PromoBrain Terms of Service

Last Updated: July 22, 2025

These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and PromoBrain Pte Ltd ("we," "us," or "our"), concerning your access to and use of the PromoBrain Shopify App (the "App") and its related services (the "Services").

By installing the App or using the Services, you agree that you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these terms, then you are expressly prohibited from using the App and Services and must discontinue use immediately.

1. The Services

PromoBrain provides an AI-powered agent designed to help Shopify merchants automate and optimize their discount campaigns. The Services may:

Analyze your Shopify and Google Analytics data.
Generate recommendations for discount strategies.
Automatically create discount codes and campaigns based on your configured rules.
Allow you to review, modify, and approve any AI-generated campaigns before they go live.

You are solely responsible for configuring the rules for the AI, reviewing its suggestions, and for the consequences of any discounts published to your store, whether manually or automatically.

2. User Accounts and Responsibilities

To use the Services, you must have a valid Shopify account. You are responsible for maintaining the confidentiality of your Shopify account and are fully responsible for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account.

3. Fees, Subscription, and Payment

Our Services are billed on a subscription basis ("Subscription"). You will be billed in advance on a recurring, periodic basis (such as monthly), as specified at the time of purchase. Subscriptions are processed through Shopify's Billing API.

Your Subscription will automatically renew at the end of each billing cycle unless you cancel it through your Shopify account. You are responsible for all applicable taxes. All fees are non-refundable.

4. Intellectual Property Rights

Our Intellectual Property: We own all right, title, and interest in and to the App and the Services, including all source code, databases, functionality, software, designs, text, graphics, and the AI algorithms and models. This also includes any insights, analyses, or recommendations generated by our AI ("AI Suggestions"). These are our proprietary property and are protected by copyright and intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for your internal business purposes in accordance with these Terms.

Your Intellectual Property: You retain all ownership rights to the data you provide to the Services from your Shopify store and any connected third-party accounts ("User Data"). You grant us a non-exclusive, worldwide, royalty-free license to use, copy, modify, and display your User Data solely for the purpose of providing and improving the Services for you.

5. User Representations

By using the Services, you represent and warrant that:

You have the legal capacity and you agree to comply with these Terms.
Your use of the Services will not violate any applicable law or regulation.
Your store and its products are legitimate and comply with Shopify's Terms of Service.

6. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, COMPLETENESS, OR PROFITABILITY OF THE AI SUGGESTIONS. WHILE WE MAY EMPLOY INTERNAL REVIEW PROCESSES, YOU ARE ULTIMATELY RESPONSIBLE FOR THE FINAL DECISION AND OUTCOME OF ANY PROMOTIONAL CAMPAIGN.

7. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

8. Term and Termination

These Terms shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time by uninstalling the App from your Shopify store. We may suspend or terminate your access to the Services at any time, without notice, for any reason, including for violation of these Terms.

9. Governing Law and Dispute Resolution

These Terms and your use of the Services are governed by and construed in accordance with the laws of the Republic of Singapore applicable to agreements made and to be entirely performed within Singapore, without regard to its conflict of law principles.

Any legal action of whatever nature brought by either you or us shall be commenced or prosecuted in the courts of Singapore, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such courts.

10. Miscellaneous

These Terms constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

11. Contact Us

To resolve a complaint regarding the Services or to receive further information, please contact us at: yong.zheng@promobrain.ai.