Terms of Service

1.1 Who we are

LazyInsight (“LazyInsight”, “we”, “us”, or “our”) provides a Shopify-embedded application that helps merchants recover abandoned carts and send AI-powered email marketing campaigns (the “Service”).

1.2 Binding agreement

These Terms of Service (“Terms”) form a legally binding contract between LazyInsight and the Shopify merchant installing or using the Service (“you”, “your”, or “Merchant”). By installing the Service from the Shopify App Store, clicking “Accept” during onboarding, or using any part of the Service, you confirm you have read, understood, and agreed to these Terms.

1.3 Incorporated documents

These Terms incorporate by reference:

• Privacy Policy at /legal/privacy
• Shopify Partner Program Agreement (governs the relationship between Shopify and us)

A separate Data Processing Agreement (DPA) and Acceptable Use Policy (AUP) are available on request by emailing privacy@lazyinsight.com. The substantive anti-spam and permitted-use rules that would appear in an AUP are integrated into Sections 5 and 6 of these Terms and are directly enforceable without a separate document.

If there is any conflict between these Terms and the Privacy Policy, the Privacy Policy prevails on data protection matters, and these Terms prevail on all other matters.

1.4 Business use only

The Service is provided solely for lawful business purposes. You represent and warrant that you are using the Service on behalf of a bona fide business (typically an e-commerce store operating on Shopify) and not as a consumer. Consumer protection laws designed to protect natural persons in personal transactions do not apply to your use of the Service.

1.5 Capacity and authority

By accepting these Terms, you represent and warrant that (i) you are at least 18 years old and have the legal capacity to enter into a binding contract; (ii) if accepting on behalf of a legal entity, you are authorized to bind that entity; and (iii) your use of the Service will comply with all laws applicable to you.

2.1 Target market and support focus

The Service is available to Shopify merchants globally. Our primary support focus, documentation, and product localisation are for merchants operating in Asia-Pacific regions, including Hong Kong, Taiwan, Singapore, Japan, South Korea, and Australia. Support for merchants in other regions is provided on a best-effort basis.

2.2 Not directed to EU/UK/EEA

The Service is not intentionally offered to, marketed to, or designed for merchants established in, or whose end customers reside in, the European Union, the European Economic Area, the United Kingdom, or Switzerland. If you operate primarily in or target customers in these regions, the Service may not meet all regulatory requirements applicable to you (including but not limited to GDPR Article 27 representative obligations, UK GDPR requirements, and country-specific ePrivacy rules). You acknowledge this limitation and assume all responsibility for compliance in those regions.

2.3 Prohibited jurisdictions

You may not use the Service if you, your business, or any beneficial owner is located in, under the control of, or a national or resident of any country subject to comprehensive sanctions by the United States, European Union, United Kingdom, Hong Kong, or the United Nations (including but not limited to Cuba, Iran, North Korea, Syria, Crimea, Donetsk, and Luhansk regions), or if you appear on any list of prohibited or restricted parties.

3.1 Shopify-based access

Access to the Service requires an active Shopify store and installation of the LazyInsight app from the Shopify App Store. Authentication is handled through Shopify’s OAuth flow. You must maintain an active Shopify merchant account in good standing to use the Service.

3.2 Accurate information

You must provide accurate, current, and complete information during installation and keep it updated. You are responsible for all activity that occurs under your Shopify store’s installation, including activity by any authorized staff member with access to your Shopify admin.

3.3 One installation per store

You may install the Service once per Shopify store. Sharing access across multiple stores requires a separate installation and separate subscription for each store.

3.4 Authorized users

You are responsible for ensuring all of your staff, contractors, and agents who access the Service comply with these Terms. Any act or omission by such users is deemed to be your act or omission.

3.5 Security

You must take reasonable steps to protect your Shopify admin credentials. LazyInsight does not store your Shopify login password and relies on Shopify’s authentication. You must notify us promptly at support@lazyinsight.com if you suspect any unauthorized use of your account.

4.1 Plans

The Service is offered in two plans, as described at /pricing:

Free Plan — $0/month indefinitely (subject to fair use): 500 Subscribed Contacts, 2,000 emails per month, 5 AI draft generations per month, 3 active workflows.

