Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") form a binding legal agreement between you ("Customer," "you," or "your") and ShineCRM, operated by Sean van Gessel as a sole proprietorship based in Victoria, British Columbia, Canada ("ShineCRM," "we," "us," or "our").

These Terms govern your access to and use of the ShineCRM mobile application, web dashboard, websites, APIs, and related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Service.

If you are using the Service on behalf of a company or other organization, you represent that you have authority to bind that organization to these Terms, and references to "you" include both you personally and that organization.

2. Eligibility

You must be at least 18 years old and legally capable of entering into a binding contract to use the Service. By using the Service, you represent and warrant that you meet these requirements.

The Service is intended for use by businesses and individuals who provide exterior cleaning, window cleaning, gutter cleaning, and related services, and by their authorized employees and contractors.

3. Accounts

3.1 Account Creation

You must register an account to use the Service. You agree to provide accurate, complete, and current information and to update it as necessary.

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials.
• All activity that occurs under your account, whether authorized by you or not.
• Notifying us immediately at sean@shinecx.com of any suspected unauthorized access or security incident.

You must use a strong, unique password and should enable any additional security features we make available.

3.3 Authorized Users

You may permit your employees, contractors, and agents ("Authorized Users") to access the Service through your account. You are responsible for the actions of all Authorized Users and must ensure they comply with these Terms.

4. Subscription, Billing, and Payment

4.1 Subscription Plans

The Service is offered on a subscription basis. Plans, features, and prices are described on our website and may be updated from time to time. Plans may include:

• Monthly subscriptions billed each month in advance.
• Annual subscriptions billed annually in advance, available at a discount as listed on our pricing page.
• Usage-based charges that apply when you exceed plan limits or use specific features (such as SMS, calling, AI processing volume, or storage). Usage charges are billed in addition to your subscription fee.

4.2 Free Trial

We may offer a free trial of 3 to 7 days for new accounts. At the end of the trial, your account will automatically convert to a paid subscription using the payment method you provided, unless you cancel before the trial ends.

4.3 Payment

All payments are processed through Stripe. By providing payment information, you authorize us (and Stripe) to charge your payment method for all fees, taxes, and usage charges. You are responsible for keeping your payment information current. If a payment fails, we may suspend or terminate your access until payment is received.

4.4 Taxes

All fees are exclusive of taxes. You are responsible for any sales tax, GST/HST, VAT, or other taxes that apply to your purchase, except for taxes based on our net income.

4.5 Price Changes

We may change our prices, plan features, or usage limits at any time. For existing subscriptions, price increases will take effect at your next renewal, and we will provide notice by email at least 30 days in advance.

4.6 Refunds and Satisfaction Guarantee

• First Month Satisfaction Guarantee: New monthly Customers may request a full refund of their first month's subscription fee within 30 days of initial subscription. This guarantee is one-time only, applies only to the first monthly subscription, and does not apply to annual subscriptions, usage charges, or any subscription after the first.
• All Other Periods: Subscription fees are non-refundable. We do not provide refunds or credits for partial months, partial years, unused time, downgrades, or features you choose not to use.
• Termination for Cause: If we terminate your account for breach of these Terms, you are not entitled to any refund.

4.7 Cancellation

You may cancel your subscription at any time through your account settings or by emailing sean@shinecx.com. Cancellation takes effect at the end of your current billing period. You retain access to the Service until that date.

5. Acceptable Use

You agree not to use the Service to:

