Terms and Conditions

TERMS AND CONDITIONS Effective / last updated: November 6, 2026 These Terms and Conditions (the “Terms”) govern access to and use of CartShrimp, a business software-as-a-service platform operated by LETISAN AMERICA INC. Please read them before creating an account, purchasing a subscription, or using any Services. 1. Agreement, eligibility, and definitions 1.1 Contracting parties. These Terms are a legally binding agreement between LETISAN AMERICA INC., with its principal business address at 1680 Michigan Ave, Suite 700 #100, Miami Beach, FL 33139, United States (“CartShrimp,” “Company,” “we,” “us,” or “our”), and the business or individual accepting these Terms in a business capacity (“Merchant,” “you,” or “your”). 1.2 Acceptance. You accept these Terms by clicking an acceptance control, creating or using an Account, purchasing a Plan, or otherwise accessing the Services. If you act for an organization or client, you represent that you are authorized to bind that party. If you do not agree, do not use the Services. 1.3 Business use only. The Services are offered for commercial and professional purposes, not personal, family, or household use. You must be at least the age of legal majority in your jurisdiction and legally able to enter into this agreement. 1.4 Defined terms. For purposes of these Terms: • “Services” means the CartShrimp platform and its features made available from time to time, which may include hosted funnels, landing pages, checkout-related tools, upsell and order-flow features, integrations, analytics, recovery communications, automation, AI-assisted functionality, APIs, Model Context Protocol (“MCP”) connections, support, and related interfaces. • “Account” means the account, workspaces, administrator access, and related configurations through which you use the Services. • “Plan” means the subscription or service package selected by you, including the features, entitlements, usage rules, billing interval, and applicable charges disclosed when you enroll and reflected in your Billing dashboard. • “Pricing Page” means the commercial offers published at https://cartshrimp.com/pricing or another checkout or pricing location identified by CartShrimp. • “Billing dashboard” means the billing, subscription, and payment-management area in your Account (or a linked processor-hosted billing portal). • “Merchant Content” means the products, images, text, store policies, prompts, instructions, funnel configurations, domain settings, and other materials submitted, connected, or created for your Account, excluding CartShrimp technology and generally available templates. • “Shopper” means a visitor, lead, purchaser, or prospective purchaser who interacts with a funnel, store, checkout, or other experience operated by a Merchant. • “Shopper Data” means personal information relating to Shoppers that CartShrimp processes on your behalf in delivering the Services. • “Credits” means AI, generation, automation, or other consumption units, including any Plan-included or separately purchased units, as described in the applicable offer or Billing dashboard. • “Connected Service” means a third-party platform, payment processor, advertising network, store, email provider, AI provider, or other application connected to the Services by you or on your behalf. 2. Accounts, access, agencies, and security 2.1 Registration and safeguards. You will provide accurate, complete, and current registration, contact, and billing information; protect your credentials, connected accounts, tokens, API keys, and devices; use reasonable administrative and security controls; and promptly report suspected compromise to hello@cartshrimp.com. You are responsible for activity under your Account, including activity performed by your personnel, contractors, invited users, and authorized agents, except to the extent directly caused by CartShrimp’s breach of its own obligations. 2.2 Limited license. During the term of an active Account and subject to compliance with these Terms and payment of applicable fees, CartShrimp grants you a limited, revocable for cause, non-exclusive, non-transferable right to access and use the Services for your permitted business operations. No ownership right in the Services is transferred to you. 2.3 Agency and client work. If you are an agency, consultant, or service provider, you may use the Services to build and manage funnels for clients when your Plan permits that activity and you have appropriate client authorization. You remain responsible for those client projects, users, data, payments, permissions, and compliance. This permission does not authorize you to white-label, resell, sublicense, or commercially redistribute CartShrimp as a stand-alone software platform without our separate written agreement. 2.4 Team access. You are responsible for assigning appropriate permissions, promptly removing unnecessary access, and ensuring all permitted users comply with these Terms. We may rely on instructions received from Account administrators or other authorized credentials. 