OppAction Terms of Service

1. Acceptance; Incorporated Policies; Order of Precedence

1.1 Affirmative acceptance

Customer accepts these Terms and any document expressly identified and linked as incorporated at the time of acceptance, including the DPA when applicable, by affirmatively clicking or checking an acceptance control, approving an applicable installation or Order that links to these Terms, or signing an agreement that incorporates these Terms. The acceptance interface, Order, or incorporated Terms must identify and make available the applicable DPA. Merely visiting the public marketing website, viewing these Terms, or viewing the DPA does not, by itself, constitute acceptance.

The individual accepting these Terms represents that they are authorized to bind Customer. Customer is responsible for ensuring that its Authorized Users comply with the Agreement.

1.2 Incorporated policies

The following published documents apply to Customer’s use of the Services as described below:

• Privacy Policy — provides privacy notices about OppAction’s collection, use, disclosure, retention, and protection of information. It is not a contractual warranty and does not expand OppAction’s obligations beyond the Agreement or applicable law unless these Terms expressly state otherwise
• Data Processing Addendum — applies when OppAction processes Customer Personal Data on Customer’s behalf and is available at https://oppaction.com/dpa
• Acceptable Use Policy — sets platform-use restrictions and abuse controls
• AI & Automation Disclaimer — provides additional disclosures concerning AI, recommendations, automation, and marketplace activity

The DPA becomes part of the Agreement automatically, without a separate signature, when it applies to OppAction’s processing for Customer and is expressly identified and made available through these Terms, an Order, or the applicable acceptance flow. It becomes effective for that Customer on the date Customer affirmatively accepts the applicable Terms or Order. Either party may request a countersigned copy; countersignature confirms the parties’ agreement but does not delay or condition the DPA’s effectiveness. A Feature Addendum, API addendum, beta notice, or other supplemental term becomes part of the Agreement only if it is identified and presented to Customer before Customer enables the applicable feature or separately accepts it.

1.3 Order of precedence

If documents conflict, the following order controls for that conflict: (a) a separately signed enterprise agreement; (b) the applicable Order, including a Shopify charge-approval screen; (c) an applicable DPA; (d) an accepted Feature Addendum; (e) these Terms; and (f) the incorporated policies. A document controls only within its stated scope.

2. Definitions

“Account” means the account or workspace through which Customer and its Authorized Users access the Services.

“Account Owner” means the Customer representative with primary administrative authority over an Account.

“AI Output” means content, recommendations, scores, predictions, analyses, drafts, or other results generated or assisted by automated or artificial-intelligence functionality.

“Authorized User” means an individual whom Customer authorizes to access the Services on Customer’s behalf.

“Beta Feature” means a feature identified as beta, preview, experimental, early access, evaluation, or similar pre-release status.

“Customer Content” means data, prompts, product information, images, listings, files, instructions, credentials, and other materials submitted to or retrieved by the Services on Customer’s behalf, excluding Usage Data and OppAction Materials.

“De-identified Data” means data processed using reasonable measures designed to prevent it from being associated with an identifiable person, merchant, Account, or store.

“Documentation” means OppAction’s then-current user documentation and feature instructions made available for the Services.

“Marketplace” means Shopify or another ecommerce, advertising, fulfillment, or sales platform connected to or used with the Services.

“OppAction Materials” means the Services, software, models, prompts, templates, workflows, interfaces, scoring methods, Documentation, designs, and underlying technology, excluding Customer Content and Customer-specific rights in AI Outputs under Section 8.

“Order” means a Shopify charge approval, online checkout, order form, plan-selection screen, or separately signed ordering document identifying purchased Services, fees, limits, or a Subscription Term.

“Services” means the OppAction platform, authenticated applications, websites that link to these Terms, and features, integrations, and support identified in an applicable Order or made available to Customer.

“Subscription Term” means the initial paid or trial period and each renewal period stated in the applicable Order.

“Third-Party Service” means a product, platform, model, API, Marketplace, payment processor, infrastructure provider, or other service not controlled by OppAction.

“Usage Data” means technical, operational, security, diagnostic, and usage information concerning the provision, performance, administration, and use of the Services, excluding the substantive content of Customer Content except where needed for the purposes permitted by Section 9.