Pro Plan — a single auto-scaling plan, billed monthly via Shopify with a base recurring fee plus a usage charge that scales with your Subscribed Contact count:

• Base recurring fee: $9.00 / month (charged via Shopify AppRecurringPricing).
• Usage charge: $0.008 per Subscribed Contact per month (charged via Shopify AppUsagePricing).
• Capped amount: $2,000 / month by default. The cap is a safety ceiling that prevents the usage charge from exceeding the maximum during a billing cycle. The default cap is reached at approximately 248,875 Subscribed Contacts; for workloads larger than that, we will request your approval of a higher cap before recording additional usage.
• Pro Plan unlocks: unlimited active workflows, unlimited AI draft generations (subject to the rate limits in §4.8), custom email domain, branding removed, and priority support (24-hour SLA).

“Subscribed Contact” means a unique end-user email address with marketing consent on record that has not unsubscribed or hard-bounced. Once a contact unsubscribes or hard-bounces, they no longer count toward your usage charge for the next billing cycle.

Within the cap, charges scale automatically with your Subscribed Contact count — no additional approval is required from you for fluctuations within the cap. Raising the cap requires a one-tap approval through Shopify before the new cap takes effect.

Annual billing is not currently offered. All paid charges are billed every 30 days via Shopify.

4.2 Shopify billing

All subscription charges are processed exclusively through the Shopify Billing API. You authorize Shopify to charge your store’s payment method on our behalf. LazyInsight does not directly process or store your payment card information.

4.3 Auto-renewal

Paid subscriptions automatically renew at the end of each billing period at the then-current price for that plan. To avoid renewal, you must uninstall the Service or downgrade your plan before the renewal date through your Shopify admin.

4.4 Trial period

The Free plan serves as an indefinite trial of the Service. You may use the Free plan for as long as you wish, subject to its fair-use caps. There is no time-limited trial of paid Pro features; instead, the Free plan provides ongoing access to core functionality (abandoned cart recovery, basic templates, and limited AI generation) at no charge.

When you upgrade from Free to Pro, the first billing period begins immediately upon plan selection in your Shopify admin. We offer a 14-day money-back guarantee on your first paid charge: if you contact support@lazyinsight.com within 14 days of your first paid charge, we will process a full refund through Shopify’s refund process.

4.5 Price changes

We may change subscription prices at any time. We will notify you of any price change at least 30 days in advance via email and/or in-app notice. Changes apply at your next renewal. If you do not agree to a price change, you may uninstall the Service before renewal.

4.6 No refunds

Except where required by mandatory law, all fees are non-refundable, including fees paid for unused time after downgrade, uninstallation, suspension, or termination. Refund requests are processed through Shopify and subject to Shopify’s refund policies.

4.7 Taxes

Prices are exclusive of all taxes, duties, and levies (including VAT, GST, Hong Kong profits tax obligations on us, or withholding taxes). You are responsible for any taxes payable by you in your jurisdiction, except those legally imposed on us as the service provider.

4.8 Overage and fair use

The Free plan is subject to fair-use caps published on the pricing page. We may suspend or rate-limit Free accounts that exceed fair use without notice.

The Pro plan includes monthly quotas for Subscribed Contacts, email sends, and AI draft generations as specified at the time of subscription. If you exceed any quota, we may (i) charge documented overage fees at the rates published on the pricing page (currently $1.00 per 1,000 additional emails and $0.05 per AI draft generation), (ii) auto-upgrade your Subscribed Contact billing tier with at least seven (7) days’ advance email notice, or (iii) throttle sending or AI generation if abuse is detected.

All accounts are subject to per-user rate limits on AI generation (currently 30 generations per day, 15 per hour, and 3 per minute) to prevent abuse. We reserve the right to adjust these rate limits with reasonable notice. Rate-limit violations do not entitle you to a refund of any fees.

4.9 Failed payments

If Shopify is unable to process a payment, we may suspend paid features immediately without notice. If the failure persists for 7 days, we may downgrade your account to the Free plan. If the failure persists for 30 days, we may terminate your account and delete your data per Section 12.