• Violate any law, regulation, or third-party right.
• Send spam, unsolicited commercial messages, or any communications that violate Canada's Anti-Spam Legislation (CASL), the US Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, or any equivalent law in any jurisdiction.
• Send SMS messages without prior express consent of the recipient as required by applicable law.
• Send marketing emails without valid consent and a working unsubscribe mechanism.
• Record any telephone call, voicemail, or other voice communication through the Service without obtaining and documenting the legal consent of every party required by applicable law in their respective jurisdictions (including without limitation jurisdictions that require all-party consent), or in any manner that violates any wiretap, eavesdropping, interception, telecommunications, or privacy law.
• Engage in fraud, deception, or impersonation.
• Harass, threaten, defame, or harm any person.
• Upload, store, or transmit any content that is illegal, infringing, defamatory, obscene, or harmful.
• Upload viruses, malware, or any code designed to disrupt or damage the Service.
• Attempt to gain unauthorized access to the Service, other accounts, or any system or network connected to the Service.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service.
• Scrape, crawl, harvest, or use automated means to extract data from the Service except through APIs we explicitly authorize.
• Resell, sublicense, rent, lease, or otherwise commercially exploit the Service or provide it to third parties as a service.
• Use the Service to build, train, or improve a competing product or service.
• Circumvent any usage limits, rate limits, or security measures.
• Use the Service in any manner that could damage, disable, overburden, or impair the Service.
• Misrepresent your identity or affiliation with any person or organization.
• Collect or store personal information of others without their consent.
• Use the Service in violation of our Privacy Policy or any applicable data protection law.

We may investigate suspected violations and take any action we deem appropriate, including suspending or terminating your account, removing content, and reporting to law enforcement.

6. Customer Data and Ownership

6.1 Definitions

• "Customer Data" means all data, content, communications, files, photos, messages, recordings, and other information that you, your Authorized Users, or your End Clients submit to or generate through the Service.
• "End Client" means a third party (such as a homeowner, property manager, or commercial client) whose information you enter into or process through the Service.

6.2 Ownership of Customer Data

As between you and ShineCRM, you retain ownership of your Customer Data.

6.3 License You Grant to ShineCRM

You grant ShineCRM a worldwide, royalty-free, perpetual, irrevocable, sublicensable license to access, use, copy, store, transmit, modify, create derivative works of, display, and process Customer Data for the following purposes:

• To operate, provide, maintain, secure, and support the Service.
• To process Customer Data through AI systems for inference (see Section 7).
• To train, improve, and develop AI models, products, and services, in accordance with Section 7 and our Privacy Policy.
• To create de-identified, anonymized, or aggregated data that no longer identifies any individual, which ShineCRM may use for any lawful purpose without restriction.
• To comply with legal obligations.

This license survives termination of your account to the extent necessary for ShineCRM to continue operating, fulfill legal obligations, and use any de-identified, anonymized, aggregated data, or trained AI models that incorporated Customer Data while the license was active.

6.4 Your Representations and Warranties Regarding Customer Data

You represent and warrant that:

• You own or have all necessary rights, licenses, consents, and permissions to submit Customer Data to the Service and to grant the licenses in Section 6.3.
• Your own privacy notice and agreements with End Clients disclose, in a manner sufficient to satisfy applicable law, that you use third-party software (including ShineCRM) to manage operations and communications, that communications may be processed and analyzed by AI, that call recordings (where applicable) are made and processed, and that End Client information is shared with service providers.
• You have obtained all consents required by applicable law from your End Clients, employees, and any other individuals whose personal information is included in Customer Data, including any consent required for AI processing, AI training, call recording, SMS messaging, and email communications.
• Your Customer Data and your use of the Service comply with all applicable laws, including privacy laws, anti-spam laws (including CASL, TCPA, and CAN-SPAM), telemarketing laws, and consumer protection laws.
• You have a lawful basis for each form of processing you direct ShineCRM to perform.
• Your Customer Data does not infringe any third-party intellectual property, privacy, publicity, or other rights.

ShineCRM may provide template privacy and consent language as a starting point. Use of any template provided by ShineCRM does not transfer responsibility for compliance to ShineCRM, and you remain solely responsible for ensuring your privacy notices and consents satisfy applicable law.

6.5 Customer Backups

You are solely responsible for maintaining your own backups of Customer Data. While we may maintain internal backups for our own operational purposes, we do not guarantee the availability or recoverability of any Customer Data.