3. Business Eligibility and Authority

The Services are offered solely for commercial and business use and not for personal, family, or household purposes. Customer and each Authorized User must be at least 18 years old and legally capable of entering binding agreements.

If an individual uses the Services for a business or organization, that individual represents that they have authority to bind that entity. Customer is responsible for selecting Authorized Users, assigning permissions, and ensuring lawful use of the Services, Customer Content, Marketplace accounts, and connected systems.

Customer may not use the Services if doing so is prohibited by applicable law, sanctions, export restrictions, or binding Marketplace rules.

4. Accounts, Authorized Users, and Security

Customer must provide accurate Account information, maintain appropriate access controls, protect credentials and tokens, and promptly notify security@oppaction.com of suspected unauthorized access, credential compromise, or misuse.

• Customer is responsible for Authorized User activity and for permissions, workflows, integrations, and automation configurations established through its Account.
• Customer must use reasonable security measures appropriate to its business, including multi-factor authentication when offered or required.
• Customer must not share credentials except through supported team and permission features.
• OppAction may invalidate tokens, disconnect integrations, or temporarily restrict access when reasonably necessary to address suspected compromise or material security risk.

OppAction may maintain records of acceptance events, account access, API activity, configuration changes, workflows, and other platform events. Subject to applicable law and evidentiary rules, either party may use relevant records in a dispute. No record creates an irrebuttable presumption of authorization, accuracy, or admissibility.

5. Subscriptions, Billing, Credits, Cancellation, and Taxes

5.1 Orders and payment authorization

The applicable Order states the plan, billing interval, included credits, usage limits, fees, trial terms, and other transaction-specific terms. Customer authorizes OppAction and its payment processor or Marketplace billing provider to charge the amounts disclosed in the Order. Transaction-specific disclosures control over inconsistent general descriptions.

5.2 Renewal and cancellation

Unless the Order states otherwise, a paid subscription automatically renews for successive periods equal to the initial billing period until canceled. Customer may cancel through the same Marketplace, billing platform, or Account interface used to subscribe, or through another easy-to-use method OppAction identifies. Cancellation stops future renewals and ordinarily becomes effective at the end of the then-current paid period unless the Order, billing platform, or applicable law provides for earlier termination.

If Shopify processes the subscription, Shopify’s approved billing record, subscription status, and cancellation mechanics govern monetary charge processing.

Annual-Plan Cancellation. To prevent an Annual Plan from renewing while retaining access through the prepaid annual term, the Customer must select “Cancel annual renewal” in OppAction’s Account Settings and keep the OppAction app installed. OppAction will submit the cancellation to Shopify without requesting a prorated credit. After cancellation is confirmed, the Annual Plan will not renew, but OppAction access and scheduled monthly credit allocations will continue through the displayed paid-through date, subject to these Terms. Access and further allocations end when that prepaid term expires.

Uninstalling OppAction. Uninstalling OppAction through Shopify is different from canceling annual renewal within OppAction. Uninstalling immediately ends access to OppAction and stops future scheduled credit allocations, even if time remains in a prepaid annual term. Uninstalling does not automatically entitle the Customer to a refund, prorated credit, or cash value for unused time or credits. To prevent renewal while preserving access and scheduled allocations through the prepaid annual term, the Customer must use “Cancel annual renewal” within OppAction before uninstalling.

5.3 Trials

OppAction’s standard free trial is 14 days and has no annual billing option. It does not convert to a paid subscription unless the pre-enrollment disclosure clearly states the conversion price, timing, and renewal terms and Customer affirmatively authorizes the paid subscription. Trial access and trial credits expire at the end of the 14-day trial. Trial credits do not convert into paid credits or receive a 365-day term if Customer later purchases a subscription.

5.4 Plan limits, credit allocations, expiration, and additional capacity

Included optimization credits and usage capacity are limited to the applicable Order. An annual subscription is prepaid for a one-year service term, but annual payment changes only the billing cadence: it does not issue 12 months of plan credits at once. Annual and monthly paid plans receive the applicable plan-credit allocation monthly while the paid subscription remains in effect.