5.1 Limited license

Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the term of your subscription, solely for your internal business purposes.

5.2 Restrictions

You must not, and must not permit any third party to:

1. copy, modify, adapt, translate, or create derivative works of the Service;
2. reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent expressly permitted by mandatory law;
3. sell, rent, lease, sublicense, transfer, or commercially exploit the Service;
4. remove or alter proprietary notices, trademarks, or labels;
5. use the Service to build, train, or improve a competing product or service;
6. attempt to bypass rate limits, quotas, security measures, or access controls;
7. use automated scripts, crawlers, or bots to interact with the Service except through our documented APIs;
8. benchmark or publish performance results about the Service without our prior written consent;
9. use the Service for any purpose that violates applicable law or the rights of any third party; or
10. use the Service in a manner that could damage, disable, overburden, or impair the Service.

5.3 Acceptable Use

Your use of the Service must comply with the acceptable-use rules integrated into these Terms, which prohibit (among other things) sending spam, phishing, malware, deceptive content, adult content, content promoting violence or illegal goods, and communications without recipient consent. Further anti-spam and deliverability obligations are set out in Section 6. Violation of any acceptable-use rule in these Terms is grounds for immediate suspension or termination.

5.4 Cooperation

You agree to cooperate in good faith with any investigation we conduct regarding suspected Terms violations, abuse, fraud, spam complaints, or regulatory inquiries. Failure to cooperate is itself a breach of these Terms.

6.1 Recipient consent is your responsibility

You represent and warrant that every recipient of emails or other communications sent through the Service has provided valid, verifiable, affirmative consent to receive such communications from you, in compliance with:

• CAN-SPAM Act (U.S.);
• CASL (Canada);
• GDPR and ePrivacy Directive (EU/EEA) — if applicable despite Section 2.2;
• PECR (UK) — if applicable;
• PDPO (Hong Kong Personal Data (Privacy) Ordinance);
• PDPA (Singapore);
• TCPA (U.S. for SMS if applicable);
• All other applicable anti-spam, telemarketing, and data protection laws.

6.2 No purchased, scraped, or rented lists

You must not import, upload, or send to:

1. purchased, rented, or shared email lists;
2. addresses scraped or harvested from websites, social media, or directories;
3. addresses obtained without express opt-in;
4. lists older than 12 months without re-confirming consent; or
5. addresses of individuals who have unsubscribed or requested removal.

6.3 Required email content

Every marketing email sent through the Service must contain:

1. clear identification of you as the sender, including your legal business name;
2. your physical postal address;
3. a functional, single-click unsubscribe link (we auto-include, but you must not disable);
4. a truthful subject line (no deception); and
5. identification as advertising where required by law.

6.4 Deliverability thresholds

If your sending generates any of the following:

• Spam complaint rate ≥ 0.1% (1 complaint per 1,000 delivered); or
• Hard bounce rate ≥ 4%; or
• Unsubscribe rate ≥ 2%; or
• Blacklist listing on major ISPs (Gmail, Outlook, Yahoo, Apple);

we may (at our sole discretion and without prior notice):

• require you to verify or clean your subscriber list;
• suspend sending on your account;
• isolate your sending to prevent damage to shared IP reputation;
• require you to upgrade to a plan with a dedicated IP at your expense; or
• terminate your account.

6.5 Spam traps and reputation damage

If your account sends to spam traps or causes us to be blacklisted by any major ISP or email provider, we will immediately suspend or terminate your account and stop sending on your behalf. We are not required to provide advance notice in cases of active reputation damage. Suspension or termination under this Section 6.5 does not entitle you to a refund of any fees paid for the current billing period. You remain responsible for compliance with the acceptable-use rules in Sections 5 and 6, and for any third-party claims arising from your sending activity (Section 13.1).

6.6 Automatic unsubscribe enforcement

We will automatically process one-click unsubscribe requests received through our system. Once a recipient has unsubscribed, you may not re-add them without fresh, documented consent. Attempts to circumvent unsubscribes (e.g., by re-uploading the same address) are grounds for immediate termination.

