Effective date: October 24, 2026
This standard agreement governs business use of the LocalShopCart application and related LocalShopCart services (the “Service”). It is between LocalShopCart, operated by Minervit LLC, based in Ohio, USA (“Provider,” “we,” or “us”) and the business identified during shop registration (“Shop” or “you”). If you operate as a sole proprietor, the Shop means you in your business capacity.
1. Electronic acceptance, authority, and accounts
By selecting the agreement checkbox and completing the “Agree and create shop” action, or an equivalent action clearly identified as accepting this agreement during shop activation, you accept this agreement electronically on behalf of the Shop. You confirm that you are at least 18, legally able to contract, and authorized to bind that business. If you do not agree or lack that authority, do not complete shop activation. The agreement takes effect when that acceptance is recorded and we activate the Shop's account. No handwritten signature, separately signed copy, or Provider countersignature is required.
The Shop's legal name, business contact details, authorized account holder, and any selected service plan are supplied through registration and account settings. The Shop will keep those details accurate. We may verify business identity or authority before granting or restoring access. Creating an individual customer account alone does not enroll a business or accept this agreement for a Shop.
You agree to receive this agreement and Service-related notices electronically through the account or the Shop's designated email address. Keep that address current and monitor it. You may save or print this agreement and request a copy of the version associated with your acceptance at legal@minervit.ai. If you no longer wish to transact electronically, you may close the Shop account under Section 8; doing so does not undo earlier acceptance or obligations already incurred. Electronic contract acceptance is separate from consent to optional text messages.
Provider permits the Shop and its authorized users to access the Service for the Shop's operations while this agreement remains in effect. The Shop will grant access only to people who need it and promptly remove access when a person's role ends. Invited staff act under the Shop's account and assigned permissions; they do not need a separately negotiated agreement or signature form. The Shop must ensure they follow the applicable account security, acceptable-use, privacy, and messaging rules. A staff invitation or ordinary staff sign-in does not itself authorize that person to accept a paid plan or bind another business.
Authorized users must use individual credentials where provided, protect accounts and private customer information, and use only the permissions assigned to them. The Shop will report suspected unauthorized access promptly. The Shop is responsible for its users' authorized business activity and for reasonable administration of their access.
2. Service scope and Shop responsibilities
The Service supports product listings, pickup order requests, preparation and status workflows, customer communications, accounts, and related Shop administration as enabled for the Shop. An order request remains pending until the Shop confirms or declines it. Customer payments occur at pickup; the Service does not currently process online customer payments, deposits, or refunds.
The Shop is the seller of its products and is responsible for lawful operation, required licenses and inspections, accurate product descriptions and pricing, actual weights, labeling, ingredients and allergens, food safety, staff supervision, taxes, preparation, pickup arrangements, and customer service. The software does not certify regulatory compliance or replace the Shop's independent checks.
The Shop will review requests promptly, keep order statuses accurate, discuss unavailable items or material changes with the customer, and avoid treating an estimate as a guaranteed final weight or total. It will disclose applicable purchase, cancellation, and refund terms before relying on them and honor mandatory consumer rights. It will not use platform terms to disclaim its food-safety obligations.
3. Customer data and communications
The Shop retains its rights in its business records and uploaded content, subject to customers' privacy rights. It authorizes Provider to handle the information needed to operate and support the Service and fulfill the Shop's lawful instructions. Provider retains responsibility for its own platform administration, security, and legal obligations. This agreement does not give either party ownership of a person's privacy rights or unlimited rights to use their information.
The Shop will collect only information reasonably needed for orders and permitted operations, provide accurate notices, and use customer information only for the purposes disclosed and lawfully authorized. It must not sell customer information obtained through the Service, expose another customer's records, or use order contact details or SMS consent for unrelated marketing.
Provider and the Shop will restrict access to authorized personnel and necessary service providers, use reasonable safeguards, and assist each other with applicable privacy requests and investigations. Each will notify the other without undue delay after discovering unauthorized access to shared customer information and cooperate with legally required notifications. No particular regulatory certification or fixed incident-response deadline is promised by this agreement beyond applicable law.
These permissions are subject to the stricter SMS information and consent restrictions in Section 4.
If applicable law requires additional data-processing terms, the parties will enter into those terms, which may be accepted electronically, before beginning processing that requires them. This agreement does not itself supply international transfer clauses or an enterprise data-processing addendum.
4. SMS and email rules
The Service's messages are transactional; marketing texts are not permitted. The Shop must use the approved platform opt-in and verification flows and must obtain the recipient's own affirmative consent before any recurring order-status texts. It must not preselect consent, treat a phone number or order as permission, claim consent on another person's behalf, or upload purchased contact lists.
The Shop must preserve the sender identity and disclosures used by LocalShopCart, including message purpose, frequency, rates, STOP/HELP instructions, and applicable privacy notices. It must not change approved consent wording or reuse a disclosure version for different text. It will retain or permit Provider to retain appropriate consent evidence and honor suppression and unsubscribe controls. Verification messages requested by a customer are separate from recurring order-status consent.
Mobile information will not be shared with third parties or affiliates for marketing or promotional purposes. Text messaging originator opt-in data and consent will not be shared with any third parties.
The Shop will not transfer or repurpose consent, attempt to evade an opt-out, or use a different number to continue unwanted messaging. Provider may disable messaging to address missing consent, abuse, provider restrictions, or delivery issues. Carrier delivery is not guaranteed; the Shop must have a practical way to handle time-sensitive customer questions.