2.5 Security incidents. Notify us promptly of suspected unauthorized access, malicious activity, lost credentials, or compromise affecting the Services. We may require security steps, revoke tokens, or temporarily restrict access when reasonably necessary to protect the Services, other users, or third parties. 3. Plans, payments, promotions, and cancellation 3.1 Dynamic commercial terms. Current Plan prices, currencies, billing intervals, promotional fees, offer lengths, visitor or funnel entitlements, Credit allowances, technical limits, available features, and optional add-on charges are displayed on the Pricing Page, at checkout, and/or in your Billing dashboard. These commercial figures are intentionally not fixed in these Terms. The particular fee, renewal interval, and promotion you affirmatively accepted at enrollment govern your current billing period; your Billing dashboard and purchase confirmation provide the record of your active subscription. For material conflicts affecting a purchase, the offer specifically disclosed and accepted at checkout controls unless applicable law requires otherwise. 3.2 Subscription authorization and renewal. Unless clearly identified as a nonrecurring purchase, paid Plans automatically renew for the billing interval disclosed and accepted at enrollment until cancelled. By completing an authorized purchase, you authorize CartShrimp or its payment processor to charge the disclosed subscription fees, taxes, and separately authorized add-ons to your selected payment method on the dates and terms shown at checkout and in your Billing dashboard. Fees are generally billed in advance for each billing period. 3.3 Pilots, trials, and introductory offers. From time to time we may provide a paid pilot, discounted introductory period, promotional offer, or trial. Its eligibility requirements, length, applicable fee, included features, any guarantee, and what happens at the end are governed by the disclosures presented for that specific offer on the Pricing Page or at checkout. If the offer automatically converts to a recurring Plan, the renewal price, billing interval, first renewal date, and cancellation method will be disclosed before purchase. Unless otherwise stated in the offer, promotional eligibility is limited to one introductory offer per Merchant or commonly controlled business, and we may reject attempts to circumvent that limitation. 3.4 Express money-back guarantees. If a particular offer is expressly advertised with a refund or money-back guarantee, we will honor the terms, eligibility rules, request method, and deadline clearly disclosed with that offer when you purchase it, notwithstanding the general nonrefundability provision below. A request may always be sent to hello@cartshrimp.com if the stated request channel is unavailable. A guarantee is not applicable to other Plans, renewals, or separately purchased Credits unless expressly included in the applicable offer. Any advertising describing an offer as “risk-free” or “money-back guaranteed” will be interpreted consistently with the guarantee actually presented to the Merchant at enrollment; undisclosed limitations will not be applied retroactively. 3.5 Changes in fees and Plans. We may modify Plan pricing, included Credits, features, billing structures, or usage entitlements prospectively. An increase in the recurring fee for an existing subscription will take effect no earlier than the next renewal following advance notice to your registered email or in your Account, and never retroactively for a completed paid period. Where required by law, we will provide the statutory notice period; otherwise, we aim to provide at least thirty (30) days’ advance notice for a recurring-fee increase. You may cancel before the new price takes effect. Changes to a new purchase are governed by the price displayed when that purchase is accepted. 3.6 Plan changes. Upgrades, downgrades, and add-ons are governed by the prices, effective dates, and proration or credit terms displayed and accepted in the Billing dashboard when you make the change. No additional usage-based charge will be imposed without a pricing disclosure and the authorization required by applicable law. Downgrades may remove features or reduce available entitlements at the effective time shown during the change process. 3.7 Taxes and third-party charges. Unless expressly stated, published CartShrimp fees exclude applicable sales, use, VAT, GST, or similar transaction taxes, for which you are responsible except taxes on our net income. Separate fees charged by a Connected Service, payment processor, domain provider, or advertising network are your responsibility. 3.8 Payment failures. If a charge is declined or an amount becomes overdue, we may retry payment through lawful means, seek updated payment information, restrict paid functions, or suspend the Account after appropriate notice where practicable. Your obligation to pay amounts properly incurred before suspension or cancellation survives. We may pursue lawful recovery of unpaid sums and reasonable collection expenses where permitted. 