.

6. License Granted by the Company.

6.1 Grant of License. Subject to Agreement compliance and the Privacy Policy, the Company grants you a limited, non-exclusive, non-transferable, revocable license accessing and using Products consistent with Agreement terms. The Company reserves all unexpressed rights to the fullest extent. Any Product use not expressly permitted herein is prohibited.

6.2 Restrictions. You will not use Products beyond Agreement permissions. Specifically, you will not: (a) reproduce, transmit, display, or distribute materials infringing third-party intellectual property rights without express written Company permission; (b) violate Agreement terms; (c) disassemble, decompile, reverse-engineer Products, or derive source code; (d) copy, modify, or create derivative works except as expressly permitted; (e) avoid charges, fees, or Taxes; (f) disclose Software contents to third parties; or (g) enable third parties performing these acts.

6.3 Inconsistent Licensing Prohibited. Subject to this Agreement, you may use Products with or supporting your offerings and third-party services, apps, websites, platforms, or online offerings ("Associated Offering"). Associated Offering terms must not conflict with or cause Agreement breaches, including Privacy Policy compliance.

6.4 License is Conditional. Products are Company property protected by US, Canadian, and foreign intellectual property laws and international treaties. All granted licenses are conditional on Agreement and applicable law compliance, terminating immediately upon non-compliance.

7. Acceptable Use.

7.1 Acceptable Use Policy. Your Product use is subject to the Acceptable Use Policy (updated periodically), incorporated as Agreement part.

7.2 Use of Collected and Calculated Information. All Collected Data collected by Products or provided to Products must have been collected and used complying with this Agreement, the Privacy Policy, and applicable privacy, data protection, and intellectual property laws.

8. Service Interruptions.

8.1 Service Interruptions. Product access may suspend during unanticipated downtime or unavailability from any cause, including power outages or system failures. The Company may suspend Account portions or all access for: (i) scheduled maintenance or modifications during lower-use periods (unobligated to schedule); (ii) denial of service attacks or events creating service or customer risk; (iii) legal or regulatory prohibition; or (iv) Agreement violations ("Service Suspensions"). The Company bears no liability for Service Interruptions or Suspensions causing loss or damage.

8.2 Notice of Interruptions. The Company will endeavor posting Service Suspension updates on Accounts, Websites, or social media when able, though updates are not guaranteed.

9. Security.

9.1 Security. You sole-handedly maintain confidentiality of Account email and password, restrict password access, and properly configure Products. You assume responsibility for all Account activities.

9.2 No Security Guarantee. The Company endeavors using reasonable security measures against unauthorized Account access, maintaining redundant, distributed systems and ongoing confidentiality, integrity, availability, and resilience measures. Systems and Shopper Data security measures undergo routine testing or assessment. The Company cannot guarantee absolute Account, Account Information, or collected data security, nor prevent illegal third-party hacking. Both parties agree to immediately notify each other within 72 hours of unauthorized Account use, Collected Data breaches, security breaches, or data loss, accepting all risks of unauthorized access to Accounts, Account Information, Collected Data, and other provided information, including personal data not collected per the Privacy Policy or applicable legislation.

9.3 Encryption. Account Information (excluding credit card numbers) may transfer unencrypted over networks and may be changed, modified, or adapted for transmission technical requirements.

10. Data Protection, Rights, Risks, and Accountability.

10.1 Customer Data. Collected Data may include customer personal information collected (i) through your e-Commerce Platform and provided to the Company; and (ii) directly by you or third parties from prior or independent collection with authorization for Company disclosure ("Customer Provided Data"). Customer Provided Data includes Collected Data uniquely associated with or identifying Shoppers. The Company may utilize transaction information and Customer Provided Data improving Services, products, and developing features, consistently treating all Customer Provided Data per the Privacy Policy.

10.2 Privacy Policy Incorporated. Product use and third-party personal data collection and provision are subject to the Privacy Policy (updated periodically), incorporated as Agreement part.

