Data Import and Ongoing Sync Agreement

This Data Import and Ongoing Sync Agreement ("Agreement") is a supplemental agreement between you and Shopinion Inc. ("Shopinion," "we," "us," or "our"). It governs your use of optional features that connect a third-party account, import purchase or transaction history, or keep that history synchronized with your Shopinion purchase wallet.

This Agreement supplements the Shopinion Terms of Service, Privacy Policy, Consumer Health Data Privacy Notice, and the source-specific connection screen. The Terms of Service, including its arbitration agreement, class-action waiver, liability limitations, and governing-law provisions, remain in effect. If this Agreement conflicts with the general Terms concerning a connected-source feature, this Agreement controls for that feature. A source provider's separate agreement remains between you and that provider.

The feature is optional and is not required to create a Shopinion account. If you do not agree, do not connect the source. You may continue to use other available Shopinion features, subject to the Terms of Service.

"Retailer Source" means a third-party retailer, marketplace, warehouse club, membership service, or other shopping account displayed as supported in Shopinion. Retailer Sources may include Amazon, Walmart, Costco, Target, and additional sources added or removed from time to time.

"Financial Source" means a bank, credit-card issuer, financial institution, or financial account connected through Plaid or another provider identified in the Service. "Connected Source" means a Retailer Source, Financial Source, email provider, or other account that you choose to connect.

"Import" means the retrieval and processing of disclosed purchase, order, receipt, or transaction data from a Connected Source. "Ongoing Sync" means periodic retrieval of new or updated data after the initial Import. "Connection Artifacts" means session cookies, access or refresh tokens, device or browser identifiers, or similar technical information used to maintain or reestablish a connection. "Imported Data" means data Shopinion receives or extracts through the feature.

You must be at least 18 years old and have an active Shopinion account. You represent that each Connected Source belongs to you or that the account holder has given you current, legally sufficient authority to connect it, retrieve the disclosed data, and permit Shopinion to process the data under this Agreement and the Privacy Policy.

A shared household, family, business, employer, student, or membership account may contain data about other people. Do not connect such an account unless you have authority to process the relevant data and the connection does not violate another person's rights, confidentiality, or legal obligations. You must promptly disconnect if your authority ends.

You may not misrepresent your identity, impersonate an account holder, connect an account obtained through fraud, or use another person's credentials without permission. Shopinion may request reasonable verification of ownership or authority and may refuse or disable a connection if the verification is insufficient.

Acceptance of Shopinion's general Terms of Service at registration does not authorize a Connected Source. Before an Import begins, Shopinion will present this Agreement and a source-specific screen identifying the source, the data categories requested, the intended purpose, the import period where applicable, and whether Ongoing Sync is available.

By selecting "Agree & Continue" or a comparable affirmative control, you direct Shopinion to perform the disclosed one-time Import as your technical service provider for the limited purpose of creating and maintaining your purchase wallet and providing the related features you request. This authorization does not appoint Shopinion as your general agent, fiduciary, financial adviser, or representative for purchases or other transactions.

Ongoing Sync is automatically initiated. Shopinion will record the source, Agreement version, disclosure version, import mode, data categories, date and time, and account identifier associated with your authorization. We may require renewed authorization for a material change.

For a Retailer Source, Shopinion may open the source's sign-in and account pages through a built-in browser or comparable user-directed tool. You personally enter credentials into the source interface and complete the authentication requested by the source. You then instruct Shopinion software to navigate to your purchase or order history and retrieve the fields disclosed on the connection screen.

The software may perform repetitive navigation, parsing, extraction, scrolling, or pagination on your instructions. Unless Shopinion expressly states otherwise, this method is not a direct integration, official retailer API, data-portability interface, or retailer-approved agent. The availability of a source in the Service does not represent that the source has approved or agreed to the method.

Shopinion instructs the feature to retrieve purchase-history data only. It is not designed to place an order, add or remove items from a cart, initiate a return, change a delivery address, alter account settings, redeem source benefits, access full payment-card information, communicate with sellers, or take another transactional action. Do not attempt to use the feature for those purposes.