3.9 Credits. Credits, their units of measurement, consumption rules, included allocations, purchase price (if any), and any expiry or rollover terms are described in the applicable offer, feature description, and/or Billing dashboard. Unless expressly stated otherwise, Plan-included Credits do not carry forward after the period for which they are allocated. Purchased Credits are subject to the expiration terms clearly disclosed at purchase and applicable law. Credits are a limited contractual right to consume specified Services; they are not money, are not transferable or redeemable for cash, and may not be used outside the Account. We may change future Credit pricing or consumption rates prospectively, with notice where materially necessary. 3.10 Cancellation. You may cancel future renewals at any time through the cancellation control in your Billing dashboard or by emailing hello@cartshrimp.com from the address associated with your Account. Cancellation takes effect at the end of the then-current paid billing period unless checkout or applicable law states otherwise. You retain applicable paid access until that time unless access is restricted for an independent reason under these Terms. You will not be charged for subsequent renewals after an effective, timely cancellation; charges already properly incurred remain payable. You should retain the cancellation confirmation. 3.11 Refunds and billing errors. Except for an express promotional guarantee, an expressly agreed written refund, or a refund required by applicable law, subscription fees, renewal fees, optional add-on charges, and Credit purchases are nonrefundable, including for partial periods or unused usage. If you believe a charge was made in error, contact hello@cartshrimp.com promptly with relevant details. Nothing in these Terms restricts nonwaivable payment-dispute rights. 3.12 Payment disputes. We encourage you to contact us first to resolve billing concerns. We may suspend Accounts associated with fraudulent, abusive, or knowingly false disputes, provided we do not penalize good-faith exercise of rights protected by law. We may preserve contract, transaction, subscription, acceptance, and usage records as reasonably necessary to respond to disputes and enforce these Terms. 4. Your business, shoppers, and payments 4.1 Independent merchant responsibility. You are the seller of record for products or services sold through your funnels unless your own agreements with third parties provide otherwise. You alone select and are responsible for the products, offers, descriptions, prices, subscriptions, checkout disclosures, inventory, fulfillment, shipping, returns, customer service, taxes, warranties, legal claims, and compliance of your business. CartShrimp provides software tools, not legal, accounting, marketing, or financial advice. 4.2 Shopper payment processing. Payments from Shoppers are processed through the payment services and merchant accounts selected or connected by you. CartShrimp is not the merchant of record, bank, escrow agent, or money transmitter for your Shopper sales, and does not guarantee that a payment provider will approve, process, settle, or release funds. You are responsible for your processor relationship, account access, fees, payouts, reserves, holds, refunds, chargebacks, and payment disputes. Payment-card information is collected and handled through connected payment providers and their applicable safeguards. 4.3 Customer-facing terms and consent. You must provide all legally required store disclosures, terms of sale, subscription and auto-renewal disclosures, privacy and cookie notices, refund policies, consent mechanisms, accessibility measures, and customer communications. Templates or suggestions supplied by CartShrimp are examples only and must be independently reviewed and adapted. 4.4 Product claims and advertising. You are responsible for all advertisements, endorsements, testimonials, scarcity claims, comparative price claims, health or income claims, product safety representations, and promotions originating from your business. You must ensure that required substantiation and disclosures exist before publication. CartShrimp’s examples and case studies do not promise that you will achieve the same results. 4.5 Agency merchant relationships. When you use the Services for a client, you are responsible for obtaining appropriate rights and instructions from that client, allocating responsibilities between you and the client, and ensuring the client’s Shopper-facing legal obligations are fulfilled. CartShrimp is not a party to your agreement with the client. 5. AI functionality, MCP, APIs, and automations 5.1 AI-generated material. The Services may generate or revise copy, translations, designs, funnel structures, analyses, images, offers, and other outputs with third-party or proprietary AI tools. Outputs may be inaccurate, incomplete, nonunique, outdated, objectionable, or subject to third-party rights. Output is offered for evaluation and use at your own risk, without a representation that it is lawful, accurate, effective, unique, or fit for a particular business purpose. 