6.6 Call Recording Specifically

The Service includes a feature that allows you and your Authorized Users to record telephone calls, voicemails, and other voice communications, and to retain those recordings on systems operated by ShineCRM and our sub-processors. Use of the call recording feature is subject to these additional terms, which are in addition to and not in place of Sections 5, 6.4, and 13.

6.6.1 Operator Control and Operator Responsibility

The call recording feature is off by default for every organization. An administrator of your organization must affirmatively enable the feature and accept an in-product attestation before any recording may be made. Once enabled, an Authorized User of your organization decides on a per-call basis whether to start a recording, and may stop a recording at any time. ShineCRM does not start, stop, pause, or otherwise control any recording. You and your Authorized Users are solely responsible for every decision to record a call, every decision not to record a call, every recording made, and every act or omission of any Authorized User in connection with the call recording feature.

6.6.2 Consent Is Your Responsibility

You are solely responsible for obtaining, evidencing, and retaining all consents required by applicable law from every party to a recorded communication before recording begins, and for ensuring that recording is permitted under the law of every jurisdiction in which any party is located, before recording begins. Some jurisdictions, including (without limitation) California, Connecticut, Delaware, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Oregon, Pennsylvania, Vermont, Washington, and most provinces of Canada (including British Columbia, Alberta, Ontario, and Quebec), require the consent of every party to the communication. Other jurisdictions require the consent of only one party. Cross-jurisdictional calls (such as a call between a party in a one-party-consent jurisdiction and a party in an all-party-consent jurisdiction) may be subject to the most restrictive rule that applies to any party. You acknowledge that you are in the best position to determine which rules apply to a given communication, that ShineCRM has no means of determining the location of any party to a communication or the rules that apply, and that ShineCRM has no obligation to investigate, advise, warn, or assist you in any consent determination.

The Service does not play any automated announcement before, during, or after a recording. The Service does not request consent on your behalf. The Service does not detect, infer, or verify the location or identity of any party to a communication. The Service does not warrant that any recording is lawful in any jurisdiction.

6.6.3 No Reliance on the Service

You agree not to rely on the Service, on any feature of the Service, on any setting, label, indicator, badge, banner, attestation, or message displayed by the Service, or on the absence of any of the foregoing, as evidence that consent has been obtained, that any recording is lawful, that any recording is complete or accurate, or that ShineCRM has reviewed, approved, audited, or assumed responsibility for any recording.

6.6.4 Prohibited Recordings

Without limiting Section 5, you specifically agree not to use the call recording feature to record: (a) any communication for which any required consent has not been obtained from every party in advance; (b) any communication subject to attorney-client privilege, doctor-patient privilege, clergy-penitent privilege, journalist-source privilege, accountant-client privilege, or any analogous legal privilege or confidentiality protection, unless every applicable rule has been satisfied; (c) any communication in which any party is a minor, unless every applicable rule for recording minors has been satisfied and a guardian has consented where required; (d) any communication for the purpose of harassment, intimidation, threats, blackmail, extortion, stalking, surveillance, discrimination, retaliation, or any unlawful purpose; (e) any communication you know or reasonably should know is taking place in a setting in which any party has a reasonable expectation of privacy that precludes recording; (f) any communication involving classified, export-controlled, or otherwise restricted information you are not authorized to record; or (g) any communication in violation of any contract, policy, court order, regulatory order, or other restriction applicable to you or to any party.

6.6.5 Retention, Deletion, and Subject Requests

Recordings are retained on our systems for the number of days configured by your organization in your settings, subject to a default and to any minimum or maximum we may set from time to time. After the retention period, recordings are deleted from our systems. You are solely responsible for downloading and preserving any recording you need to retain beyond the retention period, including any recording required as evidence in litigation, required to satisfy a legal hold, required by your record-retention policies, or required by applicable law. We have no obligation to preserve any recording past the retention period, to retrieve a deleted recording, or to recover a recording that fails to upload, save, or process.

You are responsible for promptly responding to any request from any party to a recorded communication, or from any regulator, court, or other authority, to access, correct, delete, restrict, port, or otherwise act on a recording. If we receive such a request directly, we may forward it to you and require you to handle it. You agree to indemnify us for any cost we incur in responding to or forwarding any such request.

