Member System Terms of Services
Updated on and effective as of March 26, 2025
1. ABOUT Member System
1.1 Information About Member System.
We own and/or operate: https://www.shopline.com/crm ("Website"); and such other websites and mobile applications through which we render Services to you from time to time (together with the Website, "Member System"）.
In this Agreement, "we" or "us" refer to the applicable Member System Contracting Party as defined in the section headed "Member System Contracting Party"，the operator of the software product Member System.
In these Terms and Conditions (the "Agreement")， "we"，"us" and the Software Product "Member System" are collectively referred to as "Member System".
1.2 Description Of Member System Services.
We offer our Member System users, among other things, a full-featured product and marketing channel that allows them to engage, manage and reward their End-User members (the "End-Users" refer to customers, clients and other parties that have direct relationships with you and with whom you directly interact or indirectly interact through your online stores ) through the various marketing tools, including but not limited to loyalty and referral activities ("Services"). Any new or additional Services we launch from time to time shall also be subject to the Agreement.
2. ACCEPTANCE
2.1 Before you may become a user of Member System, you must read and accept all of the terms and conditions in, referenced or linked to, these Agreements including but not limited to the SHOPLINE Terms: https://www.shopline.com/terms ("SHOPLINE Terms") and Member System Privacy Policy ("Privacy Policy"). As you read these Agreement, you should also access and read all of the linked information in its entirety. In particular the clauses that have a significant interest related to you, such as exemption or mitigation of liability (especially clauses that are bold and underlined to remind users), legal application and dispute resolution clauses, etc.
2.2 By using Member System whether via the Website or any of the Services, you agree to be bound by the Agreement relating to, among others, your use of the information, software, products, and services contained in or made available on the Member System. These Agreements govern any use of Member System as a guest or as a fee-paying member. These Agreement may be updated and/or amended from time to time without notice. You will need to accept any updated Agreement to continue using Member System. By accepting the Agreement, you agree that to be bound by these Agreement and the Privacy Policy will apply whenever you use the provided on Member System. These Agreements apply to any of our domains and sub-domains.
2.3 You must first have a SHOPLINE account in order to register an account and using our Services. While you may access the Services through another platform, such as a platform with which the Platform is integrated, this Agreement nonetheless applies to your use of our Services.
IF YOU DO NOT AGREE TO THE AGREEMENT, PLEASE DO NOT PROCEED TO USE OR ACCESS Member System OR THE SERVICES.
3. USAGE Member System
3.1 Contents
You understand, agree and accept that while you are using Member System, Member System as an online store membership management tool, does not initiate or direct any online transactions or information transmissions between you and your end users. Therefore you are solely responsible for your activities while you are using Member System, and all of the messages, text, data, information, graphics, images, photographs, profiles, audio, video, items, links and any other content (Collectively "Content") that you transmit, post through or display on Member System, either via Member System’s power or powered by other tools else. Besides, you shall be solely responsible for post Contents or items which fall into an inappropriate category or areas on Member System.
3.2 Prohibited Usage
While using Member System, and any bulletin board services, chat areas, communities, and/or other communication facilities designed to enable you to communicate with other users or the public at large ("Communication Services") you will not:
a. Transmit unsolicited, illegal or prohibited correspondence, such as spams;
b. Use purchased, rented or third party lists of email addresses;
c. Include in the Content any information that is false, inaccurate, misleading, defamatory, abusive, harassing, threatening, malicious, discriminatory, and libelous about any other person or other’s privacy; constitutes a part of a fraud; infringe any third-party’s rights, including copyrights, patents, trademarks, trade secrets or other proprietary or intellectual property rights; or is otherwise reasonably considered inappropriate;
d. Impersonate or imitate any individual, or falsely state or otherwise misrepresent your affiliation with any individual;
e. Include or transmit any code of a destructive nature that may damage, harmfully interfere with, surreptitiously intercept or expropriate any system, data or personal information, or impair the integrity or performance of the Services;
f. Harvest or otherwise collect any data or information (which may be personal or otherwise) about users without their consent.