7.1 Definitions

• “Customer Content” means all content, data, materials, and information you or your authorized users submit to or generate within the Service, including but not limited to email templates, campaign copy, sender names, branding, images, and uploaded subscriber lists.
• “End User Data” means personal data of your customers, subscribers, or contacts processed through the Service (name, email address, phone number, purchase history, cart contents, etc.).
• “AI Input” means prompts, instructions, seed content, or context you submit to the Service’s AI features.
• “AI Output” means the content generated by the Service’s AI features in response to your AI Input.

7.2 Ownership of Customer Content and End User Data

As between you and us:

• You own all Customer Content and End User Data.
• You grant us a worldwide, royalty-free, non-exclusive, limited license to access, process, transmit, store, display, copy, and otherwise use Customer Content and End User Data solely to provide, maintain, improve, and secure the Service for you.
• We do not sell or share End User Data. We do not use End User Data to train general-purpose AI models.

7.3 AI Output

• You own AI Output to the extent permitted by applicable law.
• We assign to you any rights we or our AI sub-processors may have in AI Output generated specifically for you.
• You acknowledge that (i) AI Output may not be unique and similar output may be generated for other users; (ii) AI Output may contain inaccuracies, factual errors, or biased content; (iii) you are responsible for reviewing AI Output before using it; and (iv) AI Output may incorporate elements that are not protectable by copyright.

7.4 Your warranties on Customer Content

You represent and warrant that:

1. you own or have all necessary rights and consents to submit Customer Content and End User Data;
2. Customer Content and End User Data do not infringe any intellectual property, privacy, or other rights of any third party;
3. Customer Content does not contain illegal, defamatory, obscene, deceptive, or malicious material;
4. you have a lawful basis (consent, contract, legitimate interest, or other) for processing End User Data through the Service; and
5. you have provided required privacy notices to your end users.

7.5 Data export

During your active subscription, you may export subscriber lists and campaign reports through the Service at any time at no additional cost. After termination, data export is available for 30 days per Section 12.4.

7.6 Sensitive data prohibition

You must not submit through the Service any of the following categories of data:

• Government-issued ID numbers (passport, national ID, HKID, driver’s license, SSN);
• Payment card numbers (PCI-DSS regulated data);
• Bank account numbers or other financial account credentials;
• Health records, medical information, or protected health information (HIPAA-regulated);
• Children’s personal data (under 13 in US, under 16 in EU, or applicable local minimum);
• Biometric data;
• Racial, ethnic, religious, political, sexual orientation, or trade union data (GDPR Article 9 “special category” data);
• Criminal history or background check data.

If you submit such data despite this prohibition, you indemnify us for any resulting claims and we may delete it without notice.

8.1 Nature of AI features

The Service includes features powered by third-party AI models accessed via their APIs. These features help you draft email subject lines, body copy, and automation sequences. For details on what data is transmitted, retention, and our AI sub-processor(s), see our Privacy Policy Section 5.

8.2 No warranty on AI Output

AI Output is generated probabilistically and may be inaccurate, incomplete, outdated, biased, or unsuitable for your specific purpose. You must review all AI Output before sending it to end users. We make no warranty that AI Output is:

• factually accurate;
• legally compliant for your jurisdiction;
• free of bias or offensive content;
• unique;
• suitable for your brand voice; or
• free of copyright concerns.

8.3 Your responsibility for AI Output

You are solely responsible for:

1. reviewing, editing, and approving AI Output before deployment;
2. ensuring AI Output complies with advertising laws (truth in advertising, substantiation of claims, etc.);
3. ensuring AI Output does not infringe third-party rights;
4. ensuring AI Output does not contain false, deceptive, or misleading statements;
5. any consequences of sending AI Output to recipients.

8.4 Prohibited AI uses

You must not use AI features to:

1. impersonate any real person or entity;
2. generate content that deceives recipients about the source or nature of the message;
3. generate content for illegal products, services, or activities;
4. generate political propaganda, election interference content, or disinformation;
5. generate content that harasses, threatens, defames, or discriminates;
6. circumvent content policies of the underlying AI model provider.