5.2 Approval before publishing. You are responsible for reviewing and approving all AI-generated or automatically modified material and configuration before activating a live funnel or checkout. In particular, verify product claims, offer terms, pricing, discounts, order bumps, upsell logic, subscription settings, translations, tracking, consent flows, tax settings, domain names, and payment-provider configuration. If you choose to enable automatic publication or automatic changes, you accept responsibility for the authorization and resulting merchant-facing actions, subject to nonwaivable law and our own obligations. 5.3 Connected AI clients and authorized actions. If you connect an AI assistant, agent, integration, MCP client, API tool, or other automated system to your Account, you authorize CartShrimp to act on requests that are properly authenticated and within the permissions you grant. Such requests may create, edit, publish, disable, or otherwise affect your funnels, settings, and commercial operations. You are responsible for deciding which agents and users receive access, supervising their actions, and revoking access when no longer needed. CartShrimp may apply safeguards or confirmation steps to sensitive operations. 5.4 External providers and transmissions. Your prompts, connected data, and content may be transmitted to AI model providers and other Connected Services as reasonably required for the functionality you request, subject to applicable data-processing terms and disclosed settings. You are responsible for avoiding submission of information you do not have permission to process. Availability, limits, and output quality of external models may change without our control. 5.5 No professional or performance guarantee. No AI response, optimization suggestion, conversion estimate, or analytics recommendation is professional advice or a guarantee of merchant revenue, conversion rate, advertising performance, profitability, regulatory compliance, or platform approval. You remain responsible for independent assessment and deployment decisions. 6. Shopper data capture, tracking, and communications 6.1 Pre-completion checkout data. Depending on your settings, the Services may record data entered into checkout or lead forms before an order is completed, including contact and delivery details, to support analytics, abandoned-checkout functionality, or recovery communications. You must ensure that this collection and subsequent use are permitted under applicable law and are fairly explained to Shoppers, with any required consent obtained before processing or communication. 6.2 Advertising and analytics integrations. Where enabled, pixels, cookies, server-side conversion APIs, and other integrations may transmit events and identifiers (which can include hashed contact information, IP addresses, browser identifiers, and event metadata) to providers you select. You are responsible for required disclosures, opt-ins, cookie choices, configuration, retention, and lawful sharing. You must not configure tracking to bypass a Shopper’s legally required choices. 6.3 Emails and messages. You are the sender or party on whose behalf order updates, recovery sequences, and marketing communications are initiated. You must comply with applicable anti-spam, privacy, and direct-marketing rules; maintain necessary permissions and valid sender details; give legally required unsubscribe mechanisms; and honor suppression and opt-out requests. We may limit delivery or suspend messaging features if sender reputation, deliverability, or legal compliance is at risk. 6.4 Data quality and attribution. Reports, visitor counts, attribution, conversion events, order metrics, or revenue figures may be delayed, estimated, deduplicated, blocked by consent choices, or inconsistent with other tools. They are operational indicators rather than audited records. You should verify material decisions against your payment processor, advertising accounts, and other independent business records. 7. Fair use, platform integrity, and prohibited conduct 7.1 Usage entitlements. We may publish and enforce Plan-specific entitlements, including funnel counts, workspace access, AI and automation usage, storage, API throughput, visitor thresholds, bandwidth, and other measurable resources. Applicable entitlements and any Enterprise eligibility requirements are those disclosed on the Pricing Page, at checkout, or in the Billing dashboard and may change prospectively under Section 3.5. 7.2 Reasonable resource management. To protect the stability, security, availability, and economic sustainability of the Services, we may monitor technical utilization, apply reasonable rate limits, queue jobs, throttle abusive or disproportionate requests, and pause resource-intensive activity. Where practical, we will notify you and offer a route to adjust usage or change Plans. We will not charge undisclosed overages automatically; any paid overage or upgrade requires the applicable pricing disclosure and authorization. 