Member System shall have the right, but not the obligation, to review and monitor all use of the Services to ensure compliance with the terms and conditions of this Agreement.
3.3 Third-Party Links and Integration
You understand and consent that, while providing services for you, Member System may from time to time direct you to third-party links (Collectively "Third-Party Links" ) or enable you to access materials that belonging to or originating from third parties; plus, you may from time to time elects to integrate your Member System with other third parties’ open source software either from SHOPLINE App store or outside SHOPLINE (Collectively "Third-Party Platforms" ). These links or materials may occasionally lead you to websites outside of Member System. Since we do not own or affiliate with these Third-Party Links or Third-Party Platforms, we do not represent or warrant, either explicitly or implicitly, the safety, accuracy, effectiveness, or any other risks associated with the services or materials provided through these links.
WE ARE NOT RESPONSIBLE FOR ANY COSTS, DAMAGES, LIABILITIES, HARMS, RISKS OF INJURIES THAT CAUSED, OR ARISE OUT OF YOUR CONDUCT AND ACTIVITIES WHEN YOU ACCESS THESE LINKS OR MATERIALS OR PLATFORMS.
If you choose to use Third-Party Services & Platforms, you also agree to be bound by the additional service-specific terms applicable to such services. Any use by you of Third-Party Services & Platforms offered or recommended through Member System is entirely at your own risk and discretion, and it is your responsibility to carefully review the terms and conditions and privacy policies of any Third-Party Services& Platforms. We do not provide any warranties or make any representations with respect to above all.
Plus, if you choose to integrate any Third-Party Platform as authorized by Member System, you hereby authorize us to (i) access and exchange Your Content and Your End-User data (including personally identifiable information) on the integrated Third-Party Platform on your behalf and authorization and (Ⅱ) if required by the integrated Third-Party Platform, retain your Content and/or End-User data for such time period and otherwise in accordance with the terms of the applicable Third-Party Platform, subject in each case to obligations under all applicable laws and regulations.
4. FEES AND REFUNDS
4.1 Unpaid Members
You can subscribe and use the basic features without pay the subscription fees.Plus, we may offer free trials of Member System and the Services from time to time. Unless otherwise explicitly specified, the Agreement and Privacy Policy shall apply to above such unpaid members .
4.2 Fees
From time to time, we may offer different subscription plans by ranks, and the subscription/membership fees applicable to you and other applicable fees and charges (i.e. the Resource Usage Fees) relating to your use of any other products or offered by us on Member System may vary from time to time (collectively the "Fees").
Subscription Fee is paid in advance and will be billed in monthly or (where applicable) annual intervals. Resource Usage Fees are calculated, billed and paid at a flat rate based on an accumulated order amounts of your online stores (where applicable) at a monthly basis or certain deductible thresholds as we deemed appropriate.
The Fees are exclusive of applicable sale, good and service taxes, fees or charges now in force or enacted in the future. All sums payable by you to us under the Agreement shall be free of any deductions or withholdings.
4.3 Payments
You may be required to keep a valid payment method on file with us to pay for all incurred and recurring Fees. Your subscription will automatically renew and you authorize us (without notice) to collect the then applicable Fees, using any valid payment source we have on record for you.
Where applicable, we will serve you notice or invoice of the Fees by posting to your admin panel or sending to your email address or by other means authorized by you. By using the Services, you agree to pay the applicable Fees within the period as specified in relevant invoices.
4.4 Upgrading and Refunds
You may elect to upgrade your subscription plan during or after you use of the Services, provided you pay in advance the shortfall payments between different subscription plan ranks("Upgrading"). Notwithstanding the foregoing,and without prejudice to any of its rights and remedies，the Upgrading is irreversible and any forms of degrading will not be accepted.