8.5 Third-party AI provider terms

Your use of AI features is also subject to the terms of the underlying AI provider. By using AI features, you agree not to violate those terms. We will make commercially reasonable efforts to notify you of material changes, but we are not responsible for changes to third-party AI provider terms.

9.1 Our IP

We and our licensors own all right, title, and interest in and to the Service, including the software, design, underlying technology, APIs, documentation, trademarks, trade dress, and all improvements, modifications, and derivative works thereof. No rights are granted to you except as expressly stated in these Terms.

9.2 Trademarks

“LazyInsight” and our logos, product names, and marks are our trademarks. You may not use them without our prior written consent, except you may factually refer to us as your service provider (e.g., in a privacy policy listing sub-processors).

9.3 Feedback

If you provide us with suggestions, feedback, bug reports, or ideas regarding the Service (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use Feedback for any purpose, including incorporating it into our products, without obligation to you.

9.4 Aggregated data

We may generate de-identified, aggregated statistical data from your use of the Service (e.g., average campaign open rates across all merchants). We own this aggregated data and may use it for benchmarking, research, marketing, and product improvement. Such data will not identify you or any end user.

9.5 Copyright infringement notice

If you believe that content generated by or delivered through the Service infringes your copyright, you may send a written notice to our designated contact at privacy@lazyinsight.com with “Copyright Notice” in the subject line. The notice must include:

1. identification of the copyrighted work claimed to have been infringed;
2. identification of the allegedly infringing material, including the specific email message or content and the Merchant or campaign it was associated with, with enough detail for us to locate it;
3. your contact information (name, address, telephone, email);
4. a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law;
5. a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner’s behalf; and
6. a physical or electronic signature.

On receipt of a compliant notice we will review and, where appropriate, remove or disable access to the allegedly infringing material. The Merchant whose account is associated with the material may submit a counter-notice using the same contact and procedure. We will terminate the accounts of repeat infringers in appropriate circumstances.

10.1 Shopify dependency

The Service operates as a Shopify-embedded app and depends on Shopify APIs and infrastructure. We are not affiliated with, endorsed by, or sponsored by Shopify. Your use of the Service does not create any relationship with Shopify except under Shopify’s own terms. We are not responsible for Shopify outages, API changes, or policy changes.

10.2 Sub-processors

We use third-party service providers (sub-processors) to operate the Service, including cloud hosting, email delivery, AI model providers, and analytics. Our current sub-processor list and their respective locations and data categories are disclosed in our Privacy Policy and are available on request by emailing privacy@lazyinsight.com.

10.3 Third-party links and content

The Service may include links to or content from third-party websites. We do not control or endorse third-party content and are not responsible for it. Your interactions with third-party sites are governed by their terms.

11.1 Limited service warranty

We warrant that we will provide the Service using reasonable skill and care, substantially in accordance with our published documentation. This warranty does not apply to:

1. issues caused by your misuse, misconfiguration, or breach of these Terms;
2. issues caused by third-party products or services (including Shopify);
3. issues caused by your internet connection or devices;
4. Free plan users (no warranty applies to Free plan);
5. beta, preview, or experimental features, which are provided “as-is”.

11.2 Disclaimer

Except as expressly stated in Section 11.1, the Service is provided “as is” and “as available” without warranty of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, we disclaim all warranties, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, course of performance, or usage of trade.

We do not warrant that the Service will be uninterrupted, error-free, secure, or free from viruses; that it will meet your requirements; that emails will be delivered to inboxes; that AI output will be accurate or suitable; or that defects will be corrected.

11.3 No professional advice

The Service is not a substitute for professional legal, tax, compliance, or marketing advice. AI Output and Service recommendations are informational only.

12.1 Term

These Terms apply from the moment you install or use the Service and continue until terminated in accordance with this Section 12.

12.2 Termination by you

You may terminate at any time by uninstalling the Service from your Shopify admin. Termination is effective at the end of your current billing period. No refund is issued for the unused portion of the period.