7.3 Prohibited conduct. You may not use the Services or facilitate their use to: • sell unlawful, stolen, counterfeit, or restricted goods without required authorization, or offers prohibited by your connected payment provider or applicable law; • publish deceptive checkout experiences, fake reviews, false scarcity, misleading recurring-charge disclosures, phishing flows, or fraudulent transactions; • violate sanctions, export-control, anti-money-laundering, consumer-protection, intellectual-property, privacy, or advertising laws applicable to your operations; • send spam, purchased-list campaigns, harassing messages, or unauthorized marketing communications; • upload malicious code, compromise credentials, scrape nonpublic data, probe vulnerabilities, overload infrastructure, defeat controls, or circumvent Plan or security limitations; • copy, reverse engineer, resell, sublicense, or provide the core software to unauthorized third parties, except as permitted by law or an express written agreement; • collect highly sensitive personal information through unsupported fields or workflows, or mishandle payment-card details, government identifiers, or health information; • misrepresent your identity, impersonate another business, misuse a client’s access, or knowingly infringe another party’s rights. 7.4 Enforcement. We may remove or disable offending content, restrict integration access, impose protective limits, or suspend Accounts where we reasonably believe these Terms, provider rules, or applicable laws are being violated. We may cooperate with lawful authorities and affected third parties to the extent permitted or required by law. 8. Ownership, licenses, feedback, and aggregated information 8.1 Merchant Content. As between you and CartShrimp, you retain your ownership rights in Merchant Content and Shopper Data. You represent that you have obtained the rights, permissions, and consents needed to provide, configure, display, and use such content. You grant CartShrimp and its service providers a nonexclusive, worldwide, limited license to host, reproduce, modify for technical formatting, transmit, display, and otherwise process that material as necessary to deliver, secure, troubleshoot, and support the Services under these Terms. 8.2 CartShrimp intellectual property. CartShrimp and its licensors retain all rights in the Services, source code, infrastructure, data models, APIs, interfaces, underlying templates, generic design systems, documentation, trademarks, logos, and service improvements. No license is granted except the express limited use right in these Terms. Unless we expressly permit otherwise, reusable templates and platform design elements may be used only within the Services. 8.3 Generated outputs. As between the parties and to the extent rights exist under applicable law, you may use AI-generated output produced for your Account in your business, subject to third-party rights and these Terms. Such permission does not transfer CartShrimp’s proprietary platform, shared templates, software, or background materials. We do not warrant exclusivity, protectability, or freedom from third-party claims in output. 8.4 Feedback. You may submit suggestions and improvement ideas voluntarily. You grant us a perpetual, worldwide, nonexclusive, royalty-free right to use and incorporate that feedback without compensation, subject to our confidentiality and privacy obligations. 8.5 Aggregated data. We may compile and use aggregated or de-identified operational and usage information for service performance, security, capacity planning, product improvement, and statistical analysis, provided it does not identify you or a Shopper and is not used in a manner prohibited by applicable data-protection law. 9. Data processing, confidentiality, and security 9.1 Roles. For Shopper Data processed on your behalf, you generally act as controller or business and CartShrimp acts as processor or service provider, as those terms are defined under applicable privacy law. For CartShrimp’s own account administration, billing, fraud prevention, service security, and corporate compliance activities, CartShrimp may act as an independent controller or business as described in the applicable Privacy Policy. 9.2 Instructions and processing scope. You instruct CartShrimp to process Shopper Data for hosting and operating your funnels and checkouts; receiving form and checkout data; facilitating configured recovery, transactional communications, analytics, integrations, and technical support; maintaining security; and other features enabled by you. Processing may involve Shopper contact and shipping details, cart and order information, technical identifiers, marketing events, communication metadata, and similar data submitted through your Account. Processing lasts for the provision of the Services plus applicable retention and deletion periods. 9.3 Processor commitments. Where CartShrimp is a processor or service provider, CartShrimp will (a) process Shopper Data on documented instructions reflected in these Terms, your configuration, and authorized requests unless legally required otherwise; (b) require personnel with data access to observe confidentiality; (c) maintain reasonable technical and organizational security measures proportionate to risk; (d) impose appropriate protective obligations on subprocessors; (e) provide reasonable assistance with legally required rights requests, security incidents, and compliance inquiries; and (f) not sell Shopper Data or use it for our own targeted advertising; and (g) make available appropriate information to demonstrate compliance with applicable processor obligations, subject to reasonable security, confidentiality, and cost safeguards. 