Each paid-plan credit allocation expires 365 days after it is issued. Each purchased credit-pack allocation expires 365 days after purchase or issuance. Administrative or manual credits expire on the date assigned to them, or 365 days after issuance if no different date is assigned. Unused paid credits may roll forward only until their individual expiration dates. A month boundary, annual renewal, upgrade, downgrade, or billing-cadence change does not by itself reset, shorten, or extend an existing credit’s expiration date.

An active paid subscription is required to use paid-plan credits and purchased credit-pack credits. If the subscription becomes frozen, unpaid, inactive, canceled, or otherwise nonqualifying, unexpired credits remain recorded and continue to age toward expiration, but cannot be used. If Customer later establishes a qualifying paid subscription before those credits expire, the remaining unexpired credits may become usable again. Failed annual renewal creates no new annual term and no new monthly allocations.

At a credit limit, optimization activity pauses until Customer expressly purchases a credit pack or plan upgrade or receives another authorized adjustment. OppAction does not automatically charge overages, bill beyond included limits, or refill credits. A credit pack increases optimization capacity only; it does not change plan features, scan limits, batch limits, concurrency, or support. Credits are nontransferable, have no cash value, and are consumed from the oldest-expiring eligible balance first. Usage measurements and ledger records control absent manifest error.

Read-only catalog scanning does not consume optimization credits, generate AI optimization content, or publish changes. Plan-specific scan and queue limits remain governed by the applicable Order and Documentation.

5.5 Plan, cadence, price, and entitlement changes

Shopify or the applicable billing provider controls the monetary effective date, approval, deferral, and proration of a plan or billing-cadence change. When an upgrade becomes effective, higher-tier features apply and OppAction may issue only the positive difference between the old and new monthly credit allowances for the current allocation period. A downgrade does not claw back already-issued credits or shorten their expiration, but lower-tier features and future allocations apply when the downgrade becomes effective. A monthly-to-annual or annual-to-monthly change does not reset the credit balance or automatically issue another full monthly allocation. A voluntary plan or cadence change moves Customer to the then-current price for the selected plan and cadence. While Customer remains on the same plan and cadence, its existing price continues unless OppAction implements a broader repricing with at least 30 days’ advance notice and any approval or notice required by Shopify or applicable law. A material price increase applies no earlier than the next renewal following the required notice period.

5.6 Cancellation, refunds, billing errors, and payment disputes

Ordinary cancellation, including cancellation of an annual plan before the end of its prepaid term, does not create an automatic refund or prorated-refund right. Except as stated in an Order, expressly approved by OppAction, processed by Shopify or another applicable billing provider, or required by law, fees are non-refundable and unused credits have no cash or redemption value.

If OppAction approves a subscription or credit-pack refund, Shopify or the applicable billing provider remains authoritative for the monetary refund or credit. OppAction may stop future grants associated with the refunded period and reverse unused credits attributable to refunded value. Historical purchase and usage records remain in the ledger; consumed credits are not restored or automatically converted into a negative balance. A partially used credit-pack refund request may require manual review and is not guaranteed.

For a chargeback, payment dispute, reversal, failed payment, or frozen or invalid subscription, OppAction may suspend paid functionality, stop future allocations, preserve ledger history and expiration dates, and place the Account under review. If the payment is permanently reversed, OppAction may reverse remaining unused credits attributable to that payment. If the dispute resolves in OppAction’s favor and the subscription is verified as active, access to remaining unexpired credits may be restored. Customer must report a suspected billing error to billing@oppaction.com within 30 days after the charge, without limiting any non-waivable right.

5.7 Taxes and currency

Unless an Order states otherwise, prices are stated and charged in U.S. dollars. Fees exclude taxes unless stated otherwise. Customer is responsible for sales, use, value-added, withholding, and similar taxes associated with its purchases, excluding taxes based on OppAction’s net income. Shopify or the applicable billing provider may calculate, collect, invoice, or remit taxes where required.

6. License and Acceptable Use

Subject to the Agreement and during the applicable Subscription Term, OppAction grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for Customer’s internal business purposes. Customer may permit Authorized Users and contractors to use the Services on its behalf if Customer remains responsible for their compliance.

