Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Merchant," "you," or "your") and CartSell Inc. ("CartSell," "we," "us," or "our") concerning your access to and use of the CartSell application (the "App") and related services.

By installing, accessing, or using the App, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the App.

2. Description of Service

CartSell is a Shopify application that provides popup upsell functionality, including:

• Intelligent popup campaigns to reduce cart abandonment
• AI-powered product recommendations
• Customizable popup designs and triggers
• Analytics and performance tracking
• Integration with Shopify stores

We reserve the right to modify, suspend, or discontinue any aspect of the App at any time, with or without notice.

3. Eligibility

To use the App, you must:

• Be at least 18 years old
• Have the legal capacity to enter into binding contracts
• Operate a legitimate Shopify store in compliance with Shopify's terms of service
• Not be prohibited from using the App under applicable laws
• Provide accurate and complete registration information

4. Account Registration and Security

4.1 Account Creation

To use the App, you must install it through the Shopify App Store and authorize it to access your Shopify store. You agree to provide accurate, current, and complete information during the installation process.

4.2 Account Security

You are responsible for:

• Maintaining the security of your Shopify account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach

We are not liable for any loss or damage arising from your failure to maintain account security.

5. Subscription and Payments

5.1 Pricing

CartSell offers various subscription plans with different features and pricing. Current pricing is available on our website and within the Shopify App Store. We reserve the right to modify pricing with 30 days' notice to existing subscribers.

5.2 Billing

• Subscription fees are billed through Shopify's billing system
• Billing occurs on a recurring basis (monthly or annually) based on your selected plan
• All fees are non-refundable except as required by law or specified in these Terms
• You authorize Shopify to charge the payment method on file for all fees

5.3 Free Trials

We may offer free trial periods for new users. If you do not cancel before the trial ends, you will be automatically charged for the selected subscription plan. Trial offers are limited to one per merchant.

5.4 Taxes

All fees are exclusive of applicable taxes, which will be added to your invoice as required by law.

6. License and Restrictions

6.1 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the App for your internal business purposes.

6.2 Restrictions

You agree not to:

• Copy, modify, distribute, sell, or lease any part of the App
• Reverse engineer, decompile, or attempt to extract the source code
• Use the App for any illegal or unauthorized purpose
• Interfere with or disrupt the App's functionality or security
• Remove, obscure, or alter any proprietary notices
• Use the App to send spam, malware, or harmful content
• Attempt to gain unauthorized access to the App or related systems
• Use the App in a manner that violates any applicable laws or regulations
• Resell or sublicense access to the App without our written consent

7. Your Responsibilities

7.1 Compliance

You agree to:

• Comply with all applicable laws, including privacy, consumer protection, and advertising laws
• Obtain necessary consents from your customers for data collection and popup displays
• Ensure your popup content is accurate, not misleading, and complies with advertising standards
• Respect intellectual property rights when using images, text, and other content in popups
• Comply with Shopify's Acceptable Use Policy and Partner Program Agreement

7.2 Prohibited Content

You may not use the App to display or promote:

• Illegal products or services
• Counterfeit or stolen goods
• Content that infringes intellectual property rights
• Hate speech, violence, or discriminatory content
• Adult content or services (unless permitted by your jurisdiction and Shopify policies)
• Misleading or deceptive marketing practices

8. Data and Privacy

8.1 Data Collection

The App collects and processes data as described in our Privacy Policy. By using the App, you consent to such collection and processing.

8.2 Your Data Responsibilities

You are responsible for:

• Obtaining lawful consent from your customers for data collection
• Providing appropriate privacy notices to your customers
• Handling customer data requests (access, deletion, etc.)
• Complying with applicable privacy laws (GDPR, CCPA, etc.)

8.3 Data Ownership

You retain ownership of your store data and customer data. We claim no ownership rights over your data. We may use aggregated, anonymized data for analytics and service improvement.

9. Intellectual Property

9.1 Our IP

The App, including all software, designs, text, graphics, logos, and other content, is owned by CartSell and protected by copyright, trademark, and other intellectual property laws. All rights not expressly granted are reserved.