10.4 Your Data Protection Obligations. You acknowledge and agree that processing Customer Provided Data obtained through you, your e-Commerce Platform, or third parties on your behalf complies with all applicable data protection and privacy laws, treating all such data consistently with applicable data protection and privacy laws.

10.5 Data Protection Officer. Direct data treatment questions to [email protected].

10.6 Breach Consequences. Section 10 breaches constitute material Agreement breaches. You assume responsibility, are liable for resulting damages, and will indemnify the Company per Section 14.6 for applicable data privacy law violations and unlawful acts or omissions in Customer Provided Data collection and Company disclosure, to the extent such failures or omissions relate to Collected Data obtained through your e-Commerce Platform and are not Company-contributed.

10.7 Lawful Disclosures. The Company may cooperate with and disclose Account Information to authorities, government officials, or third parties without notice in connection with investigations, proceedings, or claims arising from asserted illegal actions or infringement.

10.8 Cookies. Your use of LimeSpot or your own cookies and related technologies (cookies, pixel tags, web beacons) on Shopper and end devices, whether with LimeSpot Products, your website, platform, app, or combination thereof, must comply with the Privacy Policy and applicable law, including the US CAN-SPAM Act, Canadian Anti-Spam Legislation, or related software or information installation laws. Store customers acknowledge LimeSpot Products may use cookies or related technologies.

10.9 Email. You may not collect, use, or disclose third-party email addresses or information as Customer Provided Data for commercial electronic messages collected through LimeSpot Products associated with your website, platform, app, or offering except consistent with the Privacy Policy and applicable law, including the US CAN-SPAM Act, Canadian Anti-Spam Legislation, or related electronic message, data collection, or privacy laws.

11. Feedback.

11.1 Feedback. Should you communicate Product improvement suggestions ("Feedback"), the Company owns all right, title, and interest in Feedback and may use Feedback without restriction, regardless of confidentiality designations. You irrevocably assign all Feedback right, title, and interest to the Company and waive all moral rights in Feedback, providing necessary assistance documenting and maintaining Company rights. You acknowledge: (a) Feedback contains no confidential or proprietary information; (b) Company has no confidentiality obligation regarding Feedback; (c) Company may use, disclose, or decline using or disclosing Feedback for any purpose, any way, any media worldwide; and (d) you receive no compensation or reimbursement.

12. Suspension.

12.1 Generally. The Company may immediately suspend your or End Users' Account or Product access upon determining: (a) use poses security risks to Products or third parties, adversely impacts Products or systems, subjects the Company or third parties to liability, or may be fraudulent; (b) you or End Users breach this Agreement or applicable law; (c) you have ceased ordinary operations, made creditor assignments, or become subject to bankruptcy, reorganization, liquidation, or similar proceedings.

12.2 Effect of Suspension. Account or Product suspension suspends: (a) fee credits for suspension periods; and (b) your responsibility for all accrued fees and charges through suspension, except elsewhere specified. Suspension rights supplement termination rights under Section 13 and other remedies.

13. Term and Termination.

13.1 Term. Unless otherwise written or electronically agreed, this Agreement is effective from earliest Product access, use, download, or Account creation until termination ("Term"). Annual Plan customers' Terms remain effective through full annual completion regardless of earlier termination attempts.

13.2 Termination by You. Unless otherwise written or electronically agreed, you may terminate this Agreement anytime by notifying [email protected]. Termination effectiveness dates from Company notification receipt.

13.3 Termination by the Company for Convenience. Unless otherwise written or electronically agreed, the Company may terminate this Agreement at sole discretion, immediately upon notice, whether for convenience or breach.

13.4 Effect of Termination. Upon termination, all your Agreement rights terminate immediately and the Company deletes your Account. You remain responsible for outstanding fees, charges, and applicable Taxes from notice. You must remove LimeSpot functionality from your website, app, or platform, remaining responsible for post-termination Shopper information collection or Company disclosure acts or omissions resulting from LimeSpot functionality non-removal.

13.5 Surviving Obligations. Agreement provisions surviving expiration or termination include Sections 1, 2, 4, 5, 10, 13, 14, and 16. Termination does not relieve pre-termination obligations or limit resulting liabilities, including indemnification obligations.