Except to the extent a restriction is prohibited by law, Customer must not:

• reverse engineer, decompile, disassemble, discover source code, extract prompts or models, or circumvent technical safeguards;
• scrape, harvest, overload, interfere with, or gain unauthorized access to the Services or another account;
• resell, sublicense, time-share, or make the Services available as a standalone service to a third party;
• use non-public OppAction Materials to develop or train a competing product or model;
• conduct or publish a benchmark intended to mislead regarding the Services or disclose non-public performance information without reasonable context;
• use the Services for unlawful surveillance, phishing, spam, counterfeit goods, infringement, deceptive advertising, fake reviews, false endorsements, Marketplace manipulation, or other prohibited conduct; or
• use the Services contrary to the Acceptable Use Policy or binding Marketplace rules.

7. AI Outputs, Recommendations, and Merchant Review

AI Outputs are probabilistic, non-deterministic, and machine-assisted. They may be inaccurate, incomplete, non-original, misleading, inconsistent, or unsuitable for Customer’s products, audience, industry, or legal obligations.

• OppAction does not provide legal, tax, financial, trademark-clearance, copyright-clearance, regulatory, or other professional advice.
• OppAction does not guarantee search rankings, traffic, conversion, revenue, Marketplace acceptance, approval, or business outcomes.
• Scores, labels, predictions, confidence indicators, comparisons, and analytics are informational signals and do not establish causation.
• Customer must review, verify, substantiate, and approve AI Outputs and claims before publishing or relying on them.
• Customer must obtain qualified review before using AI Outputs for regulated products, health or safety claims, financial products, children’s products, or other high-risk categories.

OppAction is designed around merchant review. The Services will not publish or modify Marketplace content without an instruction, approval, configuration, permission, or workflow Customer deliberately enables. If a plan offers batch auto-apply or another automated action, OppAction will identify that functionality and its controls before Customer enables it. Customer remains responsible for reviewing settings, monitoring results, and disabling unwanted workflows.

AI Outputs may resemble public content or outputs generated for others. OppAction does not guarantee originality, exclusivity, protectability, or non-infringement.

8. Customer Content, Outputs, and Feedback

8.1 Customer Content

As between the parties, Customer retains its rights in Customer Content. Customer grants OppAction and its service providers a worldwide, non-exclusive, limited license to host, copy, transmit, process, modify, display, and otherwise use Customer Content only as reasonably necessary to provide, secure, support, maintain, and improve the quality of the Services; follow Customer’s documented instructions; prevent fraud and abuse; and comply with law. For Personal Information within Customer Content that OppAction processes on Customer’s behalf, this license is limited by the applicable DPA, and cross-customer or generalized improvement use must rely on Usage Data, De-identified Data, or another use permitted by the DPA and applicable data-protection law.

Customer represents that it has the rights and permissions necessary for OppAction to process Customer Content and connect to Customer’s Accounts and Marketplaces. Customer must not submit highly sensitive or regulated information unless OppAction expressly supports that data type in writing.

8.2 AI Outputs

As between the parties and subject to applicable law, OppAction assigns to Customer any right, title, and interest OppAction may have in AI Outputs generated specifically for Customer. This assignment does not transfer OppAction Materials or rights in underlying models, prompts, methods, templates, workflows, scoring systems, or technology. AI Outputs may not qualify for intellectual-property protection and may be similar or identical to outputs generated for others.

8.3 Feedback

If Customer voluntarily provides suggestions or feedback, Customer grants OppAction a perpetual, irrevocable, worldwide, royalty-free license to use that feedback without restriction, provided OppAction does not identify Customer or disclose Customer’s Confidential Information without permission.

9. Data Processing, AI Providers, and De-identified Data

9.1 Permitted processing

OppAction may process Customer Content and Usage Data to operate, secure, troubleshoot, support, measure, and improve the quality of the Services; detect abuse and fraud; maintain audit and security records; and comply with law. When OppAction processes Personal Information within Customer Content on Customer’s behalf as a processor, service provider, contractor, or subprocessor, the applicable DPA controls and limits that processing. The Privacy Policy separately provides notice about Personal Information for which OppAction acts as a controller or business.

