Terms of Service | GP Translate

SECTION 01

1. Acceptance of Terms & Eligibility

These Terms of Service ("Terms") constitute a legally binding contract entered into by and between you ("Merchant", "you", or "your") and PGS TECH LIMITED ("Company", "we", "us", or "our"), governing all installation, access, and utilization of the GP Translate application and associated services on Shopify.

By installing, enabling, or using GP Translate, you warrant that you are legally authorized to bind the merchant business, and that you have read, understood, and agreed to be unreservedly bound by these Terms and our Privacy Policy. If you do not agree to every provision herein, you must immediately uninstall and discontinue all use of the application.

SECTION 02

2. Limited License & Service Provision

Subject to continuous adherence to these Terms, PGS TECH LIMITED grants the Merchant a revocable, non-exclusive, non-transferable, non-sublicensable limited license to install and operate GP Translate strictly within authorized Shopify storefront environments.

Free Model & Service Changes: GP Translate is provided on a 100% Free Forever subscription model for core localization. We expressly reserve the unilateral right at any time, with or without prior notice, to refine, update, modify, throttle, or suspend any feature, quota, or service component to maintain system stability, security, and compliance.

SECTION 03

3. Merchant Representations & Absolute Content Responsibility

The Merchant retains complete and undivided legal responsibility for all catalog items, text, descriptions, images, prices, policies, and trademarks processed through GP Translate. The Merchant expressly warrants that:

Review Obligation: Machine and AI translations are generated by automated algorithms. The Merchant bears the strict affirmative duty to review, verify, and validate all translated strings (especially prices, product specifications, warranties, return policies, and legal disclaimers) prior to commercial publication.
Intellectual Property Compliance: All submitted store content does not infringe upon any third-party copyright, trademark, patent, trade secret, or proprietary rights.
Lawful Usage: The application shall NOT be used in connection with counterfeit goods, illicit substances, deceptive marketing, malware distribution, phishing, or any practice violating Shopify’s Acceptable Use Policy.

SECTION 04

4. BYOK (Bring Your Own Key) & Third-Party AI Engine Disclaimers

GP Translate offers an optional Bring-Your-Own-Key (BYOK) capability allowing merchants to connect their proprietary API keys from third-party artificial intelligence providers (e.g., OpenAI, Google Gemini, DeepSeek, DeepL):

Sole Account Liability: The Merchant is solely responsible for maintaining valid billing credentials, sufficient account balances, and security compliance directly with their chosen AI model vendor.
No Markup & No Vendor Liability: PGS TECH LIMITED does not mark up API tokens and acts solely as a technological proxy. We bear zero liability for AI vendor outages, rate-limiting, key revocation, token overconsumption, model deprecation, or unexpected billing incurred on the Merchant’s vendor accounts.
Security of Keys: While we employ industry-standard AES-256 encryption at rest, the Merchant is solely responsible for safeguarding access to their Shopify Admin to prevent unauthorized configuration changes.

SECTION 05

5. Comprehensive Disclaimer of Warranties

"AS IS" AND "AS AVAILABLE": TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GP TRANSLATE AND ALL ASSOCIATED SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TRANSLATION & AI DISCLAIMER: PGS TECH LIMITED SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ACCURACY, COMPLETENESS, RELIABILITY, OR NATURAL GRAMMATICAL ACCURACY REGARDING MACHINE OR AI TRANSLATIONS. WE DO NOT WARRANT THAT TRANSLATIONS WILL BE ERROR-FREE OR SUITABLE FOR LEGAL, MEDICAL, TAX, OR FINANCIAL COMPLIANCE. WE EXPRESSLY DISCLAIM ALL LIABILITY FOR CUSTOMER DISPUTES, LOST SALES, RETURN CLAIMS, REGULATORY FINES, OR REPUTATIONAL DAMAGE ARISING FROM TRANSLATION ERRORS.

CURRENCY DISCLAIMER: CURRENCY RATES ARE RETRIEVED FROM PUBLIC FINANCIAL BENCHMARKS FOR ESTIMATION ONLY. FINAL STOREFRONT PAYMENT CAPTURE REMAINS CONTROLLED EXCLUSIVELY BY SHOPIFY PAYMENTS AND THE MERCHANT’S PAYMENT GATEWAY. WE ARE NOT LIABLE FOR EXCHANGE RATE DISCREPANCIES, BANK SURCHARGES, OR FOREX VOLATILITY.

SECTION 06

6. Strict Limitation of Liability & Monetary Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PGS TECH LIMITED, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE TO THE MERCHANT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF REVENUE, PROFITS, BUSINESS REPUTATION, CATALOG DATA, STORE SUSPENSION BY SHOPIFY, OR BUSINESS INTERRUPTION), REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MAXIMUM AGGREGATE LIABILITY CAP: IN ALL CIRCUMSTANCES, THE MAXIMUM AGGREGATE MONETARY LIABILITY OF PGS TECH LIMITED ARISING OUT OF OR RELATING TO THESE TERMS OR THE APPLICATION SHALL BE STRICTLY LIMITED TO AND SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE MERCHANT TO PGS TECH LIMITED IN THE PRECEDING TWELVE (12) MONTHS, OR TEN UNITED STATES DOLLARS (USD $10.00), WHICHEVER IS LESS.

SECTION 07

7. Full Merchant Indemnification of Company

The Merchant agrees to defend, indemnify, and hold completely harmless PGS TECH LIMITED, its parent companies, affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, actions, suits, demands, liabilities, damages, judgments, settlements, losses, penalties, and expenses (including reasonable attorney fees and legal costs) arising from or relating to:

Any breach by the Merchant of these Terms, our Privacy Policy, or applicable laws;
Any dispute, chargeback, claim, or regulatory action brought by the Merchant’s storefront shoppers or government authorities relating to translated product descriptions, pricing, tax calculations, or return conditions;
Any allegation that content submitted by the Merchant infringes the copyright, trademark, trade secret, or intellectual property rights of any third party;
The Merchant’s configuration, misuse, or breach of third-party AI provider API terms (OpenAI, Gemini, DeepSeek, etc.).

SECTION 08

8. Intellectual Property, Termination, Class Action Waiver & Governing Law

Ownership: All intellectual property rights, algorithms, source code, visual designs, database architectures, documentation, and trademarks associated with GP Translate are and shall remain the exclusive proprietary property of PGS TECH LIMITED. Any merchant feedback or suggestions shall become our sole property without compensation or attribution.

Unilateral Termination: PGS TECH LIMITED reserves the unilateral right to suspend, terminate, or revoke application access immediately without liability if a merchant violates these Terms, abuses API quotas, or poses security or legal risks.

Class Action Waiver: All disputes must be resolved solely on an individual basis. The Merchant expressly waives any right to initiate, join, or participate in any class action, collective proceeding, or representative lawsuit against PGS TECH LIMITED.

Governing Law & Mandatory Arbitration: These Terms shall be governed by and construed exclusively in accordance with the laws of the Hong Kong Special Administrative Region (HKSAR). Any dispute arising out of or in connection with these Terms shall be submitted to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong, and the language of arbitration shall be English.