9.4 Subprocessors and transfers. You generally authorize use of subprocessors needed to operate the Services, including hosting, communications, analytics, payment, infrastructure, and AI providers. We will make available information about material subprocessors and provide an appropriate opportunity to object where applicable law requires it. Where legally necessary for international personal-data transfers, the parties will implement the appropriate transfer terms or mechanism before the relevant processing. CartShrimp remains responsible for duties imposed on it by applicable law notwithstanding its use of subprocessors. 9.5 Security incidents and retention. If we become aware of a personal-data breach affecting Shopper Data processed on your behalf, we will notify you without undue delay as required by applicable law and provide information reasonably available to support your response. Following termination, we may retain or delete data in accordance with the Services’ published retention and export functionality, any applicable data-processing terms, legal obligations, and necessary security or backup cycles. Deletion from active systems may not immediately remove residual backup copies. 9.6 Separate data-processing terms. If additional data-processing terms are required by law for a particular Merchant, those terms must be agreed and incorporated through a Data Processing Addendum (“DPA”) or applicable statutory clauses. Any properly executed or electronically accepted DPA prevails over inconsistent provisions of these Terms solely on matters within the DPA’s scope. The Privacy Policy explains CartShrimp’s separate handling of personal information as a controller or business; it does not replace a required processor agreement. 9.7 Confidentiality. Each party will protect nonpublic business, technical, and financial information received from the other using reasonable care and will use it only in connection with performance of these Terms. Confidentiality obligations do not apply to information that becomes public without breach, was already lawfully known, is independently developed, or is lawfully received without restriction. Disclosure may be made to bound professional advisers, service providers, or as legally required, with notice where lawful and reasonable. 10. Availability, integrations, maintenance, and support 10.1 Service changes. We develop and change the Services continuously and may modify, improve, replace, or discontinue features, including experimental or beta functionality. We will give reasonable notice before materially removing a core paid feature during an active paid period when practicable, except where immediate action is necessary for security, law, provider restrictions, or infrastructure integrity. Features may be offered under evolving technical requirements. 10.2 Availability. We strive to provide reliable Services but do not promise uninterrupted availability, error-free operation, universal compatibility, or a particular service level unless a separate written service-level commitment expressly applies to your Plan. Outages may arise from maintenance, cyber incidents, internet conditions, Connected Services, or circumstances beyond our reasonable control. 10.3 Connected Services. Your use of a Connected Service is subject to that provider’s terms and permission model. We do not control external account approvals, policy decisions, catalog restrictions, advertising delivery, platform outages, payment settlements, rate limits, provider charges, or API changes. You must maintain valid authorizations and comply with the third party’s rules. A provider may require reauthorization or take actions that interrupt or disable an integration. 10.4 Backups and exports. You should retain independent copies of critical Merchant Content, business records, creative assets, orders, and other information. Export capability is limited to functionality actually offered in the Services, and we do not warrant that all information will remain recoverable after deletion, termination, or technical failure. This does not relieve CartShrimp of its applicable security or statutory duties. 10.5 Support. Support channels and any priority response commitments are those described in your Plan or within the Services. Unless expressly stated otherwise in a separate written agreement, no particular response or resolution time is guaranteed. 11. Suspension, termination, and effects 11.1 Suspension. We may temporarily suspend access, publishing, integrations, communications, or other functionality where there is a reasonable concern about security, fraud, nonpayment, unlawful conduct, infringement, misuse, serious service degradation, third-party provider obligations, or material breach. We will provide notice and an opportunity to address the problem when appropriate, but may act immediately to prevent harm. 11.2 Merchant termination. You may stop using the Services and cancel renewal under Section 3.10. Cancellation does not automatically terminate your right to use paid Services before the scheduled end of the paid period, subject to these Terms. You remain responsible for exporting necessary information, moving hosted pages or domains, and maintaining business continuity. 