14. DISCLAIMERS.

14.1 "AS IS" BASIS. PRODUCTS ARE PROVIDED "AS IS." ANY PRODUCT USE OR CALCULATED DATA OR OUTPUT RELIANCE IS YOUR OWN RISK. TO MAXIMUM APPLICABLE LAW EXTENT, THE COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, AVAILABILITY, PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT WARRANTIES, AND ANY COURSE OF DEALING OR TRADE USAGE WARRANTIES. THE COMPANY MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES THAT PRODUCTS ARE FREE FROM LOSS, DESTRUCTION, SERVICE LOSS, UNAVAILABILITY, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR SECURITY INTRUSIONS, DISCLAIMING RELATED LIABILITY. THE COMPANY MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES THAT PRODUCT USE OR RESULTS ARE OR WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED, OR ERROR-FREE. NO ORAL OR WRITTEN COMPANY INFORMATION OR ADVICE CREATES WARRANTIES; NO ONE MAY RELY ON SUCH INFORMATION OR ADVICE.

14.2 THIRD-PARTY CONTENT. THE COMPANY IS NOT RESPONSIBLE AND ASSUMES NO LIABILITY FOR THIRD-PARTY CONTENT.

14.3 LIMITATION OF LIABILITY. THE COMPANY WILL NOT BE LIABLE TO YOU FOR INDIRECT, DIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, AGGRAVATED, OR OTHER DAMAGES (INCLUDING DATA LOSS, PROFIT LOSS, BUSINESS INTERRUPTION, FILE CORRUPTION, BUSINESS INFORMATION LOSS, OR OTHER PECUNIARY LOSS) EVEN IF COMPANY WAS ADVISED OF SUCH DAMAGE POSSIBILITIES. THE COMPANY WILL NOT BE RESPONSIBLE FOR COMPENSATION, REIMBURSEMENT, OR DAMAGES FROM: (A) PRODUCT INABILITY TO USE, INCLUDING FROM (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR ACCOUNT OR PRODUCTS ACCESS, (II) PRODUCTS DISCONTINUATION, OR (III) SERVICE SUSPENSIONS OR UNANTICIPATED DOWNTIME FROM ANY CAUSE INCLUDING POWER OUTAGES OR SYSTEM FAILURES; (B) SUBSTITUTE GOODS OR SERVICES PROCUREMENT COSTS; (C) INVESTMENTS, EXPENDITURES, OR COMMITMENTS RELATING TO THIS AGREEMENT OR PRODUCT USE; OR (D) UNAUTHORIZED ACCESS, ALTERATION, DELETION, DESTRUCTION, DAMAGE, LOSS, FAILURE, OR STORAGE INABILITY REGARDING YOUR USER-SUBMITTED OR OTHER CONTENT OR DATA.

14.4 TOTAL LIABILITY. THE COMPANY'S TOTAL LIABILITY TO YOU UNDER ANY AGREEMENT PROVISION IS LIMITED. COMPANY LIABILITY IS LIMITED TO AMOUNTS YOU ACTUALLY PAID THE COMPANY UNDER THIS AGREEMENT FOR THE PRODUCT GENERATING THE CLAIM DURING THE TWO MONTHS PRECEDING THE CLAIM.

14.5 APPLICATION OF LIMITATIONS. LIABILITY AND DAMAGES EXCLUSION LIMITATIONS APPLY TO ALL CAUSES OF ACTION REGARDLESS OF CAUSE, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER LIABILITY THEORIES.

14.6 INDEMNITY. You will, consistent with Section 14.7, indemnify, defend, and hold harmless the Company, subsidiaries, affiliates, and all present and former officers, members, shareholders, directors, employees, agents, successors, heirs, and assignees from and against any losses, liabilities, claims, costs, damages, and expenses (including reasonable attorneys' fees, disbursements, and administrative or court costs) ("Losses") paid or incurred regarding third-party claims from (a) your Agreement breach, (b) your Section 10 breach or applicable privacy and data protection law violation, (c) your third-party intellectual property rights infringement, (d) claims, liabilities, or obligations per Section 15.6, (e) your Account or Products use or misuse, or (f) other acts or omissions constituting gross negligence or willful misconduct.