6.6.6 Cross-Border Transfer and Sub-Processors

Recordings may be stored on, transferred through, and processed by infrastructure located outside the jurisdiction in which the communication took place, including infrastructure operated by Twilio, Supabase, Cloudflare, and other sub-processors. By using the call recording feature, you authorize the transfer, storage, processing, and sub-processing of recordings in any jurisdiction where ShineCRM or our sub-processors operate. You are solely responsible for any disclosure to recorded parties that may be required by applicable cross-border transfer rules.

6.6.7 Security and Loss

Recordings are stored on commercially reasonable secure infrastructure, but no system is perfectly secure. ShineCRM does not warrant that any recording will remain confidential, intact, retrievable, or free of loss, corruption, or unauthorized access. Without limiting Sections 11 and 12, ShineCRM has no liability for any loss of, damage to, unauthorized access to, or disclosure of any recording.

6.6.8 ShineCRM May Disable the Feature

Without limiting Sections 14.2 or 14.3, ShineCRM may disable, suspend, restrict, throttle, or remove the call recording feature, for any organization or for all organizations, at any time, with or without notice, including in response to a legal demand, a complaint, a regulatory inquiry, a change in law, a change in third-party service provider terms, an actual or suspected misuse, or for any other reason or no reason. We have no liability for any consequence of any such action.

6.6.9 Survival

Your obligations and our disclaimers and limitations in this Section 6.6 survive termination of your account and continue to apply to any recording made through the Service.

7. AI Features

7.1 AI Inference

The Service uses artificial intelligence to read, analyze, summarize, transcribe, and generate suggested actions and responses based on Customer Data, including all inbound and outbound SMS messages, emails, calls, voicemails, notes, and other communications processed through the Service.

By using the Service, you authorize ShineCRM to process all Customer Data through AI systems, including third-party AI providers such as Anthropic, OpenAI, Google, and others. AI processing is integral to the Service and cannot be disabled while you continue to use AI-dependent features.

7.2 AI Training

In addition to inference, ShineCRM uses Customer Data to train and improve AI models that power the Service. Trained models may benefit all ShineCRM Customers.

You may opt out of AI training at any time through your account settings or by emailing sean@shinecx.com. Opting out applies only to future training. ShineCRM is under no obligation to retrain, modify, or roll back AI models that have already incorporated Customer Data, because doing so is not technically feasible.

By using the Service, you specifically represent and warrant that:

• Your own privacy notice and End Client agreements adequately disclose AI processing and training of communications data, in a manner sufficient to satisfy applicable law.
• You have obtained any consents required by applicable law from End Clients and other individuals whose personal information is processed through the Service.
• You will not submit Customer Data to the Service for which the necessary disclosures and consents have not been satisfied.

7.3 AI Outputs Are Provided "As Is"

AI outputs (including suggested replies, summaries, scores, transcripts, and recommendations) may be inaccurate, incomplete, biased, offensive, or otherwise unsuitable. AI outputs are provided "as is" and "as available" with no warranty of any kind.

You are solely responsible for reviewing AI outputs before relying on them, sending them, or acting on them. You are solely responsible for any consequences arising from AI outputs you send, share, or act upon, regardless of whether you reviewed them. ShineCRM is not liable for any loss, damage, claim, or harm arising from AI outputs.

7.4 Ownership of Trained Models

ShineCRM (and any successor entity) owns all right, title, and interest in any AI models, algorithms, weights, parameters, embeddings, derivatives, and improvements created or improved using Customer Data, including all intellectual property rights in those models. You acknowledge that you have no ownership interest in any such models.

7.5 Indemnification for AI-Related Claims

In addition to the general indemnification in Section 13, you agree to defend, indemnify, and hold harmless ShineCRM from any claim brought by any End Client or other third party arising from or related to: Customer Data processed by AI through the Service; AI outputs you sent, shared, or acted upon; lack of consent from End Clients for AI processing or AI training; inadequacy of your privacy notice or End Client agreements; or your use of AI features in violation of applicable law.