6.1 One-time Import

A one-time Import authorizes access during the session you initiate and any reasonable technical completion, retry, or data-processing period needed to finish that Import. It does not authorize Shopinion to return to the source for future data after the Import is complete.

6.2 Ongoing Sync

You authorize Shopinion to periodically access the source and retrieve new purchases, orders, returns, cancellations, corrections, pending-to-posted transaction changes, and other disclosed updates. Ongoing Sync may occur while you are not actively using the Shopinion app. Frequency may vary by source, data availability, cost, technical conditions, and risk controls.

Ongoing Sync continues until you disconnect, your authorization or session expires, the source requires reauthentication or blocks access, Shopinion suspends or ends support, or this Agreement otherwise terminates. Shopinion may notify you when a connection needs attention but does not guarantee that every failure will be detected or reported immediately.

Unless the connection screen expressly says otherwise, Shopinion does not intentionally retain the username or password you type into a Retailer Source sign-in page as a Shopinion login credential. The source may receive those credentials through the browser session. To support an active connection or Ongoing Sync, Shopinion may retain protected Connection Artifacts, including encrypted session cookies, tokens, or device and browser identifiers.

A Connected Source may treat the built-in browser or sync process as a new device, unusual location, or automated session and may send alerts, request multifactor authentication, terminate the session, or require a new login. Review source alerts promptly. Never provide a Shopinion employee or support agent with a password, PIN, security answer, or one-time verification code.

You are responsible for protecting your device, Shopinion account, source account, and active sessions and for promptly reporting suspected unauthorized access to both Shopinion and the source. Shopinion may revoke Connection Artifacts, require reauthentication, or disable a connection when reasonably necessary for security. No online service can guarantee absolute security.

Each Connected Source is an independent third party. Unless Shopinion expressly states that a particular source has entered an integration or authorization agreement with Shopinion, the source does not sponsor, endorse, approve, certify, operate, or control Shopinion, and Shopinion is not the source's employee, partner, representative, or authorized agent. Source names and logos identify the account you choose to connect and remain the property of their respective owners.

Your source account remains governed by the source's own terms, privacy policy, membership rules, acceptable-use rules, security requirements, and other agreements. Some sources prohibit or restrict automated access, agents, scraping, data extraction, systematic downloading, third-party use of account information, or software that interacts with their services without prior approval. Those rules may change at any time.

Your instruction to Shopinion establishes your authorization as between you and Shopinion, but it does not establish that the Connected Source has authorized Shopinion or waived its contractual or technical restrictions. This Agreement does not bind a Connected Source or waive any right it may have. Shopinion does not provide legal advice about the enforceability or application of a source's terms. If you are uncertain whether a connection is permitted, do not connect the source until you obtain appropriate advice or authorization.

Shopinion retains independent responsibility for its own conduct, security, privacy practices, and legal obligations. We may decline, pause, redesign, or end a source connection even when you wish to continue it.

You may not use or direct the feature to: (a) access an account you do not own or control; (b) bypass or defeat a CAPTCHA, multifactor authentication, access denial, rate limit, bot or agent block, robot exclusion measure, or other technical control; (c) conceal or misrepresent the identity, nature, or operation of Shopinion software; (d) continue after the source or Shopinion instructs you to stop; (e) retrieve data unrelated to the disclosed purchase or transaction purpose; (f) place orders, initiate returns, change source settings, access full payment credentials, or take another transactional action; or (g) violate law, another person's rights, or a valid court or regulatory order.

Do not repeatedly retry a blocked connection, create excessive traffic, use multiple accounts to evade restrictions, provide falsified credentials or status information, or attempt to modify Shopinion software. Shopinion will not ask you to disable ordinary source security protections as a condition of using the feature.

Shopinion may impose rate limits, import windows, source-specific restrictions, reauthentication requirements, manual review, or other controls. We may preserve evidence and cooperate with a valid legal request, security investigation, or source complaint as described in the Privacy Policy and applicable law.

