shopAds Terms of Service
Effective date: 21 July 2026
1. Introduction and acceptance
These Terms of Service (“Terms”) are a legal agreement between shopAds LLC (“shopAds”, “we”, “us”, or “our”) and you, the business that signs up for or uses the shopAds service (“you” or “the merchant”). They govern your use of our website at shopads.ai, our application at app.shopads.ai, and the shopAds Shopify app, together with the service they provide (the “Service”).
By creating an account, installing the shopAds app, or using the Service, you agree to these Terms. If you do not agree, do not use the Service. If you are entering into these Terms on behalf of a business, you confirm that you have authority to bind that business, and “you” refers to that business.
These Terms incorporate our Privacy Policy at shopads.ai/privacy-policy and, where it applies to you, our Data Processing Agreement. Please read them, as they form part of your agreement with us.
2. The Service
shopAds provides an automated service that manages online advertising for merchants. When you connect your store and your product listing account, shopAds provisions and operates the advertising account and the analytics property needed to serve you, builds, runs, and optimises advertising campaigns on your behalf, and reports on their results through your dashboard. The Service is provided on an automated basis and is designed to operate without day-to-day input from you.
The advertising channels available through the Service may change over time as we add or adjust them. We may improve, modify, or discontinue features of the Service, and we will give you reasonable notice of any material change that affects you.
Reporting. Your dashboard reports your advertising cost, clicks, and impressions at the advertising account level, together with the results the Service generates for you. That reporting is updated at least daily, and is never delayed to you by more than 24 hours. Revenue attributed to your advertising settles across the attribution window described to you at onboarding, which is a feature of how advertising is measured rather than a delay in reporting it to you. The management fee is always shown separately from your advertising spend, so that you can see what you have paid the advertising platform and what you have paid shopAds. If you ask us for the customer identifier of the advertising account we operate for you, we will provide it.
3. Eligibility and your account
The Service is for businesses, not consumers. To use it you must be at least 18 years old, be capable of forming a binding contract, and be using the Service for a genuine business purpose. You agree to provide accurate account information and to keep it up to date.
You are responsible for all activity that occurs under your account, and for keeping your login credentials secure. You must tell us promptly if you believe your account has been accessed without your authorisation.
4. Connected accounts and authorisations
To provide the Service, you authorise shopAds to access and operate the accounts you connect, being your store and your product listing account, through the permissions you grant during onboarding. You may withdraw those permissions at any time, but doing so will prevent the Service from working and may be treated as a cancellation under section 8.
To run your advertising, shopAds provisions and operates a separate advertising account, and a separate analytics property, for you within its own accounts. That advertising account is created, configured, and operated solely by shopAds, and access to it is not provided to you. You fund the advertising on it directly, through your own payment profile with the advertising platform, so that the platform charges you rather than shopAds, and you can see your advertising spend and invoices through that platform’s payments centre and through your shopAds dashboard. If your agreement ends, that advertising account is retired rather than transferred, as set out in section 8.
You remain the holder of the accounts you connect, being your store and your product listing account. You are responsible for maintaining them, for meeting the terms and policies of the platforms that provide them, and for any charges those platforms bill you directly.
5. Your responsibilities
You agree that you will:
- fund your own advertising directly with the advertising platforms, and keep those platforms’ billing in good standing;
- ensure that you have the right to advertise the products you sell, and that your products, your store, and your advertising comply with applicable law and with the policies of the advertising platforms;
- obtain and maintain any consents required from visitors to your store, including consent for advertising and analytics where the law requires it;
- keep a valid payment method on file for the management fee; and
- not misuse the Service, interfere with its operation, attempt to access it in unauthorised ways, or use it to break the law or the rules of any connected platform.
6. Fees and billing
Advertising spend. You pay for your advertising directly to the advertising platforms. shopAds never holds, funds, advances, or charges you for advertising spend. The payment relationship for your media sits between you and the advertising platforms, not with us.