9.2 AI model training and providers

OppAction will not use non-public Customer Content to train a generalized AI model made available to other customers or the public unless Customer expressly opts in. OppAction may use Usage Data, human feedback, evaluations, and De-identified Data to improve safety, reliability, workflows, and product functionality, provided that use does not disclose Customer Content or identify Customer.

OppAction may transmit Customer Content, including prompts, product data, images, and related context, to AI and infrastructure providers as necessary to provide the Services. OppAction currently uses OpenAI’s API for certain AI-assisted features. OpenAI states that API inputs and outputs are not used to train or improve its models by default unless the API customer affirmatively opts in to data sharing. Depending on the endpoint and account configuration, OpenAI may retain Customer Content in abuse-monitoring logs for up to 30 days by default and may retain application state for an endpoint-specific period or until deletion. Unless an Order or DPA states otherwise, OppAction does not promise Zero Data Retention, a particular processing region, or retention controls beyond those actually configured and documented for the applicable provider account. The Privacy Policy describes current provider categories, data categories, purposes, and retention practices as of its stated revision date, and the subprocessor register provides the current processor list.

9.3 De-identified and aggregated data

OppAction may create and use aggregated and De-identified Data for lawful analytics, benchmarking, security, research, product improvement, and business purposes. OppAction will take reasonable measures designed to prevent De-identified Data from being associated with Customer or an identifiable individual, will maintain and use it in de-identified form, and will not attempt to reidentify it except where law permits testing safeguards, investigating abuse or security events, or complying with law.

9.4 Security and retention

OppAction will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of information processed. No system is completely secure. Retention, deletion, privacy rights, and security-incident practices are described in the Privacy Policy and any applicable DPA.

10. OppAction Intellectual Property

OppAction and its licensors own all right, title, and interest in OppAction Materials, including all related intellectual-property rights. No right is granted except as expressly stated in the Agreement. Unauthorized use may cause irreparable harm for which monetary damages may be inadequate.

Nothing in the Agreement prevents OppAction from independently developing products, features, methods, or materials that may be similar to ideas, concepts, or functionality reflected in Customer’s use, provided OppAction does not use Customer Content or Confidential Information except as permitted by the Agreement.

11. Third-Party Services, Shopify, and Marketplaces

The Services may interoperate with Shopify and other Third-Party Services. Third parties operate independently and may change or discontinue APIs, pricing, permissions, policies, or functionality. OppAction does not control and is not responsible for a Third-Party Service’s availability, security, content, enforcement decisions, or acts and omissions.

• Shopify is currently the only live Marketplace connector unless OppAction identifies another connector as production-ready. Each paid plan may connect every Marketplace that OppAction then identifies as supported and production-ready, without a separate marketplace-count fee or connector surcharge. This does not provide unlimited optimization: a separate marketplace-specific optimization consumes the applicable credits for each Marketplace.
• Public API access is not included unless the Order or Documentation expressly states that it is available to Customer.
• Future production-ready connectors or features may be added, modified, limited, or discontinued and may require additional permissions or accepted terms.
• Marketplace actions remain subject to the Marketplace’s terms, policies, technical limits, and enforcement decisions.
• Customer authorizes OppAction to exchange Customer Content with connected Third-Party Services only to perform the workflows and instructions Customer enables.

12. Beta and Early-Access Features

Beta Features are provided for evaluation and may be unstable, incomplete, inaccurate, changed, suspended, or discontinued without notice. They may contain defects, lose data, or never become generally available. Unless an accepted writing states otherwise, Beta Features are provided without service levels or support commitments and should not be used for production-critical activity.

Customer must test Beta Features, maintain independent backups, supervise automated behavior, and avoid relying on them for regulated or high-risk decisions. OppAction may collect feedback and Usage Data concerning Beta Features consistent with Section 9.

13. Suspension, Termination, and Data Exit

13.1 Suspension

OppAction may suspend or restrict access when reasonably necessary to address nonpayment, a material breach, unlawful activity, security threats, abuse, sanctions risk, Marketplace or provider requirements, or a threat to the Services or third parties. Where practicable and legally permitted, OppAction will provide notice and an opportunity to cure a remediable breach. Emergency action may be immediate.

