Terms of Service

Introduction

Welcome to Naxe! These Terms of Service ("Terms") govern your access to and use of the Naxe application ("App," "Service," or "Naxe"), a Shopify embedded app designed to help merchants create on-site offers, apply discounts, and track performance analytics.

By installing, accessing, or using Naxe, you ("Merchant," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, please do not use the App.

These Terms constitute a legally binding agreement between you and Naxe ("we," "us," or "our"). Please read them carefully.

1. Acceptance of Terms

By clicking "Install," "Accept," or by using the Naxe app, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy.

You represent and warrant that:

• You are at least 18 years old or the age of majority in your jurisdiction
• You have the authority to enter into this agreement on behalf of your business (if applicable)
• You own or have permission to use the Shopify store on which you install Naxe
• Your use of Naxe will comply with all applicable laws and regulations

2. Description of Service

Naxe is a Shopify embedded app that provides the following features:

• On-Site Offers: Create and display product Add-ons, Upsells, Cross-sells, and Frequently Bought Together (FBT) recommendations on your storefront
• Rule-Based Discounts: Configure and apply automatic discounts using Shopify Functions
• Widget Customization: Customize the appearance and behavior of offer widgets to match your store's theme
• Analytics & Reporting: Track offer performance including impressions, clicks, add-to-cart events, and conversions
• Integration: Seamless integration with your Shopify store's products, cart, and checkout

We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice, although we will make reasonable efforts to notify you of significant changes.

3. Account & Installation

3.1 Shopify Account Required

To use Naxe, you must have an active Shopify store and comply with Shopify's Terms of Service. Your relationship with Shopify is separate from your relationship with Naxe.

3.2 Installation & Authorization

When you install Naxe, you authorize us to access certain data from your Shopify store as necessary to provide the Service. We will only access data required for the App's functionality, in accordance with our Privacy Policy and Shopify's API Terms of Service.

3.3 Account Security

You are responsible for maintaining the security of your Shopify account credentials. You agree to:

• Keep your login credentials confidential
• Notify us immediately if you suspect unauthorized access to your account
• Be responsible for all activities that occur under your account

4. Subscription & Billing

4.1 Subscription Plans

Naxe offers various subscription plans with different features and pricing. Current plan details are available in the app and on our website. You can choose the plan that best fits your needs.

4.2 Free Trial

We may offer a free trial period for new users. During the trial, you have full access to the features included in the selected plan. If you do not cancel before the trial ends, you will be automatically charged for the subscription.

4.3 Billing & Payments

All billing and payments are processed through Shopify's billing system. By subscribing to Naxe:

• You authorize Shopify to charge your payment method on file for the subscription fees
• Charges are billed in advance on a recurring basis (monthly or annually, depending on your plan)
• All fees are in US Dollars (USD) unless otherwise specified
• You are responsible for any applicable taxes, duties, or fees

4.4 Price Changes

We reserve the right to change our pricing at any time. If we increase the price of your current subscription, we will notify you at least 30 days in advance. The new pricing will apply at your next billing cycle unless you cancel before then.

4.5 Refund Policy

Subscription fees are generally non-refundable. However, we may offer refunds on a case-by-case basis at our sole discretion. If you believe you are entitled to a refund, please contact our support team at [email protected].

4.6 Cancellation

You may cancel your subscription at any time through the Shopify admin or by uninstalling the app. Cancellation takes effect at the end of your current billing period. You will retain access to the Service until the end of that period, after which no further charges will be made.

5. Your Responsibilities & Acceptable Use

5.1 Compliance with Laws

You agree to use Naxe in compliance with all applicable laws, regulations, and third-party rights. This includes:

• E-commerce and consumer protection laws
• Data protection and privacy laws (GDPR, CCPA, etc.)
• Advertising and marketing regulations
• Intellectual property rights
• Shopify's Terms of Service and Acceptable Use Policy

5.2 Prohibited Activities

You agree NOT to:

• Use the Service for any illegal, fraudulent, or malicious purpose
• Reverse engineer, decompile, or attempt to extract the source code of the App
• Interfere with or disrupt the Service or servers/networks connected to the Service
• Use automated systems (bots, scripts) to access the Service without authorization
• Attempt to gain unauthorized access to any part of the Service
• Remove, obscure, or alter any proprietary notices (copyright, trademark, etc.)
• Use the Service to send spam, phishing attempts, or other unsolicited communications
• Resell, lease, or sublicense the Service to third parties
• Use the Service in a way that violates Shopify's policies or causes harm to other merchants or customers

5.3 Content Responsibility

You are solely responsible for:

• The accuracy and legality of the offers, discounts, and product recommendations you create
• Ensuring your offers comply with consumer protection laws and Shopify's terms
• Any claims, disputes, or issues arising from your use of the Service
• Obtaining necessary rights and permissions for any content you use in your offers

6. Intellectual Property Rights

6.1 Naxe's Intellectual Property

Naxe and all related software, technology, designs, trademarks, logos, and content are owned by us or our licensors. These Terms do not grant you any ownership rights. You receive only a limited, non-exclusive, non-transferable license to use the Service for its intended purpose.