9.2 Feedback

If you provide suggestions, ideas, or feedback about the App, you grant us a perpetual, worldwide, royalty-free license to use, modify, and incorporate such feedback without any obligation to you.

10. Term and Termination

10.1 Term

These Terms begin when you first use the App and continue until terminated by either party.

10.2 Termination by You

You may terminate your account at any time by uninstalling the App from your Shopify store. Termination does not entitle you to a refund of prepaid fees.

10.3 Termination by Us

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

• Violate these Terms
• Engage in fraudulent or illegal activities
• Fail to pay applicable fees
• Use the App in a manner that harms us or other users

10.4 Effect of Termination

Upon termination:

• Your license to use the App immediately ends
• We will cease processing your data (except as required by law)
• We may delete your data within 90 days (you may request earlier deletion)
• Provisions that by their nature should survive will remain in effect

11. Disclaimers

THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability, fitness for a particular purpose, or non-infringement
• Warranties that the App will be uninterrupted, error-free, or secure
• Warranties regarding the accuracy or reliability of results
• Warranties that defects will be corrected

We do not guarantee any specific results, revenue increases, or conversion improvements from using the App. Your results may vary based on numerous factors outside our control.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CARTSELL AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Service interruptions or data loss
• Any damages arising from your use or inability to use the App

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR THE APP SHALL NOT EXCEED THE GREATER OF: (A) $100 USD, OR (B) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages, so some limitations may not apply to you.

13. Indemnification

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

• Your use of the App
• Your violation of these Terms
• Your violation of any laws or third-party rights
• Your store content, products, or services
• Any disputes with your customers

14. Modifications to the App and Terms

14.1 App Modifications

We reserve the right to modify, update, or discontinue the App or any features at any time, with or without notice. We are not liable for any modifications, suspensions, or discontinuations.

14.2 Terms Modifications

We may update these Terms from time to time. We will provide notice of material changes by:

• Posting the updated Terms on our website
• Updating the "Last Updated" date
• Sending email notification (for significant changes)

Your continued use of the App after changes constitutes acceptance of the updated Terms.

15. Dispute Resolution

15.1 Informal Negotiation

Before filing a claim, you agree to contact us at legal@cartsell.in to attempt to resolve the dispute informally. We will attempt to resolve disputes through good-faith negotiations within 30 days.

15.2 Binding Arbitration

If we cannot resolve a dispute informally, you agree that disputes will be resolved through binding arbitration rather than in court, except that either party may bring a claim in small claims court if it qualifies.

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's Commercial Arbitration Rules. The arbitrator's decision is final and binding.

15.3 Class Action Waiver

You agree to bring claims only in your individual capacity and not as part of any class or representative action. Class arbitrations, class actions, and representative actions are not permitted.

16. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of California, United States, without regard to conflict of law provisions. You consent to the exclusive jurisdiction of the state and federal courts located in San Francisco, California for any disputes not subject to arbitration.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and CartSell regarding the App.

17.2 Severability

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

17.3 Waiver

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

17.4 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms without restriction.

17.5 Force Majeure

We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, riots, embargoes, government actions, or internet service provider failures.

17.6 No Agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and CartSell.

18. Contact Information

If you have questions about these Terms, please contact us:

• Email: legal@cartsell.in
• Support: support@cartsell.in
• Address: CartSell Inc., 123 Commerce Street, San Francisco, CA 94102, USA

19. Shopify Integration

CartSell is a third-party application integrated with Shopify. Your use of Shopify is governed by Shopify's Terms of Service. We are not affiliated with, endorsed by, or sponsored by Shopify. Any issues with Shopify's platform should be directed to Shopify support.

20. Export Compliance

You agree to comply with all applicable export and import laws and regulations. You represent that you are not located in a country subject to U.S. embargo or designated as a "terrorist supporting" country, and that you are not on any government list of prohibited or restricted parties.