13.2 Customer termination

Customer may stop using the Services and cancel a subscription as described in Section 5. Either party may terminate a separately committed Order for material breach if the breach remains uncured 30 days after written notice, except that a breach incapable of cure or creating an immediate security or legal risk may support immediate termination.

13.3 Effect of termination and data exit

Upon termination, Customer’s license ends and Authorized Users must stop using the Services. Future credit allocations stop. Unexpired paid credits may remain recorded in the Account ledger and continue toward their existing expiration dates, but they are unavailable without a qualifying active paid subscription. Customer is responsible for exporting Customer Content using available features before access ends. OppAction will respond to verified access or portability requests as required by applicable law, an applicable DPA, and Shopify requirements, but does not promise a general merchant export package or a fixed post-termination export window unless stated in an Order or DPA.

Following termination, a verified deletion request, or a Shopify redaction event, OppAction may disable access and begin deletion or anonymization of Customer Content from active systems in accordance with applicable law, Shopify requirements, implemented workflows, and any applicable DPA. Residual copies may remain in protected backups until overwritten under applicable infrastructure retention schedules and may be retained longer where reasonably necessary for security, fraud prevention, legal compliance, dispute preservation, or enforcement.

Termination does not eliminate accrued payment obligations. Sections that by their nature should survive—including ownership, payment, confidentiality, disclaimers, liability limits, indemnification, dispute resolution, and miscellaneous provisions—survive termination.

14. Warranty Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, AI OUTPUTS, BETA FEATURES, AND DOCUMENTATION ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” OPPACTION DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, COMPATIBILITY, AND UNINTERRUPTED AVAILABILITY.

OPPACTION DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; THAT OUTPUTS OR SCORES WILL BE ACCURATE, ORIGINAL, OR LEGALLY COMPLIANT; THAT DATA WILL NEVER BE LOST; OR THAT THIRD-PARTY SERVICES WILL REMAIN AVAILABLE. THESE DISCLAIMERS DO NOT LIMIT AN EXPRESS COMMITMENT IN A SIGNED AGREEMENT OR A WARRANTY THAT CANNOT LAWFULLY BE DISCLAIMED.

15. Limitation of Liability

15.1 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, TRAFFIC, RANKINGS, CUSTOMERS, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

15.2 General liability cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF OPPACTION, MUGPIRE, LLC, THEIR AFFILIATES, AND THEIR LICENSORS AND PROVIDERS ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO OPPACTION FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS ($100) IF CUSTOMER HAS NOT PAID FOR THOSE SERVICES.

15.3 Enhanced cap

OPPACTION’S TOTAL AGGREGATE LIABILITY FOR ITS BREACH OF EXPRESS CONFIDENTIALITY OBLIGATIONS, AN APPLICABLE DPA, OR EXPRESS SECURITY OBLIGATIONS WILL NOT EXCEED THE GREATER OF: (A) TWO TIMES THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE 12 MONTHS BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY; OR (B) FIVE HUNDRED U.S. DOLLARS ($500).

15.4 Exceptions and allocation

The exclusions and caps do not limit Customer’s payment obligations; Customer’s indemnification obligations; either party’s fraud, willful misconduct, or gross negligence; or liability that cannot lawfully be limited. Each cap applies collectively across all claims, events, and legal theories. The parties agree that these limitations are an essential allocation of risk and apply even if a limited remedy fails of its essential purpose.

16. Indemnification

16.1 Customer indemnity

Customer will defend, indemnify, and hold harmless OppAction, Mugpire, LLC, and their affiliates, officers, employees, and agents from third-party claims, damages, judgments, penalties, and reasonable costs and attorneys’ fees arising from: (a) Customer Content, products, listings, advertisements, or claims; (b) Customer’s unlawful or unauthorized use of the Services; (c) Customer’s material breach of the Agreement; or (d) Customer’s infringement, deceptive trade practices, fake reviews, false endorsements, privacy violations, or Marketplace violations.