7.6 Suds AI Specifically

The Service includes a feature set marketed as "Suds AI" that uses artificial intelligence to draft messages to your End Clients, to send those messages automatically where you enable automatic sending, to suggest next actions, and to summarize communications for your team. Use of Suds AI is subject to these additional terms, which are in addition to and not in place of Sections 5, 7.1 through 7.5, and 13.

7.6.1 Operator Control and Operator Responsibility

Suds AI is off by default for every organization. An owner of your organization must affirmatively enable it and accept an in-product attestation before any Suds AI activity occurs on behalf of your organization. You are the deployer of Suds AI. Whether you review each message before it is sent or you configure Suds AI to send messages automatically on your behalf, you and your Authorized Users are solely responsible for everything your organization sends to its End Clients through Suds AI, to the same extent as any message you write yourself, and for every action your organization takes in reliance on a Suds AI output.

7.6.2 Automatic Sending

You may configure Suds AI, or rules and automations that use Suds AI, to send AI-drafted or AI-personalized messages to your End Clients automatically, without individual review of each message before it is sent. By enabling any automatic-sending setting, you authorize the Service to send those messages on your behalf and you accept full responsibility for each message sent, whether or not you reviewed it, as if you had composed and sent it yourself. You are responsible for configuring your rules, templates, instructions, and automations, and for the consequences of any message they cause to be sent.

7.6.3 No Reliance on the Service

You agree not to rely on the Service, on any Suds AI output, or on any setting, label, indicator, badge, banner, attestation, or message displayed by the Service, or on the absence of any of the foregoing, as evidence that a message is accurate, appropriate, or lawful, that any required consent has been obtained, or that ShineCRM has reviewed, approved, audited, or assumed responsibility for any Suds AI output or any message sent through Suds AI.

7.6.4 Compliance With Messaging and Consumer-Protection Laws

You are solely responsible for ensuring that every message sent through Suds AI complies with all applicable marketing, anti-spam, telemarketing, privacy, and consumer-protection laws, including without limitation Canada's Anti-Spam Legislation (CASL), the U.S. CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), and analogous laws in every jurisdiction in which any recipient is located. This includes obtaining and evidencing any required consent before sending, honoring opt-out and unsubscribe requests, suppressing do-not-contact recipients, and including any sender identification and unsubscribe mechanism required by law. ShineCRM does not determine the location of any recipient, does not determine which rules apply, and has no obligation to investigate, advise, warn, or assist you in any such determination.

7.6.5 Prohibited Uses

Without limiting Section 5, you specifically agree not to use Suds AI to send any message: (a) for which any required consent has not been obtained from the recipient in advance; (b) to any recipient who has opted out, unsubscribed, or asked not to be contacted; (c) for the purpose of harassment, intimidation, deception, fraud, or any unlawful purpose; (d) that makes a false, misleading, or unsubstantiated claim, including any promise, price, guarantee, or commitment your organization is not authorized or able to honor; or (e) in violation of any contract, policy, court order, regulatory order, or other restriction applicable to you or to any recipient.

7.6.6 ShineCRM May Disable the Feature

Without limiting Sections 14.2 or 14.3, ShineCRM may disable, suspend, restrict, throttle, or remove Suds AI, for any organization or for all organizations, at any time, with or without notice, including in response to a legal demand, a complaint, a regulatory inquiry, a change in law, a change in third-party service provider terms, an actual or suspected misuse, or for any other reason or no reason. We have no liability for any consequence of any such action.

7.6.7 Survival

Your obligations and our disclaimers and limitations in this Section 7.6 survive termination of your account and continue to apply to any message sent or output generated through Suds AI.

8. ShineCRM Intellectual Property

ShineCRM and its licensors own all right, title, and interest in and to the Service, including the software, design, content, branding, trademarks, logos, AI models, documentation, and any improvements or derivatives. These Terms do not transfer any intellectual property rights to you, except for the limited license to use the Service described below.