12.3 Termination by us

We may suspend, limit, or terminate your access to the Service, with or without notice, if:

1. you materially breach these Terms (including the anti-spam and acceptable-use rules in Sections 5 and 6) or the Privacy Policy;
2. your use of the Service violates any applicable law;
3. your sending metrics exceed the thresholds in Section 6.4;
4. your account is the subject of a fraud, security, or abuse investigation;
5. Shopify removes the Service from the App Store;
6. payment fails per Section 4.9;
7. your account is inactive for 12 consecutive months;
8. we are required by law or court order;
9. we discontinue the Service (with at least 30 days’ notice);
10. continued provision of the Service to you creates a material risk to us or other users.

12.4 Post-termination

Upon termination:

1. your license to use the Service ends immediately;
2. we will make your data available for export for 30 calendar days;
3. after 30 days, we will permanently delete all Customer Content and End User Data associated with your account, except (i) data we are required by law to retain, (ii) aggregated/anonymized data, and (iii) data retained in routine backups that will be overwritten in the ordinary course;
4. you remain liable for all fees accrued before termination;
5. any provisions that by their nature should survive (including Sections 6.5, 7, 9, 11, 13, 14, 15, 16, 17, 18, 19) will survive.

12.5 Emergency suspension

For any of the following, we may suspend immediately and without notice:

• active spam sending causing blacklist listings;
• suspected malware or phishing campaigns;
• threats to the integrity or security of the Service;
• court order, subpoena, or government demand;
• reports of illegal content.

13.1 Your indemnity to us

You will defend, indemnify, and hold harmless LazyInsight, its affiliates, officers, directors, employees, contractors, agents, and licensors from and against any and all claims, demands, losses, damages, liabilities, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

1. your breach of these Terms (including Sections 5 and 6) or the Privacy Policy;
2. your violation of any applicable law, including data protection and anti-spam laws;
3. your Customer Content, including claims that it infringes third-party rights or is unlawful;
4. your End User Data, including claims by end users alleging lack of consent, privacy violations, or other harms;
5. disputes between you and your end users;
6. AI Output you send or use;
7. your use of the Service in any manner that damages our reputation or email deliverability (including conduct triggering suspension or termination under Section 6.5);
8. tax obligations imposed on you that we are required to pay; or
9. any third-party claim based on (a)–(h).

13.2 Our indemnity to you

We will defend you against any third-party claim alleging that your use of the Service (as provided by us and used in compliance with these Terms) infringes a third party’s intellectual property rights, and will pay damages finally awarded against you for such claim, provided that you (i) promptly notify us; (ii) give us sole control of defense and settlement; and (iii) reasonably cooperate. Our indemnity does not apply to claims arising from (a) modifications to the Service made by anyone other than us; (b) combination of the Service with other products; (c) your Customer Content or AI Output; or (d) your continued use after we notified you to stop. If a claim arises, we may at our option modify the Service, obtain a license, or terminate your subscription (with pro-rata refund for unused prepaid fees). This is our sole liability for IP infringement.

13.3 Indemnification procedures

The party seeking indemnification must (i) promptly notify the indemnifying party in writing; (ii) give the indemnifying party sole control of the defense and settlement (provided no settlement imposes obligations on the indemnified party without written consent); and (iii) provide reasonable cooperation at the indemnifying party’s expense.

14.1 Exclusion of consequential damages

To the maximum extent permitted by law, in no event will either party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, revenue, data, goodwill, business opportunities, or business interruption, even if advised of the possibility of such damages and regardless of the legal theory (contract, tort, statute, or otherwise).

14.2 Liability cap

To the maximum extent permitted by law, our total aggregate liability to you for all claims arising out of or relating to these Terms or the Service, whether in contract, tort, statute, or any other theory, will not exceed the greater of (a) the amount you actually paid to us for the Service in the six (6) months immediately preceding the event giving rise to the claim, or (b) USD $100.

14.3 Free plan liability cap

For Free plan users, our total aggregate liability will not exceed USD $100 regardless of the claim.

14.4 Exceptions to liability cap

The liability caps in Sections 14.2 and 14.3 do not apply to:

1. your indemnification obligations under Section 13.1;
2. your payment obligations under Section 4;
3. your breach of Section 5 (Restrictions), Section 6 (Anti-Spam), or Section 9 (IP);
4. either party’s liability for fraud or willful misconduct;
5. liability that cannot be excluded or limited under applicable law (such as personal injury or death caused by negligence).