14.7 Indemnifying Party Rights and Obligations. Promptly inform the Company of any filed or anticipated suit or proceeding against you and/or the Company qualifying for Company indemnification. You may direct defense and settlement of such claims with counsel of your choosing, providing the Company reasonable information and settlement assistance at your expense. The Company may participate (but not control) defense at its expense, without obligation. You may not settle actions without Company written consent.

15. General.

15.1 Your Equipment. You are responsible for obtaining and maintaining equipment or services needed connecting to, accessing, or using Accounts or Products, including modems, hardware, software, and telephone service.

15.2 Third-Party Service Providers. You acknowledge the Company uses third-party vendors and hosting partners providing necessary hardware, software, networking, storage, and related technology for Services operation.

15.3 Export Compliance and Restrictions. In Product use, you will comply with all applicable export, import, and re-export control laws and regulations. You will not provide Customer Collected Data or information subject to applicable export, import, and re-export control laws without prior Company written consent.

15.4 Governing Law. This Agreement is governed by California State law, excluding choice or conflict of law provisions and the United Nations Convention on Contracts for the International Sales of Goods and implementing legislation. Claims or disputes arising from this Agreement or disclosed Confidential Information may only be brought in San Francisco, California courts. Parties irrevocably consent to such court jurisdiction and irrevocably waive (a) inconvenient forum defenses, (b) venue objections based on party residence or domicile, and (c) jury trial rights to the extent permitted by law.

15.5 Equitable Remedies. Agreement rights and obligations are unique and irreplaceable; their loss would irreparably harm the Company and cannot be compensated by monetary damages alone. The Company is entitled to injunctive or other equitable relief (without bond, surety, or damage proof requirements) for any breach or anticipatory breach. You irrevocably waive rights seeking injunctive or equitable relief or enjoining Services operation or related materials or content.

15.6 No Partnership. This Agreement creates no agency, partnership, joint venture, or employment, and you have no authority binding the Company. You will indemnify the Company per Section 14.6 for Losses from employee, contractor, agent, or representative agency, partnership, joint venture, or employment claims based on alleged relationships from this Agreement.

15.7 Notices. The Company may send notices regarding Products or this Agreement by email to your Account email address. You may provide Company notices by emailing [email protected]. Unless otherwise stated, notices become effective immediately upon delivery.

15.8 No Waiver. No Company failure or delay in right enforcement or remedy exercise constitutes waiver of any right or remedy.

15.9 Assignment. You may not assign this Agreement or obligations to any person without Company prior written consent. Such assignment or transfer violations are void. Subject to these restrictions, this Agreement binds and benefits parties and their respective successors and assigns.

15.10 No Third-Party Beneficiaries. This Agreement creates no third-party beneficiary rights in non-parties.

15.11 Severability. If any Agreement provision or portion is unenforceable or invalid, parties agree modification is permitted preserving as much enforceability or validity as possible. Such unenforceability or invalidity will not affect remaining provision enforceability or validity and will be severable from the remaining Agreement.

15.12 Entire Agreement. This Agreement, including explicitly incorporated portions like the Privacy Policy and Acceptable Use Policy, constitutes the complete exclusive statement between you and the Company, superseding proposals, prior agreements, and communications relating to subject matter, unless you and the Company explicitly agree otherwise in writing through addendums.

15.13 ACKNOWLEDGEMENT. YOU ACKNOWLEDGE HAVING READ, UNDERSTOOD, AND ACCEPTING AGREEMENT TERM OBLIGATION. YOU FURTHER ACKNOWLEDGE THIS AGREEMENT REPRESENTS COMPLETE EXCLUSIVE STATEMENTS BETWEEN YOU AND THE COMPANY, SUPERSEDING PROPOSALS, PRIOR AGREEMENTS, AND COMMUNICATIONS, SUBJECT TO SECTION 15.12.

Related Documents: Privacy Policy | Acceptable Use Policy