Management fee. shopAds charges a management fee of 2 percent of the advertising revenue it generates for you, measured as described to you at onboarding and shown in your dashboard. The fee applies only when your campaigns exceed a 200 percent return on advertising spend. If your campaigns do not reach that return, the management fee for that period is waived in full, so you pay nothing. Advertising revenue is measured on each order as it is placed, and later refunds, cancellations, or returns do not change the advertising revenue already measured. The 200 percent return threshold is measured on the same basis.
How the fee is charged. You authorise shopAds to charge the management fee to your payment method on file, without you needing to be present for each charge, on the cadence described to you at onboarding. The fee is charged in the currency you choose. Fees are exclusive of any taxes, which are your responsibility where they apply. Each charge is accompanied by an itemised invoice, which we send to you and which shows the management fee for that period and nothing else, because your advertising spend is paid by you directly to the advertising platforms and never to us.
Failed payments. If a fee charge fails, we may retry it and may pause your campaigns until the fee is paid. Pausing campaigns for non-payment does not end your agreement, but it stops the Service from running until the balance is cleared.
7. No guarantee of results
shopAds works to improve your advertising results, but advertising outcomes depend on many things outside our control, including your products, your pricing, your store, and the auctions, policies, and decisions of the advertising platforms. We do not guarantee any particular level of sales, revenue, return, or advertising performance. The fee waiver in section 6 is a pricing term, not a promise of results.
We are not responsible for the acts or omissions of the advertising platforms, including any suspension, restriction, disapproval, price change, or policy change they apply to your accounts or campaigns.
8. Cancellation, suspension, and termination
No lock-in. There is no fixed term and no cancellation penalty. You may cancel at any time.
What happens when you cancel. The moment you cancel, we stop your campaigns immediately, so they incur no further advertising spend, and we unlink your payment profile from the advertising account so that no further spend can accrue on it. Because your advertising spend is always paid by you directly to the advertising platforms and never to shopAds, the only amount left to settle is the management fee earned up to the point you cancelled, which is charged in the ordinary way, subject to the fee waiver in section 6.
Suspension and termination by us. We may suspend or end the Service if you break these Terms, fail to pay the management fee, lose access to a connected account that the Service needs, or use the Service in a way that creates legal or policy risk for you or for us. Where it is reasonable to do so, we will give you notice and a chance to put things right first.
Effect of ending. When your agreement ends, your right to use the Service stops, your campaigns are stopped, and the advertising account that shopAds provisioned and operated for you is deactivated, so that it can no longer serve or incur spend, and retired rather than transferred. We handle your data as set out in our Privacy Policy, including deleting the personal data we hold as processor within 30 days. The accounts that are yours, being your store, your product listing account, and your customer data, remain yours and are unaffected.
9. Intellectual property
shopAds, and everything that makes up the Service, including its software, models, methods, know-how, and the way it selects, structures, and optimises advertising, is owned by us or our licensors and is protected by law. We give you a limited, non-exclusive, non-transferable, revocable right to use the Service for your own business during your agreement with us. We keep all rights we do not expressly grant you.
You may not copy, modify, resell, sublicense, reverse engineer, or attempt to derive the underlying methods of the Service, or use it to build a competing product.
You keep ownership of your own data and content. You grant us the licence to use it that we need to provide and improve the Service, as described in our Privacy Policy. If you give us feedback about the Service, we may use it freely and without obligation to you.
10. Confidentiality
Through the Service you may gain access to non-public information about how shopAds works. You agree to keep that information confidential and to use it only to receive the Service. This does not apply to information that is or becomes public through no fault of yours, that you already held, or that you are required by law to disclose.
11. Data protection
How we handle personal data is set out in our Privacy Policy. Where we process personal data about your customers and store visitors on your behalf, we do so as your processor under our Data Processing Agreement, and you act as the controller of that data. You are responsible for having a lawful basis and any required consents for the data you direct us to process. Our respective roles are described further in the Privacy Policy.