16.2 Limited OppAction IP indemnity

For a paid Customer, OppAction will defend Customer from a third-party claim that Customer’s authorized use of the unmodified paid Services infringes a United States patent, copyright, or trademark, and will pay final court-awarded damages or settlements OppAction approves. This obligation does not cover claims arising from Customer Content, AI Outputs, Third-Party Services, combinations not supplied by OppAction, Customer modifications, continued use after notice, or use contrary to the Agreement.

If such a claim appears likely, OppAction may obtain continued-use rights, modify or replace the affected Services, or terminate the affected functionality and, subject to Shopify or the applicable billing provider’s mechanics, provide or request a refund or credit of prepaid fees for the unused portion of the terminated Subscription Term. This Section states Customer’s exclusive remedy for covered infringement claims.

16.3 Procedure

The indemnified party must provide prompt written notice, reasonable cooperation, and control of the defense to the indemnifying party. Delay in notice reduces obligations only to the extent materially prejudicial. The indemnifying party may not settle a claim in a manner that admits wrongdoing by, imposes nonmonetary obligations on, or fails to fully release the indemnified party without that party’s prior written consent, not to be unreasonably withheld.

17. Dispute Resolution, Arbitration, and Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION AND INCLUDES A JURY-TRIAL AND CLASS-ACTION WAIVER.

17.1 Informal notice and resolution

Before filing arbitration, the claimant must send an individualized written Notice of Dispute to the other party and allow 60 days for good-faith informal resolution. A notice to OppAction must be sent to legal@oppaction.com and Mugpire, LLC d/b/a OppAction, PO Box 2869, Jackson, WY 83001. The notice must identify the claimant, Account, relevant transaction, facts, legal basis, requested relief, and a personally signed authorization. Applicable limitation periods are tolled during the 60-day period.

17.2 Small claims and mutual emergency relief

Either party may bring an eligible individual claim in small-claims court. Either party may seek temporary or preliminary court relief reasonably necessary to preserve the status quo, protect Confidential Information or intellectual property, prevent unauthorized access or security abuse, or avoid imminent irreparable harm pending arbitration.

17.3 Binding individual arbitration

Except for matters described in Section 17.2 and claims that cannot lawfully be arbitrated, each Dispute arising out of or relating to the Agreement or Services will be resolved by final and binding individual arbitration administered by the American Arbitration Association (“AAA”). The Federal Arbitration Act governs this Section.

If AAA determines that its Consumer Arbitration Rules apply, those rules govern; otherwise, the AAA Commercial Arbitration Rules govern. The AAA Mass Arbitration Supplementary Rules apply when AAA determines their filing criteria are met. The applicable rules are available at adr.org. If AAA is unavailable or declines to administer a properly filed case, the parties will select another nationally recognized administrator or ask a court to appoint one under the Federal Arbitration Act.

17.4 Arbitrator authority, location, and fees

The arbitrator may award the same individualized remedies a court could award. The arbitrator decides the scope, interpretation, and enforceability of this arbitration agreement, except that a court decides disputes concerning contract formation, the class or representative-action waiver, the arbitration opt-out, and matters that applicable law requires a court to decide. The award must be reasoned and may be entered as a judgment in any court with jurisdiction.

The arbitration seat is Teton County, Wyoming, but hearings may occur remotely or, where required by applicable rules or law, in the claimant’s county of residence. Fees will be allocated under the applicable AAA rules, except that OppAction will pay amounts the rules or law require it to pay.

17.5 Individual proceedings; coordinated filings

THE PARTIES WAIVE JURY TRIALS AND AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, REPRESENTATIVE, COLLECTIVE, OR CONSOLIDATED ACTION. The arbitrator may grant relief only to the individual claimant and only as necessary to resolve that claimant’s claim. Coordinated individual demands remain individual proceedings but may be administered under applicable AAA Mass Arbitration Supplementary Rules.

17.6 Arbitration opt-out

Customer may opt out of Sections 17.3 through 17.5 by sending a signed notice to legal@oppaction.com within 30 days after Customer first affirmatively accepts a version of these Terms that contains the arbitration agreement. The notice must identify Customer, the Account, the accepting individual, and the email address used for the Account. Opting out does not affect any other provision. OppAction will preserve timely opt-out records and honor a valid opt-out for later versions unless Customer and OppAction expressly agree otherwise.