6.2 Your Content

You retain all rights to your store's content (products, images, descriptions, etc.). By using Naxe, you grant us a limited license to access, use, and display your content solely to provide the Service.

6.3 Feedback

If you provide us with feedback, suggestions, or ideas about Naxe, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into our Service without any obligation to you.

7. Data & Privacy

Our collection, use, and protection of your data is governed by our Privacy Policy, which is incorporated into these Terms by reference. Key points:

• We collect only the data necessary to provide the Service
• We do not intentionally collect or store end-customer personal information (names, emails, addresses)
• We comply with GDPR, CCPA, and other applicable data protection laws
• We support Shopify's mandatory privacy webhooks (data requests, customer redaction, shop redaction)
• Upon uninstallation or data deletion request, we delete or anonymize your data within 30 days

You are responsible for ensuring your own privacy policy and data practices comply with applicable laws and inform your customers about third-party apps like Naxe.

8. Service Availability & Support

8.1 Uptime & Availability

We strive to provide a reliable service with minimal downtime. However, we do not guarantee uninterrupted access. The Service may be temporarily unavailable due to maintenance, updates, technical issues, or circumstances beyond our control.

8.2 Maintenance & Updates

We may perform scheduled maintenance or release updates to improve the Service. We will make reasonable efforts to notify you of scheduled maintenance in advance, but emergency maintenance may occur without notice.

8.3 Customer Support

We provide customer support via email at [email protected]. Support is available during business hours (Monday-Friday, 9 AM - 5 PM EST, excluding holidays). We aim to respond to all inquiries within 48 hours.

Support does not include custom development, extensive consulting, or issues caused by third-party services or your own configuration errors.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NAXE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED
• WE DISCLAIM ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY
• WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED
• WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
• OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM

You acknowledge that:

• You use Naxe at your own risk
• We are not responsible for your sales, conversions, or business outcomes
• We are not liable for issues caused by Shopify, third-party services, or your own actions
• You are responsible for maintaining backups of your data

10. Indemnification

You agree to indemnify, defend, and hold harmless Naxe, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Service
• Your violation of these Terms or applicable laws
• Your offers, discounts, or content created using the Service
• Disputes between you and your customers
• Infringement of third-party intellectual property or other rights
• Your breach of any representation or warranty in these Terms

11. Term & Termination

11.1 Term

These Terms begin when you install or first use Naxe and continue until terminated by either party.

11.2 Termination by You

You may terminate these Terms at any time by uninstalling the App or canceling your subscription. Termination takes effect at the end of your current billing period.

11.3 Termination by Us

We may suspend or terminate your access to Naxe immediately, without notice, if:

• You violate these Terms
• Your account shows suspicious or fraudulent activity
• You fail to pay subscription fees
• We are required to do so by law or court order
• We decide to discontinue the Service (with reasonable notice)

11.4 Effect of Termination

Upon termination:

• Your right to use the Service immediately ceases
• We will stop billing your account (unless you owe outstanding fees)
• We will delete or anonymize your data in accordance with our Privacy Policy (within 30 days)
• Sections of these Terms that by their nature should survive (indemnification, limitation of liability, dispute resolution) will remain in effect

12. Dispute Resolution

12.1 Informal Resolution

If you have a dispute with us, please contact us at [email protected] first. We will work with you in good faith to resolve the issue informally.

12.2 Governing Law

These Terms are governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law principles.

12.3 Arbitration (Optional - Consult Legal Counsel)

Any disputes arising from these Terms or the Service that cannot be resolved informally may be resolved through binding arbitration in accordance with [Arbitration Organization] rules, unless prohibited by law. You and we agree to waive the right to a jury trial.

(Note: Consult with legal counsel to determine if an arbitration clause is appropriate for your business and jurisdiction.)

13. Changes to These Terms

We may update these Terms from time to time to reflect changes in our Service, business practices, or legal requirements.

When we make changes, we will:

• Post the updated Terms on this page with a new "Effective Date"
• Notify you via email or through the app (for material changes)
• Give you an opportunity to review the changes before they take effect

Your continued use of Naxe after the changes take effect constitutes your acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Service and uninstall the app.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Naxe regarding the Service and supersede all prior agreements and understandings.

14.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

14.3 Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

14.4 Assignment

You may not assign or transfer these Terms or your rights under them without our written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

14.5 Third-Party Services

Naxe may integrate with or rely on third-party services (e.g., Shopify, hosting providers). We are not responsible for the availability, performance, or policies of third-party services. Your use of third-party services is subject to their own terms and conditions.

14.6 Force Majeure

We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet/infrastructure failures.

14.7 Contact Information

For questions about these Terms or the Service, please contact us at:

15. Acknowledgment

By using Naxe, you acknowledge that:

• You have read and understood these Terms of Service
• You have read and understood our Privacy Policy
• You agree to be bound by these Terms and the Privacy Policy
• You have the authority to enter into this agreement
• You understand the risks and limitations of the Service