8.1 License to Use the Service

Subject to your compliance with these Terms and payment of all applicable fees, ShineCRM grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during your subscription term.

8.2 Feedback

If you provide ShineCRM with feedback, suggestions, ideas, or recommendations regarding the Service ("Feedback"), you grant ShineCRM a worldwide, royalty-free, perpetual, irrevocable, sublicensable license to use, modify, and incorporate the Feedback into the Service or any other product or service, without obligation or compensation to you.

8.3 Reservation of Rights

All rights not expressly granted in these Terms are reserved by ShineCRM.

9. Third-Party Services and Integrations

The Service integrates with or relies on third-party services, including but not limited to Stripe, Twilio, Resend, Supabase, Anthropic, OpenAI, Google, Cloudflare, Expo, and various authentication, calendar, accounting, and communication platforms.

You may also choose to connect the Service to third-party tools (such as QuickBooks, Google, calendar applications, and others). Your use of any third-party service is subject to that provider's terms and privacy policy, not these Terms. ShineCRM is not responsible for any third-party service and is not liable for any loss or harm arising from your use of, inability to use, or actions taken by any third-party service.

10. Beta and Experimental Features

From time to time, ShineCRM may offer features designated as "Beta," "Preview," "Experimental," "Early Access," or similar ("Beta Features").

Beta Features are provided entirely "as is" and "as available," with no warranties, no service level commitments, and no guarantees of any kind. Beta Features may be unstable, contain bugs, change without notice, or be discontinued at any time. ShineCRM has no liability for any loss, damage, or harm arising from Beta Features.

11. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

ShineCRM expressly disclaims all warranties, including:

• Warranties of merchantability, fitness for a particular purpose, title, non-infringement, and quiet enjoyment.
• Any warranty that the Service will be uninterrupted, error-free, secure, accurate, complete, or available at any particular time.
• Any warranty regarding the accuracy, reliability, or quality of AI outputs, suggestions, transcripts, or any data generated by the Service.
• Any warranty that defects will be corrected or that the Service is free of viruses or other harmful components.
• Any warranty regarding third-party services, integrations, or content.

We use commercially reasonable efforts to keep the Service available, but we do not guarantee any specific uptime, availability, or performance level. We may modify, suspend, or discontinue any part of the Service at any time without notice or liability.

Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the above exclusions apply only to the extent permitted by law, and you may have additional rights.

Accuracy of Financial Calculations. The Service displays and generates various financial figures, including invoice and estimate totals, line-item pricing, taxes, payment processor fees (such as Stripe fees), payout estimates, refunds, deposits, profitability metrics, reports, and similar calculations. These figures are produced by software and may contain errors, omissions, rounding differences, stale or outdated rate data, miscategorized transactions, or other inaccuracies. Payment processor fees and other third-party charges shown in the Service are estimates based on rates published by the third party at the time of display and may differ from amounts actually charged or paid out. You are solely responsible for reviewing and verifying all financial figures before sending an invoice or estimate to an End Client, charging or refunding a payment method, recording a transaction, or relying on any figure for tax, accounting, payroll, pricing, or other business decisions, and for reconciling actual amounts against statements from Stripe, your bank, your accounting system, and any other authoritative source. ShineCRM is not liable for any loss, shortfall, overcharge, undercharge, tax error, accounting discrepancy, payout difference, refund dispute, or dispute with an End Client arising from any figure displayed by or generated through the Service.

Customer's Duty to Verify Before Sending or Acting. The Service is a tool to assist your operations. You are solely responsible for reviewing and verifying any content, totals, recipient information, scheduling, message body, attachment, photo, AI output, or other item generated by or displayed in the Service before sending it to an End Client, charging a payment method, transmitting an SMS or email, dispatching a crew, signing a document, or otherwise relying on or acting on it. ShineCRM is not liable for any consequence of any content sent, transmitted, charged, dispatched, or acted upon, regardless of whether you reviewed it.