5. Content, confidentiality, and acceptable use
The Shop grants Provider a nonexclusive license to host, display, format, and transmit its business name, logos, product information, and other submitted material as needed to provide and support its storefront and Service. The Shop confirms it has the necessary rights. Public endorsement, advertising, or case-study use of the Shop's identity requires its separate permission.
Provider retains rights in its software and platform materials. The Shop may not resell platform access, copy the software except as permitted by law, bypass security, access another Shop's private records, introduce harmful code, or use the Service for unlawful conduct.
Each party will protect the other's nonpublic business information using reasonable care and use it only to perform this agreement or comply with law. This obligation does not cover information lawfully obtained independently, already public without a breach, or approved for release. Customer information remains subject to privacy obligations even if other business information is no longer confidential.
6. Fees and support
The Shop owes only platform and messaging fees disclosed before its authorized representative selects and confirms the applicable plan or paid feature. Any applicable amount, billing interval, usage allowance or overage rate, taxes, renewal terms, and cancellation or refund conditions must be displayed before that confirmation. The accepted plan details form part of this agreement. Selecting a paid plan may be completed electronically; no separate signature form is required.
Creating a free account does not by itself authorize charges or automatic conversion to paid access. Any recurring charge requires the Shop's separate agreement to clearly disclosed recurring-billing terms. These provisions do not state that a paid plan or online billing feature is currently offered. Changes to agreed charges or renewal terms will be disclosed in advance, with renewed acceptance where required by law or the applicable plan terms.
Provider will not charge undisclosed customer payment-processing fees for the pickup-only Service. The Shop is responsible for its own equipment, connectivity, and in-store payment arrangements. Undisputed agreed fees remain payable when due; billing disputes should be raised promptly with enough detail to investigate.
Support is available through support@localshopcart.com. The Service does not include a guaranteed response time, uptime percentage, recovery objective, or service credit unless separately agreed in writing. The Shop should maintain a practical fallback for taking orders and contacting customers during an outage.
7. Service changes
Provider may maintain and improve the Service and will give reasonable advance notice of a material reduction in core functionality where practical. Security or legal issues may require urgent restrictions. Paid-plan changes follow Section 6; continuing to use the Service without charge does not silently authorize a paid subscription.
We may update this agreement and will identify each version and effective date. We will notify the Shop of material changes through the account or its designated email and request electronic acceptance before applying material new contractual obligations to that Shop. An authorized representative may accept through the same type of clearly labeled action used at registration. Changes apply prospectively. If the Shop declines required updated terms, it may end its use under Section 8; we may end access on reasonable notice rather than apply unaccepted terms retroactively. Changes to this agreement do not change a customer's SMS consent.
8. Suspension and termination
This agreement continues until terminated under this section. The Shop may end it by closing its Shop account using available account controls or by requesting closure from support@localshopcart.com. Any previously accepted paid-plan commitments and cancellation terms continue to govern amounts due; this agreement does not create a minimum paid term. Provider may end the agreement on 30 days' electronic notice. Either party may terminate for a material breach that remains uncorrected 10 days after electronic notice describing it. Provider may suspend access immediately where reasonably necessary to stop unlawful activity, a serious security threat, or messaging abuse, and will explain the action when legally and practically possible.
The Shop remains responsible for outstanding customer requests and agreed fees already earned. Before termination, or within a reasonable period afterward when advance access is impractical, the parties will cooperate on a reasonable transfer of the Shop's available business records in a commonly usable format, subject to identity checks, customer privacy, legal restrictions, and exclusion of Provider's internal security records and other Shops' information. This is a contractual assistance commitment, not a promise that a self-service export feature exists.
Ending access does not automatically erase order, feedback, consent, or legally required records. Retention and privacy requests follow the Privacy Policy and applicable law, including honoring deletion requests where required by law, and the Shop will cooperate with those requests. Order records are kept for accounting; personal information in them is removed or redacted where the law requires. Confidentiality, accrued payment duties, relevant content rights for retained records, and provisions intended to survive continue as needed.
9. Warranties, responsibility, and liability
Each party will perform its obligations with reasonable care and comply with laws applicable to its own activities. Beyond those promises and any separate written commitments, the Service is provided “as is” and “as available,” without additional implied warranties to the extent the law permits. Provider does not warrant that every order will be fulfilled or every notification delivered.
To the extent permitted by law, neither party is liable to the other for indirect, incidental, special, or consequential loss, including lost profits, arising under this agreement. That exclusion does not apply to fraud, willful misconduct, gross negligence, breach of confidentiality or data-protection duties, amounts payable to third parties because of a party's unlawful conduct, or liability the law does not permit the parties to exclude. There is no separate dollar liability cap or general indemnity obligation under this agreement.
10. General provisions and electronic notices
The parties are independent businesses; neither may bind the other without permission. This standard agreement and any plan or feature terms expressly accepted under it govern the Shop's platform relationship. Any specific plan terms prevail only for the pricing, duration, or feature they expressly address; they do not override the SMS-consent restrictions in Section 4. Updates follow Section 7. An invalid provision does not invalidate the remainder where the law permits separation.
Provider's legal-notice address is legal@minervit.ai. The Shop's notice address is the business email recorded in its account. Operational support is available at support@localshopcart.com. Electronic notices and account acceptance records do not replace any different form of service required by law for court proceedings.
Disputes may be brought before a court with jurisdiction; this agreement does not require arbitration, waive class proceedings, or require an exclusive venue. The parties will first try in good faith to resolve a dispute through their notice contacts, without limiting urgent relief or statutory deadlines.
Legal and privacy questions: legal@minervit.ai.