11.3 Company termination. We may terminate an Account for material breach, persistent nonpayment, serious fraud or security risk, or legal necessity; where practical, we may first provide a reasonable opportunity to cure. We may also discontinue an Account without cause on advance written notice. If we terminate a paid subscription without cause before the paid period ends, we will refund the unused prepaid subscription portion, excluding properly consumed or separately charged Services, unless applicable law requires otherwise. 11.4 Post-termination effects. Upon the effective end of access, hosted funnels, landing pages, checkout connections, integrations, and automated communications may cease functioning or become unavailable. Account data and Credits may be subject to deletion or expiration as described in these Terms, applicable purchase disclosures, and any DPA. We are not responsible for continued operation of your public commerce flows after termination. The provisions concerning accrued charges, ownership, confidentiality, risk allocation, indemnity, disputes, and other obligations intended by nature to survive will survive. 12. Disclaimers, limitation of liability, and indemnification 12.1 Disclaimer of warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, AI OUTPUT, TEMPLATES, REPORTS, INTEGRATIONS, AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR FITNESS FOR A PARTICULAR COMMERCE, LEGAL, OR ADVERTISING OUTCOME. WE DO NOT GUARANTEE SALES, CONVERSION RATES, AVERAGE ORDER VALUE, ADVERTISING RETURN, PROFITABILITY, PLATFORM APPROVAL, SEARCH RANKINGS, OR OTHER BUSINESS RESULTS. 12.2 Excluded losses. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CARTSHRIMP AND ITS AFFILIATES, SUPPLIERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST REVENUE, PROFITS, SALES, GOODWILL, BUSINESS OPPORTUNITIES, ANTICIPATED SAVINGS, ADVERTISING SPEND, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY. 12.3 Specific third-party and merchant risks. WITHOUT LIMITING SECTION 12.2, CARTSHRIMP IS NOT RESPONSIBLE FOR SHOPPER CHARGEBACKS, REFUNDS OR FULFILLMENT FAILURES; PAYMENT PROCESSOR HOLDS OR SUSPENSIONS; ADVERTISING NETWORK OR E-COMMERCE PLATFORM DECISIONS; LAWFULLY CONFIGURED MERCHANT TRACKING OR COMMUNICATIONS; INACCURATE ATTRIBUTION; OR THE ACTS AND OUTPUTS OF THIRD-PARTY APPLICATIONS OR AI AGENTS YOU AUTHORIZE, EXCEPT TO THE EXTENT A NONWAIVABLE DUTY OR OUR OWN BREACH REQUIRES OTHERWISE. 12.4 Aggregate liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CARTSHRIMP AND ITS AFFILIATES ARISING FROM ALL CLAIMS RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE LEGAL THEORY, SHALL NOT EXCEED THE SUBSCRIPTION AND SERVICE FEES ACTUALLY PAID BY YOU TO CARTSHRIMP DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. THIS CAP IS CUMULATIVE, NOT PER CLAIM. 12.5 Nonexcludable rights. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability arising from fraud or other matters for which mandatory law prohibits limitation. Some jurisdictions may not permit all exclusions or caps; in that case the relevant limitation applies only to the maximum lawful extent. 12.6 Merchant indemnity. You will defend, indemnify, and hold harmless CartShrimp and its affiliates, successors, officers, directors, employees, contractors, and agents against third-party claims, actions, penalties, damages, settlements, and reasonable legal costs to the extent arising from (a) your products, offers, marketing, subscriptions, or merchant operations; (b) Merchant Content or allegations that you lacked rights to use it; (c) your collection, tracking, disclosure, or communication practices involving Shopper Data; (d) your violation of applicable law or these Terms; or (e) acts or omissions by users, agents, or clients operating under your authorization. This indemnity does not extend to the extent a claim is caused by CartShrimp’s own wrongful conduct or breach of these Terms. 12.7 Claim handling. We will give reasonably prompt notice of an indemnifiable third-party claim, permit you to participate in its defense with counsel reasonably acceptable to us, and cooperate at your expense as reasonably necessary. We may assume control of the defense where conflicts of interest, reputational concerns, or legal obligations reasonably require it. You may not agree to a settlement admitting wrongdoing by or imposing a nonmonetary obligation on CartShrimp without our prior written consent, not to be unreasonably withheld. 13. Assignment, company changes, and subscription continuity 13.1 Transfer by CartShrimp. We may assign, novate, sell, or transfer these Terms, the Services, related assets, Merchant accounts, subscriptions, and associated rights and obligations to an affiliate, successor, purchaser, reorganized entity, or other operator of the CartShrimp business (“Successor Provider”), to the extent permitted by applicable law and relevant third-party contracts, without requiring separate Merchant consent unless consent is legally required. 