Depending on the source and what it makes available, a Retailer Import may include merchant or marketplace name, product or service name, category, order date, purchase date, price, quantity, currency, taxes or shipping amount where needed, order status, return or cancellation status, order identifier, product image, product link, and limited fulfillment or warranty information. The source-specific screen will identify the material categories requested.

A Financial Source connection may include financial-institution name, account type, a masked account identifier, merchant or transaction description, transaction date, amount, currency, pending or posted status, category, and transaction identifier. Shopinion should request only data reasonably necessary for the purchase-wallet feature you select. Unless separately disclosed, Shopinion does not request full payment-card numbers, bank-account passwords, check images, money-transfer authority, credit reports, or item-level product data from Plaid.

Shopinion may extract, standardize, categorize, match, deduplicate, and infer limited purchase fields from Imported Data. We may retain the minimum source, consent, connection, and audit metadata reasonably needed to operate, secure, troubleshoot, and document the feature. The Privacy Policy describes current retention and deletion practices.

Shopinion uses Plaid, or another provider identified in the Service, to connect supported banks and credit-card accounts. Plaid presents its own connection flow and separate end-user terms and privacy policy. By completing that flow, you direct Plaid and the applicable institution to provide the data categories you select to Shopinion for the disclosed purpose.

Unless a separate feature expressly says otherwise and obtains additional authorization, Shopinion uses the financial connection only to import and organize transaction history. Shopinion does not initiate payments, transfer funds, pay bills, obtain credit, dispute transactions with an institution, or change your financial account. Shopinion is not a bank, financial institution, credit bureau, payment processor, tax adviser, or financial adviser.

Plaid and financial institutions may refresh data periodically rather than in real time. Transactions may be delayed, pending, corrected, duplicated, reclassified, or omitted. A transaction description usually identifies the merchant or payee and amount but may not identify the specific item purchased. Verify important information against your official account statement.

You may disconnect the connection through Shopinion and may also be able to manage it through Plaid. Disconnecting prevents future data sharing through that connection after reasonable processing time but does not automatically delete Imported Data already stored by Shopinion. Use Shopinion deletion controls or contact privacy@shopinion.ai for Shopinion-held data.

Purchase and transaction history can reveal medical conditions, medications, reproductive or sexual health, intimate matters, legal services, financial distress, religious activity, substance use, disability, family relationships, travel, location patterns, or other sensitive facts. Do not connect a source containing information whose unauthorized access or disclosure could reasonably cause serious financial, identity, physical, medical, legal, or reputational harm unless the feature is specifically designed for that information and you understand the controls.

This Agreement is not consent to collect, process, or share consumer health data where separate consent is required. Please refer to Privacy Policy provided during app registration.

Sensitive categories are private or paused by default as described in the Privacy Policy. Shopinion may use automated classification to flag or pause suspected sensitive records for your review, but classification can be incomplete or wrong. You remain responsible for reviewing records before sharing them.

Imported Data is placed in your private purchase wallet by default. Connecting or importing a source does not automatically disclose the data to another user, merchant, advertiser, or the public. A record becomes visible only when you affirmatively use the applicable audience, category, item, message, discussion, review, merchant, or public-post control, or when a limited disclosure is necessary to provide a feature you specifically request. Auto sharing mode is also available and activated by you manually.

Shopinion may use Imported Data to create and organize your purchase wallet, support search and reminders, match products and merchants, verify a purchase under the then-current method, detect fraud or errors, provide requested AI-assisted organization or recommendations, and personalize Shopinion or merchant offers only as described in the Privacy Policy and your applicable settings. Source-specific restrictions may further limit use.

A merchant does not receive your complete purchase or transaction history merely because you view or redeem an offer. Shopinion does not use private source data as public Content or in external advertising merely because it was imported. General-purpose AI training, targeted advertising, and other uses remain subject to the Privacy Policy, source restrictions, and any separate consent required by law.

You may review, edit, hide, pause, or delete imported records using available controls. Deleting a record from Shopinion does not delete the original transaction or record from the Connected Source. Conversely, deleting or changing a source record may not immediately remove the Shopinion copy.