All Fees paid to us are non-refundable except as expressly set forth herein or otherwise indicated by us in writing. All late payments shall bear interest at the rate of one percent (1%) per month, calculated daily. We reserve the right to suspend part or all of the Services until all outstanding amounts and interests accrued thereon are paid in full.
5. TERMS AND TERMINATION
5.1 Termination by Member System
We will unilaterally terminate this Agreement and you will not be able to continue using the Member System Services if:
- you use the Services in violation of any applicable law or regulation or this term;
- you use the Services in an unauthorized, improper or fraudulent manner;
- your use of the Services adversely affects Member System's provision of the Services to others;
- an order by a competent court or other governmental agency prohibits Member System from providing the Services;
- there is a denial-of-service attack or any other event that, in Member System's sole discretion, may pose a risk to the Services or any other You if the Services are not suspended;
- Member System does not receive any payment under this Term before the expiration of the Services;
- other circumstances that, in Member System's sole discretion, requires termination of this Term. Member System shall not be liable for any damages, liabilities, or losses resulting from the suspension, limitation, or termination of your right to use the Services under this section.
Notwithstanding the foregoing,and without prejudice to any of its rights and remedies Member System may have herein, Member System may suspend or terminate your Member System account if we suspect that you have engaged in fraudulent or improper activities.
5.2 Termination by You
You may terminate your Member System Account at any time by sending a cancellation request to loyaltyprogram@shopline.com. Termination shall be without prejudice to any rights or obligations, which arose prior to the date of termination. When you terminate your Member System Account while you are still a registered user of SHOPLINE, we will keep the relevant data with regard to your Member System Account, for backup storage and clients recall use, unless you expressly informed us otherwise in your cancellation request.
5.3 Effect of Termination
Upon termination of the Services by either party:
- We will cease providing the Services to you and you will no longer be able to access or use the Member System Services;
- You will not be entitled to any refund of any fees, prorated or otherwise; and any outstanding balance owed to us for your use of the Services before the effective date of termination will become immediately due and payable in full.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Member System Property
Member System and any of the ideas, websites, designs, processes, code, technology, software, copyrights, logos, domain names, patents, trade secrets, trademarks, products and materials in connection with Member System and the Services ("Member System Property"） are owned by us, our affiliated companies or licensors, as the case may be. Nothing contained hereunder shall be deemed to grant you any rights to the intellectual property rights contained in the Member System Property unless we expressly in writing otherwise.
6.2 Member System Content
Subject to your complete payment of all amounts due to Member System, if Member System makes audio, visual, audio-visual, textual, and/or interactive works or materials available to you or your end users in any form as part of the Services (individually and collectively, "Member System Content "), Member System grants you, solely in connection with your use of the Services a non-exclusive, non-transferable, non-sublicensable, revocable, geographically-wide, limited license to use the Member System Content. You agree not to use, reproduce, delete, post, distribute, perform, or display any Member System Content or any portion thereof in any other context, on the Site, or in connection with any other service. Except for the license granted in this section, this is a service agreement and you are not granted any license under this Agreement.
6.3 User Content
Member System acknowledges and agrees that you are the exclusive owner of all creative content provided to Member System by or on behalf of you under this Agreement ("User Content"); provided, however, that you hereby grant Member System a worldwide, non-exclusive and royalty-free right and license to use, host, run, reproduce, process, adapt, translate, modify, publish, transmit, distribute and display the User Content and the intellectual property rights associated with the User Content in connection with our performance of the Services.
6.4 End-User Content
Certain features of our Services enable us to collect contents that derived from or created by your End-Users. Under this scenario you hereby represent and warrant that you have all the necessary power, license, title and rights to grant us such authorization as from time to time to (i) access,process,exchange the End-User Content on your behalf and instructions for the purpose of performing the Service under this Agreement. (Ⅱ) If required by Third-Party Platforms and with the prior consent of End-User, for the necessary and proper actions carrying into execution of the Agreement, to retain and store the End-User Content and/or End-User data for such time period and otherwise in accordance with the terms and conditions of the applicable Third-Party Platform, and subject in each case to our obligations and duties under the Agreement and the Privacy Policy.