14.5 Basis of the bargain

You acknowledge that the fees charged for the Service reflect the allocation of risk in these Terms, including the limitations in this Section 14, and that we would not provide the Service to you at the fees charged without these limitations.

15.1 Governing law

These Terms are governed by the laws of the Hong Kong Special Administrative Region of the People’s Republic of China, without reference to conflict of laws principles.

15.2 Jurisdiction

The courts of Hong Kong have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and the parties submit to the exclusive jurisdiction of those courts. Each party waives any objection based on forum non conveniens or improper venue.

15.3 Informal resolution

Before filing any formal legal action, you agree to attempt in good faith to resolve any dispute by contacting us at privacy@lazyinsight.com and allowing 30 days for discussion. This requirement does not apply to claims for injunctive relief or intellectual property matters.

15.4 Limitation of claims

Any claim arising out of or relating to these Terms or the Service must be filed within one (1) year of the date the claim accrued, or be permanently barred. This limitation does not apply where prohibited by mandatory law.

15.5 No class actions

To the maximum extent permitted by law, you agree to resolve disputes with us individually and not to participate in any class, collective, or representative action against us. You waive any right to have disputes heard on a class or collective basis.

16.1 Right to update

We may modify these Terms from time to time. Changes may be driven by product evolution, legal or regulatory changes, or business reasons.

16.2 Notice

We will notify you of material changes at least 30 days before they take effect via (a) email to your registered address, (b) in-app notice, or (c) prominent notice on our website. Non-material changes (e.g., clarifications, typo corrections) may take effect without individual notice.

16.3 Acceptance

Your continued use of the Service after changes take effect constitutes acceptance. If you do not agree, you must stop using the Service before the change takes effect.

16.4 Version history

Prior versions of these Terms are available on request by emailing privacy@lazyinsight.com.

17.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information. It does not include information that (a) is publicly known without breach; (b) was known before disclosure; (c) is independently developed; or (d) is received from a third party without a confidentiality obligation.

17.2 Obligations

Each party will (a) use Confidential Information only for purposes of these Terms; (b) protect it with at least the same degree of care it uses for its own confidential information, but no less than reasonable care; and (c) not disclose it to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations.

17.3 Required disclosure

A party may disclose Confidential Information when required by law or court order, provided it gives the other party reasonable prior notice (unless prohibited) so the other party can seek a protective order.

19.1 Entire agreement

These Terms, together with the Privacy Policy and any separate agreement we provide to you in writing (for example, a Data Processing Agreement executed on request per Section 1.3), constitute the entire agreement between you and us regarding the Service and supersede all prior agreements and communications.

19.2 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, or if that is not possible, severed. The remaining provisions will continue in full force and effect.

19.3 No waiver

Our failure to enforce any provision is not a waiver of our right to enforce it later.

19.4 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, or to an affiliate, without your consent.

19.5 Independent contractors

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship.

19.6 No third-party beneficiaries

These Terms do not create any third-party beneficiary rights. End users and other third parties are not parties to these Terms and have no direct contractual rights against us.

19.7 Notices

Notices to you will be sent to the email address associated with your Shopify store or displayed in the Service. Notices to us must be sent to privacy@lazyinsight.com. Notices are deemed received on the business day after sending.

19.8 Language

These Terms are written in English. Any translation is provided for convenience only; the English version prevails in the event of any inconsistency.

19.9 Publicity

You grant us the right to identify you as a customer (by name, Shopify store URL, and logo) on our website and marketing materials, unless you opt out by writing to privacy@lazyinsight.com.

19.10 Export controls

You must comply with all applicable export control laws (including U.S., EU, and HK laws). You represent that you are not located in, and not a national or resident of, any country subject to comprehensive sanctions.

19.11 Electronic signatures

You agree that clicking “Accept”, installing the Service, or continuing to use it constitutes your electronic signature to these Terms, with the same legal effect as a handwritten signature.

19.12 Headings

Section headings are for convenience only and do not affect interpretation.