Imported Data and Shopinion-generated fields may be incomplete, delayed, duplicated, miscategorized, mismatched, or inaccurate because of source formatting, shared accounts, merchant descriptors, returns, split shipments, pending transactions, technical errors, or automated extraction. Product images and links may identify a similar rather than identical item.

You must review and correct a record before sharing it, relying on it for taxes, warranties, insurance, returns, legal matters, or financial disputes, or representing it as proof of a particular product purchase. A "Verified Purchase" label means only that Shopinion recognized a qualifying record under its current method; it is not a warranty of authenticity, ownership, product identity, or user opinion.

Shopinion may correct, merge, pause, or remove an obviously erroneous or duplicate record and may ask you for supporting information. Shopinion is not required to adjudicate a dispute between you and a source concerning the source's official records.

A Connected Source may change its website, data format, authentication, terms, access controls, API, security practices, or data availability without notice. A source may detect the connection, require reauthentication, terminate sessions, block software, restrict an IP address or device, suspend or close an account, change membership benefits, or discontinue data access.

Shopinion does not guarantee that a source will remain supported, that an Import or Ongoing Sync will succeed, or that all historical or future records will be available. Shopinion may add, remove, limit, slow, pause, or redesign a source for legal, contractual, policy, security, privacy, reliability, cost, or operational reasons.

If Shopinion receives a source objection, cease-and-desist demand, security notice, technical block, credible allegation of unauthorized access, or other indication of material risk, Shopinion may immediately stop the connection, delete or quarantine Connection Artifacts, preserve necessary evidence, and require reauthorization or another import method. Shopinion is not obligated to challenge a source's decision on your behalf.

You may disconnect a source through Shopinion account settings when available. Shopinion will stop future retrieval after a reasonable processing period and will delete or disable Shopinion-held Connection Artifacts according to the Privacy Policy and technical capabilities. A sync already in progress may complete before the disconnection is processed.

You may also need to log out active sessions, revoke access, change credentials, or use controls provided by the source or Plaid. Shopinion cannot guarantee that a third party will process revocation immediately or delete information it independently holds.

Disconnecting stops future retrieval but does not automatically delete Imported Data already in Shopinion. Delete individual records, delete all records from the source where the control is available, request deletion through privacy@shopinion.ai, or delete your Shopinion account. Deletion is subject to the Privacy Policy, rolling backups, fraud and security evidence, legal holds, dispute records, and other lawful retention exceptions.

If you reconnect later, Shopinion may create new records, update prior records, or receive overlapping data. We may use reasonable deduplication methods but do not guarantee that all duplicates will be detected.

You understand that using an unaffiliated connected-account tool may create source-account risks, including security alerts, multifactor challenges, session termination, loss of a saved login, temporary or permanent access restrictions, account review, suspension or closure, cancellation of membership or loyalty benefits, or a dispute with the source. You choose whether to accept those risks and may avoid them by not connecting the source.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU RELEASE SHOPINION AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS FROM CLAIMS AND LOSSES ARISING SOLELY FROM A CONNECTED SOURCE'S INDEPENDENT DECISION TO ENFORCE ITS TERMS, REQUIRE REAUTHENTICATION, BLOCK OR LIMIT ACCESS, SUSPEND OR CLOSE YOUR SOURCE ACCOUNT, CANCEL A MEMBERSHIP OR BENEFIT, OR CHANGE OR DISCONTINUE ITS SERVICE.

THIS LIMITED RELEASE DOES NOT APPLY TO THE EXTENT A CLAIM OR LOSS WAS CAUSED BY SHOPINION'S BREACH OF THIS AGREEMENT OR THE TERMS OF SERVICE, NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, ACTION BEYOND YOUR AUTHORIZATION, UNREASONABLE SECURITY OR PRIVACY PRACTICES, FAILURE TO HONOR YOUR SETTINGS, OR VIOLATION OF LAW. IT DOES NOT WAIVE A RIGHT OR REMEDY THAT APPLICABLE LAW DOES NOT PERMIT YOU TO WAIVE.