7. PRIVACY
7.1 Privacy Protection and Data Sharing
Protecting your privacy is very important to us. Please review our Privacy Policy, which explains how we treat your personal information and protect your privacy. You must read, agree with and accept all of the terms and conditions contained in the Privacy Policy before you may become a member of Member System. Except as provided in our Privacy Policy, we will not sell, transfer, use or disclose your personal information (as defined in the Privacy Policy) to third parties without your express consent.
Certain Services made available via Member System may be delivered by third parties. By using any product, service or functionality originating from Member System, you acknowledge and consent that we may share such information and data with any third party with whom we have a contractual relationship to provide the requested product, service or functionality to you.
7.2 Third-Party Data
By using Member System and the Services, you may obtain personal information, including email address and transaction information, from other individuals (Collectively "Third-Parties’ Data"）. Without obtaining prior consent from such other individuals, these Third-Parties’ Data shall only be used for that transaction or communications in relation to that transaction for your end user. You acknowledge that (i) You undertake to ensure that the processing of third-Party Data under your control which is necessary for the use of the Services does not infringe the rights and legitimate interests of the data subjects or other third parties. In this regard, you shall bear all risks associated therewith; we are not granting you permission to use such information for any other purpose, including without limitation, unsolicited commercial messages or direct or indirect marketing.
In providing the Services, Member System acts only on behalf of you as Personal Data Processor and processes and stores Third-Party Data (if any) under your control only in connection with the provision of the Services. In that case, you will provide to Member System, and we will integrate, analyze, and utilize, data from third parties who have consented to receive content from you or otherwise interact with you electronically. You represent and warrant to Member System that you have obtained the consent of each Third Party to allow Member System to collect, process, and use their data and to process their Data with them in the manner outlined and within the scope of this Agreement.
8. DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNIFICATION
8.1 Disclaimer
Your use of SHOPPER and the services will be at your own risk and are provided "as is", "as available" and "with all faults". we and/or our suppliers and affiliates disclaim all warranties, conditions, and representations, whether statutory, express, or implied, including, without limitation, any implied warranties, conditions, and representations of title, merchantability, fitness for a particular purpose, and non-infringement.
YOU EXPRESSLY ACKNOWLEDGE THAT Member System IS A PLATFORM FOR USERS TO DESIGN AND MANAGE ONLINE STORES, INCLUDING STORE LAYOUT, PRODUCT DISPLAY, PAYMENT INTEGRATION, CUSTOMER MANAGEMENT, AND MORE. WE ARE NOT INVOLVED IN THE ACTUAL TRANSACTION BETWEEN A BUYER AND A SELLER. WE DO NOT TRANSFER OR GUARANTEE THE TRANSFER OF LEGAL OWNERSHIP OF ITEMS FROM THE SELLER TO THE BUYER. WE CANNOT GUARANTEE CONTINUOUS OR SECURE ACCES TO Member System AND THE SERVICES, AND OPERATION OF Member System MAY BE INTERFERED WITH BY NUMEROUS FACTORES OUTSIDE OF OUR CONTROL. WE AND/OR OUR SUPPLIERS AND AFFILIATES MAY MAKE IMPROVEMENTS AND/OR CHANGES IN Member System AT ANY TIME. INFORMATION AND OPINIONS RECEIVED VIA Member System SHOULD NOT BE RELIED UPON FOR LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.WE MAY PROVIDE SERVICES FOR PUBLISHING YOUR ONLINE MOBILE STORE APPS TO A THIRD-PARTY APP STORES ON THE BASIS THAT YOU HAVE AGREED TO THAT PARTICULAR THIRD-PARTY APP STORES’ TERMS AND CONDITIONS AND PRIVACY POLICIES. WE CANNOT GUARANTEE AVAILABILITY, CONTINUOUS OR SECURED ACCESS, RELIABILITY AND ACCURACY OF THESE THIRD-PARTY APP STORES AND WE MAKE NO GUARANTEES REGARDING TO THE AVAILABILITY, RELIABILITY AND ACCURACY OF YOUR ONLINE MOBILE STORE APPS ON THESE APP STORES. YOU ARE SOLELY RESPONSIBLE TO OBSERVE AND ADHERE TO THE RULES OF THE PARTICULAR THIRD-PARTY APP STORES.
