Terms of Service

1. Definitions

1.1 Shopper Data

“Shopper Data” means any information, data, content, identifiers, transaction information, behavioral information, device information, browsing information, purchase history, demographic information, or other information relating to or reasonably capable of being associated with an identified or identifiable consumer, customer, visitor, purchaser, or user of Merchant’s website, application, storefront, checkout flow, ecommerce environment, or digital properties.

1.2 GetJacked Data

“GetJacked Data” includes:

• All Shopper Data collected by or made available to Anchor through the Services
• All data generated, inferred, derived, modeled, enhanced, aggregated, scored, or otherwise created using Shopper Data
• All network-level, cross-merchant, analytical, attribution, performance, behavioral, predictive, audience, machine-learning, optimization, or benchmarking data generated by the Services
• All anonymized, pseudonymized, aggregated, or de-identified versions of the foregoing

1.3 Merchant Content

“Merchant Content” means Merchant’s trademarks, logos, branding, product information, images, copy, catalog information, marketing materials, and other content or materials provided to Anchor or made available through Merchant’s Shopify store in connection with the Services.

2. Services

Anchor shall provide Merchant access to the GetJacked Shopify application and related Services in accordance with this Agreement.

Anchor may modify, suspend, improve, enhance, discontinue, or replace any aspect of the Services at any time in its sole discretion.

Anchor does not guarantee any minimum sales volume, revenue, conversion rate, redemption rate, consumer engagement level, advertising performance, or financial outcome.

3. Payment Terms

3.1 Payment Timing

Anchor shall have no obligation to remit any payment, credit, revenue share, commission, incentive, rebate, or other compensation earlier than thirty (30) days after the end of the calendar month in which the applicable redemption transaction occurred.

3.2 Adjustments and Offsets

Anchor may offset or deduct from amounts otherwise payable to Merchant any refunds, chargebacks, reversals, fraudulent transactions, duplicate payments, processing errors, penalties, taxes, overpayments, or other amounts owed by Merchant.

3.3 No Guaranteed Compensation

Participation in the Services does not guarantee any minimum level of compensation or consumer activity.

4. Licenses

4.1 License Granted by Merchant

Merchant grants Anchor and its affiliates a worldwide, non-exclusive, sublicensable, transferable, royalty-free license to access, host, reproduce, distribute, display, perform, modify, transmit, use, and otherwise exploit Merchant Content as reasonably necessary to provide, operate, market, support, improve, and promote the Services.

4.2 Ownership

Merchant retains ownership of Merchant Content. Anchor retains all right, title, and interest in and to the Services, software, technology, algorithms, methodologies, databases, interfaces, APIs, reports, analytics, data models, and GetJacked Data, including all intellectual property rights therein.

5. Data Usage Rights

5.1 Merchant Authorization

Merchant grants Anchor a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free right to collect, access, receive, host, store, process, analyze, combine, enrich, reproduce, disclose, commercialize, and otherwise use GetJacked Data for any lawful business purpose, including:

• Operating and improving the Services
• Analytics and attribution
• Audience segmentation
• Advertising and retargeting
• Campaign and conversion optimization
• Statistical modeling and machine learning
• Artificial intelligence training
• Benchmarking
• Product development
• Creation of derivative datasets
• Licensing or commercialization of data products

5.2 Merchant Privacy Obligations

Merchant represents and warrants that Merchant shall maintain a publicly accessible privacy policy and obtain all rights, permissions, authorizations, and consents necessary for Anchor to lawfully exercise the rights granted under this Agreement.

5.3 Independent Business Purposes

Merchant acknowledges that Anchor may collect and use Shopper Data for Anchor’s own independent business purposes including analytics, advertising, attribution, audience development, and network optimization.

5.4 Derived and Aggregated Data

As between the parties, Anchor exclusively owns all rights in GetJacked Data, derived data, modeled data, inferred data, aggregated data, anonymized data, benchmark data, machine-learning outputs, and all improvements or enhancements thereof.

6. Merchant Representations and Warranties

• Merchant has full authority to enter into this Agreement
• Merchant’s use of the Services complies with applicable laws and Shopify requirements
• Merchant owns or possesses all rights necessary for Merchant Content and Shopper Data
• Merchant will not use the Services for unlawful, deceptive, fraudulent, infringing, or misleading purposes
• Merchant will obtain all legally required notices, disclosures, and consents relating to Shopper Data

7. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANCHOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, PERFORMANCE, SECURITY, OR ERROR-FREE OPERATION.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANCHOR SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL.

Anchor’s total cumulative liability shall not exceed the average monthly payments made by Anchor to Merchant during the six (6) months preceding the claim.

9. Indemnification

Merchant shall defend, indemnify, and hold harmless Anchor and its affiliates from and against any claims, damages, liabilities, penalties, fines, judgments, costs, or expenses arising out of or related to Merchant’s breach of this Agreement, Merchant Content, Merchant’s privacy policy, or Merchant’s violation of applicable law.

10. Term and Termination

This Agreement shall remain in effect until terminated. Anchor may suspend or terminate Merchant’s access to the Services at any time, with or without notice, for any reason or no reason.

Provisions relating to data rights, intellectual property, limitation of liability, indemnification, arbitration, and governing law shall survive termination.

11. Arbitration; Class Action Waiver

Any dispute arising out of or relating to this Agreement or the Services shall be resolved exclusively by binding arbitration administered by the American Arbitration Association in Seattle, Washington, except where claims are not legally capable of arbitration.

THE PARTIES AGREE THAT ANY CLAIM SHALL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS PART OF A CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to conflict of laws principles.

13. Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, agency, franchise, or employment relationship.

14. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the Services and supersedes all prior or contemporaneous negotiations, discussions, agreements, proposals, understandings, or representations.

15. Miscellaneous

• Merchant may not assign this Agreement without Anchor’s prior written consent
• Anchor may freely assign, transfer, delegate, or sublicense this Agreement
• If any provision is held invalid or unenforceable, the remaining provisions remain in effect
• No waiver is effective unless in writing
• Anchor shall not be liable for delays caused by circumstances beyond its reasonable control
• Electronic acceptance of this Agreement constitutes a legally binding signature