In-Product Notices. The Service may display additional notices, warnings, disclaimers, reminders, or labels within the user interface (for example, on invoice and estimate screens, on payment processor fee displays, on AI-generated suggestions, and on reports and dashboards). Those in-product notices are incorporated into and form part of these Terms. Where an in-product notice describes a specific limitation, disclaimer, duty of verification, or instruction to reconcile against an external source, you agree to that limitation, disclaimer, duty, or instruction in addition to the general provisions of these Terms.

Call Recordings. Recordings created through the Service may be incomplete, unintelligible, missing audio from one or more parties, garbled by network or device conditions, lost in transit, never created, deleted by retention, corrupted, miscategorized, attributed to the wrong call, or otherwise unsuitable for any particular purpose, including evidentiary, training, quality assurance, or compliance use. ShineCRM does not warrant that any recording will be created, completed, transcribed, summarized, stored, retained, retrievable, admissible, authentic, or accurate. The presence, absence, state, or appearance of any in-product indicator (including without limitation any "REC" badge, recording timer, or status message) is not a representation by ShineCRM that a recording is being made, has been made, is lawful, is complete, will be saved, or will be retained. You are solely responsible for verifying the existence, completeness, integrity, lawfulness, and chain of custody of any recording before relying on it for any purpose.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

12.1 Exclusion of Indirect Damages

SHINECRM SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, BUSINESS INTERRUPTION, GOODWILL, OR ANY OTHER INTANGIBLE LOSS, EVEN IF SHINECRM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

12.2 Cap on Total Liability

SHINECRM'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICE, OR YOUR USE OF THE SERVICE IS LIMITED TO THE GREATER OF:

(A) ONE HUNDRED CANADIAN DOLLARS (CAD $100), OR
(B) THE TOTAL FEES YOU PAID TO SHINECRM IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THIS CAP APPLIES IN THE AGGREGATE TO ALL CLAIMS, NOT PER CLAIM.

12.3 Application

These limitations apply to any claim arising from or related to the Service, AI features, AI outputs, Customer Data, third-party services, security incidents, data breaches, or any other matter, regardless of legal theory. These limitations apply even if a remedy fails of its essential purpose.

Some jurisdictions do not allow certain limitations of liability. In those jurisdictions, our liability is limited to the maximum extent permitted by law, and you may have additional rights.

13. Indemnification

You agree to defend, indemnify, and hold harmless ShineCRM, its operators, employees, contractors, and successors from and against any and all claims, demands, lawsuits, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of or access to the Service.
• Your Customer Data, including any claim that Customer Data infringes any right or violates any law.
• Any failure to obtain required consent from your End Clients or any other individual.
• Any inadequacy of your own privacy notice, service agreements, or End Client disclosures.
• Your violation of these Terms, including the representations and warranties in Sections 6.4 and 7.2.
• Your violation of any law or third-party right, including privacy laws, anti-spam laws, and telemarketing laws.
• AI outputs you sent, shared, acted upon, or failed to review.
• Actions or omissions of your Authorized Users.
• Any dispute between you and any End Client, employee, or third party.
• Any claim, demand, lawsuit, regulatory action, investigation, audit, or proceeding arising from or related to any call, voicemail, or other voice communication recorded, attempted to be recorded, not recorded, retained, deleted, transcribed, summarized, accessed, or disclosed through the Service, including without limitation any claim of unlawful interception, unlawful recording, unlawful retention, unlawful disclosure, wiretap, eavesdropping, invasion of privacy, breach of confidence, violation of any one-party or all-party consent law, violation of any state or federal wiretap or telecommunications law, violation of any data protection, privacy, biometric, or consumer protection law (including GDPR, PIPEDA, CCPA, CPRA, BIPA, and equivalents), or violation of any third-party contract, policy, court order, or regulatory order.

ShineCRM may, at its option, assume control of the defense of any claim subject to indemnification, in which case you agree to cooperate fully.

14. Suspension and Termination

14.1 Termination by You

You may terminate your account at any time as described in Section 4.7.