8.2 Limitation of Liability
Our liability to you in aggregate for any loss or damage is limited to damages of an amount equal to the Fees received by us from you during the six months before the month in which the liability arose. For the avoidance of doubt, "our liability" include that of any member in our group and our and their respective employees, directors, officers, agents, suppliers and subcontractors; "you" includes any other party claiming through you; "loss or damage" includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with use of Member System and the Services, whether under the Agreement or other agreement or as a result of any misrepresentation, misstatement or tortious act or omission, including negligence. This section does not affect claims relating to death or personal injury caused by negligence and does not limit or exclude any liability for fraudulent misrepresentation.
You expressly acknowledge and agree that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use Member System and the Services.
8.3 Indemnification
You hereby agree to indemnify and hold us and any member of our group, and our and their respective employees, directors, officers, agents, suppliers and subcontractors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Agreement or the documents it incorporates by reference, or your violation of any law or any rights of a third party.
You further warrants and represents that you will not hold us (and any member of our group, and our and their respective employees, directors, officers, agents, suppliers and subcontractors) responsible for other losses, injury, claim, liability, or damage (the "loss") related to your use of any linked website, including, without limitation, if this loss related to users' content, actions or in-actions or their statements and representations made through Member System's instant messaging service or posted on Member System
This section headed "Disclaimer, Limitation of Liability and Indemnification" shall apply to the fullest extent permitted by law and will survive any termination or expiration of the Agreement.
9. DISPUTE RESOLUTION
The "Member System Contracting Party" is the party with which you are entering into these Agreements. Your "Member System Contracting Party", as well as the governing law and dispute resolution method applicable to the performance of these Terms, will be determined and coordinated by our discretion and based on the billing address you provide to us or as set out under the SHOPLINE Terms.
10. GENERAL PROVISIONS
10.1 Transfer
You may not assign any of your rights under this Agreement to anyone else. We may assign our rights to an Associate, any other individual or entity, as we determine.
10.2 Notice
Member System shall send notifications and maintain contact with you via the email address or phone number provided by you, or by any other means by which you can be contacted. You are obligated to provide us with true and valid contact information (including but not limited to a contact phone number, contact address, and email address), and Member System has the right to send notices to You by any one or more of the foregoing contact methods. After Member System sends you information by e-mail or system message, it shall be deemed to have been successfully delivered upon successful delivery. Notices sent in paper form shall be deemed successfully delivered on the fifth (5th) day after Member System mails them to the address provided by you.
10.3 Change of Agreement
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Agreements of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Agreements of Service constitutes acceptance of those changes.
10.4 Entire Agreement
Unless otherwise specified, these Agreements constitute the complete and exclusive statement of the mutual understanding between you and us with respect to Member System and the Services and it supersedes all prior communications and proposals, whether electronic, oral or written, between you and us with respect to Member System and the Services, except as otherwise provided in these Agreement.
10.5 Severability
If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
10.6 Relation Between the Parties
Nothing in this Agreement shall be construed as creating a joint venture or partnership between the parties or as conferring upon either party the power to enter into any agreement as agent for or on behalf of the other party. Our performance of this Agreement is governed by existing laws and legal procedures. Nothing in this Agreement shall affect or prohibit our compliance with or response to requests from governmental, court, and law enforcement authorities.