17.7 Arbitration-specific severability

If the individual-proceeding limitation is unenforceable for a particular claim or request for relief, that claim or request will proceed in court after completion of arbitration of all arbitrable claims, unless applicable law requires otherwise. If a court invalidates the class-action waiver in a manner that would permit class arbitration, the entire requirement to arbitrate that class claim is severed because the parties do not consent to class arbitration.

17.8 Court venue

For disputes permitted to proceed in court, the parties consent to exclusive jurisdiction in the state courts located in Teton County, Wyoming, or the United States District Court for the District of Wyoming, except where applicable law requires another forum. Each party waives a jury trial to the maximum extent permitted by law.

18. Changes to the Services and These Terms

OppAction may modify the Services, providers, models, features, integrations, limits, or Documentation. OppAction does not guarantee backward compatibility, feature persistence, Marketplace continuity, or API stability unless a signed agreement states otherwise.

OppAction may update these Terms prospectively. For a material change, OppAction will provide reasonable advance notice through the Account, email, or another appropriate channel. OppAction will require affirmative reacceptance for a material change to arbitration, billing or renewal obligations, Customer Content rights, liability limits, or data-use rights unless a signed agreement or applicable law provides another enforceable method. A change required to address law, security, fraud, abuse, or a Third-Party Service requirement may take effect on shorter notice where reasonably necessary. If Customer rejects a materially adverse change, Customer may stop using and cancel the affected Services before the change takes effect, subject to the then-current cancellation and refund terms. For an existing Customer, a newly applicable DPA or a material DPA change affecting data-use rights will not bind the Customer solely through passive publication; OppAction will obtain affirmative reacceptance of the applicable Terms or DPA, a countersignature, or another enforceable acceptance permitted by an existing signed agreement or applicable law.

19. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential, including Customer Content, non-public product plans, security information, pricing, source code, prompts, workflows, and trade secrets. Confidential Information excludes information that the recipient can document: (a) is public without breach; (b) was already lawfully known without restriction; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the discloser’s Confidential Information.

The recipient will use reasonable care to protect Confidential Information, use it only to perform or exercise rights under the Agreement, and disclose it only to personnel and providers who need to know and are bound by confidentiality obligations. A required legal disclosure is permitted if the recipient gives advance notice where lawful and reasonable assistance at the discloser’s expense.

20. Miscellaneous

20.1 Governing law

The Agreement is governed by the laws of Wyoming, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs Section 17. Mandatory laws that cannot be contractually displaced remain applicable.

20.2 Assignment

Customer may not assign the Agreement without OppAction’s written consent, except in connection with a merger or sale of substantially all of Customer’s assets if the assignee agrees in writing to the Agreement and is not a direct competitor. OppAction may assign the Agreement to an affiliate or in connection with financing, restructuring, merger, acquisition, or sale of the business or relevant assets.

20.3 Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, labor disruption, governmental action, widespread internet or cloud outages, cyberattacks not caused by its failure to use reasonable safeguards, or Third-Party Service failures. This provision does not excuse payment obligations already due or obligations that should reasonably continue, including confidentiality and reasonable incident-response duties.

20.4 Export and sanctions

Customer will comply with applicable export-control, sanctions, and trade laws and will not permit access by prohibited persons or from prohibited territories.

20.5 Entire agreement; waiver; severability

The Agreement is the entire agreement concerning its subject matter and supersedes prior or contemporaneous understandings concerning that subject. Failure to enforce a provision is not a waiver. Except as specifically stated in Section 17, if a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain effective.

20.6 Relationship; third-party rights

The parties are independent contractors. The Agreement does not create an agency, partnership, fiduciary, employment, franchise, or joint-venture relationship. Except for indemnified parties and licensors or providers protected by Sections 14 and 15, there are no third-party beneficiaries.

20.7 Notices and contact

OppAction may send operational notices to the Account or Customer’s registered email. Formal legal notices to OppAction must be sent to:

Mugpire, LLC d/b/a OppAction · PO Box 2869 · Jackson, WY 83001 · legal@oppaction.com · OppAction website