13.2 Continuity of agreed commercial terms. Following a permitted transfer, the Successor Provider may replace LETISAN AMERICA INC. as the contracting service provider, and the Merchant’s active Plan, accepted billing terms, renewal schedule, remaining entitlements, and Account configuration will continue on their then-current terms, subject to changes otherwise permitted under these Terms and any practical migration requirements. We will notify Merchants of the new operator and relevant contact or billing information as required by law and, when reasonably practicable, in advance. 13.3 Billing migration. You authorize a lawful continuation or migration of recurring billing through the Successor Provider or its payment processor, subject to payment-network rules, processor approvals, technical feasibility, privacy law, and any legally required new authorization. These Terms do not themselves guarantee transferability of stored payment credentials, subscriptions, or a payment processor account. If new payment authorization or action is needed, the provider may request it to continue billing and service. 13.4 Merchant assignment. You may not assign these Terms or transfer your Account to another legal person without our prior written consent, except where mandatory law provides otherwise. An unauthorized transfer does not relieve you of existing obligations. 14. Changes, governing law, and general terms 14.1 Changes to these Terms. We may update these Terms from time to time and will publish the updated version with its effective date. Material changes will be communicated in your Account or by email with reasonable advance notice, normally at least fifteen (15) days, unless an earlier effective date is necessary for legal, security, or fraud-prevention reasons. Continued use after an effective change constitutes acceptance to the extent permitted by law. Where applicable law requires affirmative consent, we will seek it. Fee and renewal changes are governed separately by Section 3.5. 14.2 Governing law and forum. These Terms are governed by Florida law, excluding conflicts-of-law principles. Except where mandatory law requires otherwise, the exclusive courts for disputes arising from these Terms or the Services are the state and federal courts located in Miami-Dade County, Florida, and each party consents to their personal jurisdiction. 14.3 Good-faith dispute resolution. Before filing a civil claim, the party seeking relief will give written notice describing the dispute and allow a reasonable opportunity for good-faith informal resolution, ordinarily thirty (30) days, except where immediate equitable relief or a shorter period is required by law. 14.4 Individual proceedings and jury waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES TO BRING DISPUTES IN ITS INDIVIDUAL CAPACITY RATHER THAN AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, AND EACH PARTY KNOWINGLY WAIVES THE RIGHT TO A TRIAL BY JURY FOR CLAIMS ARISING OUT OF THESE TERMS. MANDATORY RIGHTS THAT CANNOT BE WAIVED ARE UNAFFECTED. 14.5 Notices. We may send notices to the email associated with your Account or through a prominent Account notification. You may send contractual notices to hello@cartshrimp.com or to our business address below. You are responsible for keeping your contact email current. 14.6 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, government action, labor disruption, power failure, internet or cloud service incidents, or widespread telecommunications disruption, except that accrued payment obligations are not excused. The affected party will use commercially reasonable efforts to mitigate the disruption. 14.7 Entire agreement and precedence. These Terms, the specific commercial terms accepted at checkout and reflected in your Billing dashboard, any expressly incorporated service-specific terms, and an applicable DPA form the complete agreement regarding the Services and supersede prior discussions about the same subject. For a conflict about the accepted purchase fee, billing period, or expressly disclosed promotional guarantee, the specific checkout disclosure controls. For a conflict about regulated personal-data processing, the applicable DPA controls within its scope. 14.8 Severability; no waiver; relationship. If part of these Terms is unenforceable, the remainder stays in effect to the maximum lawful extent. Failure to enforce a right is not a waiver. The parties are independent contractors; no partnership, fiduciary duty, employment, franchise, or agency relationship is created. Section headings are for convenience only. Electronic acceptance and records are valid to the extent permitted by applicable law. 15. Company contact Operator. LETISAN AMERICA INC. Business address. 1680 Michigan Ave, Suite 700 #100, Miami Beach, FL 33139, United States Support and legal notices. hello@cartshrimp.com Website. https://cartshrimp.com