End User License Agreement

This End User License Agreement ("Agreement") is a legal agreement between you ("User," "you," or "your") and Moonray Ventures, LLC ("ShopLead," "we," "us," or "our"), governing your access to and use of the ShopLead production management platform, including all associated software, applications, APIs, and services (collectively, the "Service"). By accessing or using the Service, you agree to be bound by this Agreement. If you do not agree, do not use the Service.

1. Grant of License

Subject to your compliance with this Agreement and timely payment of applicable fees, ShopLead grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business operations during the subscription term.

2. Restrictions

You may not, directly or indirectly:

• Copy, modify, adapt, translate, or create derivative works of the Service or any part thereof;
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service;
• Sell, resell, sublicense, rent, lease, transfer, assign, or otherwise exploit the Service for any third party's benefit;
• Remove or alter any proprietary notices, labels, or marks on the Service;
• Use the Service to build a competitive product or service, or benchmark the Service for competitive purposes;
• Use the Service in any way that violates applicable law or regulation, or infringes the rights of any third party;
• Circumvent or attempt to circumvent any access controls, security features, or usage limits of the Service.

3. Accounts and Access

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify ShopLead immediately of any unauthorized use of your account. ShopLead reserves the right to suspend or terminate accounts that violate this Agreement.

4. Ownership and Intellectual Property

ShopLead and its licensors retain all right, title, and interest in and to the Service, including all intellectual property rights therein. This Agreement does not convey to you any ownership interest in the Service. Any feedback, suggestions, or ideas you provide regarding the Service may be used by ShopLead without restriction or compensation.

5. Your Data

You retain ownership of the data, content, and information you submit to the Service ("Your Data"). By using the Service, you grant ShopLead a worldwide, royalty-free license to host, store, process, transmit, and display Your Data solely as necessary to provide and improve the Service.

In addition, you grant ShopLead the right to use, process, aggregate, and analyze anonymized and de-identified data derived from Your Data — data from which all personally identifiable information has been removed or obscured — for any commercial, analytical, product development, or research purpose, including sharing such anonymized data with third parties or publishing insights derived therefrom. ShopLead will not sell or disclose Your Data in a form that identifies you or your business without your prior written consent.

6. Third-Party Integrations

The Service may integrate with third-party platforms (e.g., Shopify, QuickBooks, WooCommerce). Your use of those integrations is subject to the terms and privacy policies of the respective third parties. ShopLead is not responsible for the availability, accuracy, or conduct of third-party services.

7. Fees and Payment

Access to certain features of the Service requires payment of subscription fees as described on our pricing page. All fees are non-refundable except as expressly stated in writing by ShopLead. ShopLead may modify fees upon reasonable notice, and continued use of the Service following notice constitutes acceptance of the new fees.

8. Term and Termination

This Agreement is effective as of the date you first access the Service and continues until terminated. Either party may terminate this Agreement upon notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice. ShopLead may also suspend or terminate your access immediately for non-payment or violation of Sections 2 or 5. Upon termination, your license to use the Service immediately ends, and ShopLead may delete Your Data in accordance with our data retention policies.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. SHOPLEAD DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ANY ERRORS WILL BE CORRECTED.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SHOPLEAD OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION — ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHOPLEAD'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SHOPLEAD IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless ShopLead and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses — including reasonable attorneys' fees — arising out of or in any way connected with your access to or use of the Service, your violation of this Agreement, or your infringement of any third-party rights.

12. Governing Law and Disputes

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of law principles. Any dispute arising out of or related to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, conducted in English. You waive any right to participate in a class action lawsuit or class-wide arbitration.

13. Modifications

ShopLead may modify this Agreement at any time by posting the revised version on our website and updating the "Last Updated" date. Your continued use of the Service after the effective date of any modification constitutes your acceptance of the updated Agreement. We encourage you to review this Agreement periodically.

14. General

This Agreement constitutes the entire agreement between you and ShopLead with respect to the Service and supersedes all prior or contemporaneous agreements. If any provision is found unenforceable, the remaining provisions shall remain in full force. ShopLead's failure to enforce any provision is not a waiver of its right to do so in the future.