14.2 Termination by ShineCRM

ShineCRM may suspend or terminate your account, in whole or in part, at any time, for any reason or no reason, with or without notice, including if you breach these Terms, fail to pay fees when due, we suspect fraud or illegal activity, or as required by law or a third-party service provider.

14.3 Immediate Suspension of Specific Features

To protect the integrity, security, deliverability, and reputation of the Service, we may immediately suspend specific features (including outbound email, SMS, calling, call recording, and AI features) without notice, even where we provide a longer notice period for full account termination.

14.4 Notice Period for Termination Without Cause

For terminations without cause and not based on Customer breach or risk to the Service, we will provide at least 30 days' notice by email before fully closing your account.

14.5 Effect of Termination

Upon termination: your right to access the Service ends immediately; outstanding fees become immediately due and payable; you are not entitled to any refund except as provided in Section 4.6; and Customer Data will be handled in accordance with our Privacy Policy. Sections 6, 7, 8, 11, 12, 13, 15, and any other section reasonably required to give effect to surviving provisions will survive termination.

15. Dispute Resolution, Arbitration, and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

15.1 Informal Resolution

Before initiating any formal dispute, you agree to first contact us at sean@shinecx.com and provide a written description of the dispute. We will attempt in good faith to resolve the dispute within 30 days.

15.2 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or related to these Terms or the Service shall be resolved exclusively by binding arbitration administered in Victoria, British Columbia, Canada, in accordance with the rules of the British Columbia International Commercial Arbitration Centre (BCICAC) or the Arbitration Act (British Columbia), as applicable.

The arbitration shall be conducted by a single arbitrator. The language of the arbitration shall be English. The arbitrator's award is final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.3 Class Action Waiver

YOU AND SHINECRM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

15.4 Exceptions

Either party may bring an individual action in small claims court for disputes within that court's jurisdiction. Either party may also seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.

15.5 Governing Law

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in BC, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.6 Carve-Outs Where Required by Law

If you are a consumer in a jurisdiction (such as Quebec or certain EU/UK jurisdictions) where mandatory arbitration or class action waivers are not enforceable against consumers, those provisions will not apply to the extent prohibited by law, and disputes may be brought in the courts of your jurisdiction of residence to the extent required.

16. Force Majeure

ShineCRM is not liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, pandemic, internet or telecommunications outages, third-party service provider failures, cyberattacks, or any other circumstance that could not reasonably be prevented.

17. Changes to These Terms

We may modify these Terms at any time. When we make changes:

• For material changes, we will notify you by email at least 7 days before the changes take effect.
• For minor changes (such as clarifications, formatting fixes, or updates to reflect new sub-processors or features that do not materially expand our rights or reduce yours), we may make changes effective immediately, with notice posted in the Service or updated on our website.
• For changes required by law or to address security, fraud, or other urgent matters, changes may take effect immediately.

Your continued use of the Service after the effective date of an updated version constitutes acceptance of the changes. If you do not agree to the updated Terms, your sole remedy is to stop using the Service and terminate your account.

18. Notices

Notices to you will be sent to the email address associated with your account. You are responsible for keeping your email address current. Notices are deemed received 24 hours after they are sent.

Notices to ShineCRM must be sent to sean@shinecx.com.

19. Miscellaneous

19.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements we have with you in writing, constitute the entire agreement between you and ShineCRM regarding the Service and supersede all prior or contemporaneous communications, whether oral or written.

19.2 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

19.3 No Waiver

Our failure to enforce any provision of these Terms is not a waiver of our right to enforce that provision later.

19.4 Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms without your consent in connection with a merger, acquisition, sale of assets, reorganization, or by operation of law. Any unauthorized assignment is void.

19.5 No Agency

These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship.

19.6 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights, except as expressly stated.

19.7 Headings

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

19.8 Language

These Terms are drafted in English. Any translation is provided for convenience only, and the English version controls in case of conflict.

20. Contact Us

Email: sean@shinecx.com
Mailing Address: 1279 Derby Rd, Victoria, BC, Canada