12. Third party platforms
The Service works with third party platforms, including the store platform your shop runs on, the product listing platform you connect, and the advertising and measurement platforms on which we run and measure your advertising. Your use of those platforms is governed by their own terms, and they are responsible for their own services. We are not responsible for their availability, their changes, or their acts, and a change on their side may affect how the Service works.
13. Disclaimers
The Service is provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we disclaim all warranties that are not expressly stated in these Terms, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error free, or that it will produce any particular result.
14. Limitation of liability
To the fullest extent permitted by law, shopAds will not be liable for any indirect, incidental, special, consequential, or exemplary loss, or for any loss of profits, revenue, data, goodwill, or advertising spend, arising out of or relating to the Service or these Terms, even if we have been advised of the possibility of such loss.
To the fullest extent permitted by law, our total liability for all claims arising out of or relating to the Service or these Terms will not exceed the total management fees you paid to shopAds in the 12 months before the event giving rise to the claim. For the avoidance of doubt, we are not liable for your advertising spend, which you pay directly to the advertising platforms and which we never hold or control.
Nothing in these Terms limits any liability that cannot be limited by law.
15. Indemnification
You agree to indemnify and hold shopAds harmless from any claim, loss, liability, or expense, including reasonable legal costs, arising out of your products, your content, your advertising, your use of the Service, your breach of these Terms, or your breach of any law or of the policies of a connected platform.
16. Changes to these Terms
We may update these Terms from time to time. When we make a material change, we will update the effective date above and, where appropriate, notify you. If you keep using the Service after a change takes effect, you accept the updated Terms. If you do not agree to a change, your remedy is to stop using the Service and cancel.
17. Governing law and dispute resolution
Governing law. These Terms, and any dispute arising out of or relating to them or to the Service, are governed by the laws of the State of Wyoming, United States, without regard to its conflict of laws rules.
Informal resolution first. If a dispute arises, please contact us at help@shopads.ai first, so we can try to resolve it with you directly. If it is not resolved within 30 days, either of us may start arbitration.
Binding arbitration. Any dispute that is not resolved informally will be settled by final and binding arbitration administered by the International Centre for Dispute Resolution, the international division of the American Arbitration Association, under its International Arbitration Rules. Where you qualify as a consumer rather than a business, the American Arbitration Association’s Consumer Arbitration Rules will apply instead. The seat of the arbitration will be in Wyoming, United States, and the arbitration will be conducted remotely by videoconference, so that neither you nor we need to travel for it. The arbitrator’s decision will be final, and judgment on the award may be entered in any court with jurisdiction.
Class action waiver. All disputes will be resolved on an individual basis only. You and shopAds each waive any right to bring or take part in a class, collective, or representative action. The arbitrator may not consolidate more than one person’s claims or preside over any form of representative proceeding.
Exceptions. Either party may still bring an individual claim in small claims court if it qualifies, and either party may ask a court of competent jurisdiction for urgent injunctive or other equitable relief to protect its rights or intellectual property while an arbitration is pending or being commenced.
18. General
These Terms, together with the Privacy Policy and, where it applies, the Data Processing Agreement, are the entire agreement between you and shopAds about the Service, and replace any earlier agreement on that subject.
If any part of these Terms is found to be unenforceable, the rest will remain in force. Our failure to enforce a right is not a waiver of it. You may not transfer your rights or obligations under these Terms without our consent, and we may transfer ours to an affiliate or in connection with a reorganisation, merger, or sale of our business. We are independent contractors, and nothing in these Terms creates a partnership, agency, or employment relationship. Neither party is liable for a failure to perform caused by events beyond its reasonable control.
We will send notices to you through your account or the email address on it. You can send notices to us at help@shopads.ai.
19. Contact us
If you have any questions about these Terms, contact us at help@shopads.ai.