Terms of Service

By clicking "Sign up," accepting an invitation, accessing the Service, or otherwise indicating your assent, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you may not use the Service.

You must be at least 18 years old and have the legal capacity to enter into a contract. If you are using the Service on behalf of a company, organization, or other legal entity, you represent that you have authority to bind that entity to these Terms, and "you" refers to that entity.

The Service may be available globally but is operated from Canada. You are responsible for complying with all laws and regulations that apply to you, including export controls and sanctions. We may refuse service to anyone for any reason permitted by law.

The Service is intended for business and professional use, not personal, family, or household use.

You are responsible for safeguarding your account credentials, for any activity under your account, and for keeping your contact information current. Do not share your password or transfer your account. If you believe your account has been compromised, notify us immediately at founders@cuped.ai.

Your account may be organized into one or more teams. The team owner controls billing, integrations, member invitations, and data retention for that team. Team members are bound by these Terms when they access the Service through that team.

The Service is sold on a subscription basis through Stripe. Plan tiers, prices, billing intervals (monthly or annual), and included usage are presented at checkout and on our pricing page. By subscribing you authorize us, through Stripe, to charge your payment method on each billing cycle until you cancel.

Trials. Eligible teams may receive a free trial of a paid plan as displayed at checkout. Trial length is determined by the plan you select. If you do not cancel before the trial ends, your payment method will be charged for the first paid billing period. Teams that have previously trialed or subscribed to a plan may not be eligible for an additional trial on that plan.

Cancellation. You may cancel your subscription at any time from your team's billing settings. Cancellation takes effect at the end of the current billing period; you retain access to paid features until then. We do not provide pro-rated refunds for the unused portion of a billing period, except where required by applicable law.

Refunds. All fees are non-refundable except where required by law or as explicitly stated by us in writing. We may, at our sole discretion, offer credits or refunds on a case-by-case basis.

Plan changes. Upgrades take effect immediately and may be pro-rated. Downgrades take effect at the end of the current billing period and may reduce available features or usage limits.

Price changes. We may change plan features or prices from time to time. Price changes will not affect the current billing period and will take effect at renewal or as otherwise disclosed to you.

Taxes. Fees are exclusive of any applicable taxes, levies, or duties, which are your responsibility.

Past-due accounts. If a charge fails or an invoice goes unpaid, we may suspend or terminate the Service after reasonable notice. You remain liable for amounts owed.

You agree not to, and not to permit others to:

• Use the Service to audit, profile, or scrape storefronts that you do not own or operate or for which you do not have explicit authorization.
• Reverse engineer, decompile, or attempt to extract the source code of the Service, including any AI prompts, model configurations, or proprietary scoring logic.
• Abuse, overload, or interfere with our APIs, embed scripts, theme extension, queue infrastructure, or rate limits, including by running automated tooling outside of documented endpoints.
• Use the Service to send spam, malware, or unlawful content, or to facilitate deceptive practices directed at end shoppers.
• Resell, sublicense, or white-label the Service without a written agreement with us.
• Use non-public features, outputs, prompts, model configurations, proprietary scoring logic, or performance data from the Service to build a substantially similar competing product, train competing models, or publish commercial benchmarks without our written consent.
• Violate any applicable law or third-party right.

We may enforce these rules through technical means (rate limits, automated abuse detection, suspension), human review, or both. Material or repeated violations may result in termination without refund.

"Customer Data" means data and content you or your team submit, connect, or generate through the Service. This includes the URLs and configuration of storefronts you connect, your Shopify product, order, and theme data when you connect a Shopify store, the GA4 and Microsoft Clarity data we ingest under connections you authorize, session recordings and heatmaps surfaced through connected providers, A/B test ideas, hypotheses, mockups, code, copy, notes, opportunities, and any files you upload.

As between us, you own your Customer Data. You grant Cuped a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, modify, and process Customer Data as necessary to provide, operate, secure, support, analyze, and improve the Service, including generating outputs you request, maintaining integrations you authorize, and performing other actions you direct (such as running an audit, generating a test, or publishing a variation).

You represent that you have all rights necessary to submit your Customer Data and to grant the license above, and that doing so does not violate any law or third-party right. You are solely responsible for the accuracy and legality of your Customer Data.

We do not sell Customer Data. We may use de-identified, aggregated data derived from the Service to operate, analyze, and improve the Service.

The Service connects to third-party platforms including ecommerce platforms, analytics tools, review platforms, experimentation platforms, project management tools, and other services you choose to connect (such as Shopify, Google Analytics 4, Microsoft Clarity, GrowthBook, Intelligems, Convert, Jira, and Asana). Your use of those platforms is governed by their own terms and privacy policies, which you are responsible for reviewing and accepting.

We are not responsible for third-party services, their availability, the accuracy of data they return, or any changes they make to their APIs. If a third-party service stops working, modifies its terms, or becomes unavailable, the corresponding feature in Spar may be degraded, paused, or removed without notice.

You authorize us to send and receive data from connected third-party services on your behalf using the credentials, scopes, or OAuth grants you provide. You are responsible for the integrations you authorize and for revoking authorization when appropriate.

The Service uses large language models and other machine learning systems to generate outputs including, without limitation, audit findings, conversion gap hypotheses, A/B test ideas, mockups, recommended variations, headlines, body copy, and code snippets ("AI Outputs").

AI Outputs are provided "as is." They may be inaccurate, incomplete, biased, or not suitable for your particular situation. We do not guarantee that AI Outputs will increase conversion, revenue, retention, or any other metric. You are responsible for reviewing every AI Output before relying on it, publishing it, shipping it to a live storefront, or sending it to a third party.