This allocation applies only between you and Shopinion. It does not release, bind, indemnify, or waive any right of a Connected Source or another third party.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE IMPORT AND SYNC FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SHOPINION DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, CONTINUOUS AVAILABILITY, SOURCE PERMISSION, COMPATIBILITY, SECURITY, AND ERROR-FREE OPERATION.

SHOPINION DOES NOT WARRANT THAT A CONNECTED SOURCE PERMITS OR WILL CONTINUE TO PERMIT THE METHOD; THAT A CONNECTION WILL AVOID SECURITY ALERTS, CAPTCHA, MULTIFACTOR AUTHENTICATION, SESSION TERMINATION, ACCOUNT REVIEW, LOCKOUT, SUSPENSION, LOSS OF BENEFITS, OR OTHER SOURCE ACTION; OR THAT IMPORTED DATA WILL BE COMPLETE, TIMELY, CURRENT, ITEMIZED, OR ACCURATE.

The limitations, aggregate liability cap, state-law savings provisions, and exclusions in Sections 25 and 26 of the Terms of Service apply to this Agreement and the import and sync features. Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited or reduces nonwaivable privacy, consumer-protection, financial-data, or consumer-health-data rights.

To the extent permitted by law, you agree to indemnify and hold harmless Shopinion and its directors, officers, employees, contractors, and affiliates from a third-party claim, loss, liability, judgment, penalty, or reasonable cost, including reasonable attorneys' fees, arising from: (a) your connection of an account you do not own or have authority to use; (b) your material misrepresentation of authority; (c) your deliberate circumvention of a source's authentication, access denial, or technical control; (d) your instruction to retrieve data you are not entitled to process; or (e) your unlawful use of Imported Data.

This obligation applies only to the extent the third-party claim is caused by your conduct. It does not require you to indemnify Shopinion for Shopinion's own breach, negligence, willful misconduct, fraud, unauthorized action beyond your instructions, security or privacy failure, or violation of law. The notice, defense, cooperation, and settlement procedures in Section 27 of the Terms of Service apply.

Shopinion may warn you, require reauthentication or verification, rate-limit an Import, pause Ongoing Sync, revoke Connection Artifacts, quarantine imported records, or disable a source or your access to the feature if we reasonably believe there is unauthorized use, fraud, a security risk, a privacy risk, a source objection, a technical block, a legal or contractual concern, or a violation of this Agreement.

We may act without advance notice when reasonably necessary to prevent ongoing harm or comply with law, source restrictions, or a valid legal request. Where appropriate, Shopinion may provide a general reason and a way to request review, but may withhold information to protect security, another person, an investigation, or a legal obligation.

Termination of a connection ends future authorization but does not automatically delete Imported Data, cancel obligations to a source, resolve a source-account dispute, or eliminate provisions that by their nature should survive, including risk allocation, disclaimers, liability limitations, indemnification, dispute resolution, and lawful retention.

Sections 28 through 30 of the Shopinion Terms of Service govern disputes arising from this Agreement, including informal resolution, binding individual arbitration, class-action and jury-trial waivers, the arbitration opt-out, governing law, and court venue. Accepting this Agreement after previously opting out of arbitration under the Terms does not cancel a valid opt-out unless you separately agree to do so.

Shopinion may update this Agreement as sources, technology, law, risks, or data practices change. We will post the updated version and revise the effective date. We will provide additional notice and obtain renewed affirmative acceptance when required by law or appropriate for a material change to the import method, data categories, purpose, Ongoing Sync, risk allocation, or dispute terms. A change does not retroactively authorize access that occurred before your acceptance.

Support: support@shopinion.ai. Privacy questions, access, deletion, and consent withdrawal: privacy@shopinion.ai. Security reports: security@shopinion.ai. Legal notices and Notices of Dispute: legal@shopinion.ai. Mailing address: Shopinion Inc., 1607 Tucumcari Dr, Houston, TX 77090, United States.