As between you and Cuped, subject to your compliance with these Terms and payment of applicable fees, you may use AI Outputs generated for your team for your internal business purposes and on storefronts you own or operate. We do not claim ownership of your Customer Data. Because AI Outputs may be similar across customers or generated from common patterns, we do not represent that AI Outputs are unique, exclusive, or protectable by intellectual property rights.

Spar can deliver variations to your live storefront through our Shopify theme extension, an embed script for non-Shopify sites, or a connected experimentation platform such as GrowthBook, Intelligems, or Convert. Variations may include changes to copy, layout, imagery, pricing displays, promotional messages, and shopper-facing logic.

You are solely responsible for what you ship. Before activating a variation you must review it, confirm it complies with applicable law (including advertising, consumer protection, and pricing rules), respects your brand guidelines, and does not misrepresent your products or terms of sale. Running a test on a live storefront may temporarily reduce conversion or revenue, and we are not liable for the business impact of variations you choose to ship.

You are responsible for disclosing data collection to end shoppers as required by law (cookie banners, analytics disclosures, behavioral tracking notices). Our theme extension and embed bundle may collect view, click, conversion, and experiment-assignment events; you must reflect that collection in your own privacy notices.

You are responsible for monitoring active tests and variations and disabling, pausing, or rolling back any variation that causes errors, degraded performance, incorrect pricing, misleading claims, or other unintended behaviour.

We own the Service, including all software, infrastructure, prompts, models we fine-tune or operate, scoring methodologies, rule packs, dashboards, documentation, and trademarks. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your subscription.

You retain all rights in your Customer Data and your brand assets. Nothing in these Terms transfers ownership of either party's intellectual property to the other.

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free license to use that feedback without restriction. We will not identify you as the source without your consent.

Each party may be exposed to non-public information of the other ("Confidential Information"), including business plans, pricing, integration credentials, audit findings, and Customer Data. Each party will use the other's Confidential Information only as necessary to perform under these Terms, will protect it with the same care it uses for its own confidential information (and no less than reasonable care), and will not disclose it except to employees, contractors, and agents who need to know and are bound by confidentiality obligations at least as protective as these Terms.

These restrictions do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to the receiving party before disclosure, is independently developed without use of the disclosing party's information, or is required to be disclosed by law (subject to reasonable notice when permitted).

The Service is provided "AS IS" and "AS AVAILABLE." To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, error-free, secure, or free of harmful components, that AI Outputs will be accurate or effective, or that data from third-party integrations will be accurate or available. We do not offer a contractual uptime SLA except as part of a separately signed enterprise agreement.

Beta features. We may offer beta, preview, experimental, or early-access features. Beta features are provided for evaluation, may change or be discontinued at any time, and may be subject to additional limitations. We do not guarantee beta features will become generally available.

Support. We may provide support through in-product channels, email, shared workspaces, or other methods we make available. We do not guarantee response times unless stated in a separately signed agreement.

To the maximum extent permitted by law, in no event will either party be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or related to these Terms or the Service, regardless of the form of action and even if advised of the possibility of such damages.

Each party's total aggregate liability arising out of or related to these Terms will not exceed the greater of (a) the fees you paid to us for the Service in the twelve (12) months immediately preceding the event giving rise to the claim or (b) one hundred Canadian dollars (CA$100). These limitations do not apply to your payment obligations, your indemnification obligations, or either party's willful misconduct.

You will defend, indemnify, and hold Cuped, its affiliates, and their respective officers, directors, employees, and agents harmless from and against any third-party claim, demand, or proceeding arising out of or related to (a) your Customer Data, (b) your use of the Service in violation of these Terms or applicable law, (c) any variation you publish to a storefront, or (d) your violation of any third-party right, including intellectual property and privacy rights. We will promptly notify you of any such claim and provide reasonable cooperation at your expense. You may not settle any claim in a way that imposes liability or obligations on us without our prior written consent.

For paid accounts, we will defend you against a third-party claim that the unmodified Service, as provided by us and used in accordance with these Terms, infringes that third party's Canadian copyright or trademark, subject to your prompt notice, reasonable cooperation, and our control of the defense and settlement. We may control the defense and settlement of any claim we defend, provided we do not settle in a way that admits fault or imposes obligations on you without your consent. This obligation does not apply to claims arising from AI Outputs, Customer Data, your modifications, third-party integrations, open-source software, or combinations with non-Cuped products.

You may terminate by canceling your subscription and, if you wish, deleting your account from your account settings. We may suspend or terminate the Service or your account if you materially breach these Terms, if you fail to pay fees when due, if continued service would create a legal or security risk for us, or if required by law.

On termination, your right to access the Service ends. We may retain Customer Data for a limited period to allow restoration or export, after which we will delete or de-identify it on our standard deletion and backup schedules, except where retention is required by law or for legitimate business purposes (such as audit logs, security investigations, fraud prevention, and backups). Sections that by their nature should survive termination will survive. Those surviving sections include billing for amounts owed, intellectual property, confidentiality, warranty disclaimers, liability limits, indemnification, and governing law.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The parties agree to the exclusive jurisdiction of the courts of Ontario for any dispute, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

The UN Convention on Contracts for the International Sale of Goods does not apply. You may not bring any claim more than one (1) year after the cause of action arose, except as required by applicable law.

We may update these Terms from time to time. For material changes, we will provide reasonable advance notice by email to the address on file for your account or by in-product notice. For non-material changes, we may update the "Last updated" date above. Your continued use of the Service after a change takes effect constitutes acceptance of the updated Terms. If you do not agree to a change, your remedy is to stop using and cancel the Service.

Questions about these Terms? Email founders@cuped.ai.