Terms of Service

Terms for Our Applications and Services

Welcome to Shoptopus. When you install one of the applications built by Shoptopus, or when you make use of any service we offer, you accept and agree to be bound by the conditions set out below.

Shoptopus develops software for Shopify merchants that streamlines everyday store operations. Our Invoice Generator app lets merchants create and customize commercial documents such as invoices, packing slips, credit notes, and similar paperwork, while our Bulk Image Upload app lets merchants update many products and variants at once. Any new feature, tool, or app that we add to these Services in the future will also fall under this document.

In addition to our published apps, Shoptopus operates as a Shopify development agency, providing custom ecommerce development and related professional services. Any new capabilities added to these Services are likewise governed by this document.

We may, from time to time, change, update, or restate this document, or any other terms, rules, or conditions published on our website or within our applications. We will make reasonable efforts to notify you of such changes, but you agree that notice is not strictly required and you waive any right to dispute a term of this Agreement on the basis of a prior change or a failure to receive adequate notice. If you do not agree with, or are unable to comply with, the amended terms, you are not authorized to use our applications. By continuing to use our applications after changes are posted to the apps or to our website, you will be deemed to have accepted the amended terms. We reserve the right to decline to provide any service or product to anyone at any time.

This document is a legally binding contract between you and Shoptopus (together, "Shoptopus", "Invoice Generator", "Bulk Image Upload", "we," or "us") concerning your use of our applications and services. Please read it carefully and, where possible, keep a copy for your records. In this Agreement, the words "you," "your," "merchant," "store owner," "Shopify user," and "Customer" refer to you. If you visit, use, or register for any Shoptopus application or service on behalf of a company or other organization, you are accepting these terms for that organization and you represent to Shoptopus that you have the authority to bind it to these terms (in which case "you," "your," "merchant," "store owner," "Shopify user," and "Customer" will refer to that organization).

Access and Use

Subject to payment of all applicable fees set out in the relevant order or subscription through the authorized payment provider, and subject to the terms of this Agreement, Shoptopus grants the Merchant the right to access and use the Application and its related documentation for the Merchant's own internal business purposes. This right is non-exclusive and non-transferable, applies for the duration of the Subscription Term, and is limited to the quantity specified in the applicable order. Shoptopus may update the Application at its discretion, but will give the Merchant reasonable advance notice before removing a primary function of the Application.

Description of Services and Applications

Shoptopus provides software applications, for example, online invoice generation and bulk image uploading, for businesses and Shopify store merchants. Shoptopus apps can be installed from the Shopify App Store and connect to the Merchant's store through the Shopify API.

Access and Restrictions

The Merchant must not, whether directly or indirectly, take any of the actions described below.

• The Merchant must not copy or reproduce any content, text, or wording from a Shoptopus Application or from this Agreement, except where this Agreement expressly permits it.
• The Merchant must not remove or destroy any copyright, trademark, or other proprietary marking or legend that appears on or within the Applications, these terms, or any other Shoptopus intellectual property, except where Shoptopus expressly allows it, for example, in the case of demo content.
• The Merchant must not transfer or sublicense the rights granted under this Agreement to any third party, except as specifically described in this Agreement. This includes a prohibition on assigning, selling, reselling, renting, leasing, time-sharing, distributing, or otherwise transferring those rights.
• The Merchant must not modify, reverse engineer, or disassemble the Applications, except to the extent that such a restriction is expressly prohibited by applicable law.
• The Merchant must not decompile the Applications or attempt to derive their source code, except to the extent applicable law specifically prohibits such a restriction. The Merchant must also not use the Application for any competitive or benchmarking purpose, nor attempt to recreate it.
• The Merchant must not create, translate, or otherwise prepare derivative works based on the Applications, these terms, or Shoptopus intellectual property, except where expressly authorized in writing by Shoptopus or permitted by applicable law.
• The Merchant must not interfere with or disrupt the integrity or performance of the Applications. In other words, the Merchant must not engage in any activity that could compromise the proper functioning or reliability of the Application, including, but not limited to, hacking, introducing viruses or malware, spamming, or overloading the system with excessive requests.
• The Merchant must not attempt to gain unauthorized access to the Applications or their related systems or networks, or perform any unauthorized action that could interfere with their proper operation.
• The Merchant must not use the Application in any way that infringes the intellectual property rights, publicity rights, or privacy rights of any third party, and must not use the Applications to store or transmit data that is defamatory, trade libelous, or otherwise unlawful.

If the Merchant uses the Applications in a way that does not comply with this Agreement, the Merchant will work with Shoptopus to resolve any resulting burden on the Application, or will pay an additional fee agreed by both parties.

Applications

Shoptopus provides the Merchant with access to its Applications following the installation date. The Merchant receives a non-exclusive license to use the Applications through standard web browsers or mobile devices, subject to the limitations and prohibitions set out in this Agreement, for the permitted purpose and during the Term.

Login

The Merchant is responsible for ensuring that no unauthorized third party gains access to the Application. The Merchant is also responsible for having sufficient knowledge of how to use the Application and for using appropriate access procedures and passwords when logging in. Shoptopus reserves the right to refuse registration or to cancel login credentials that it believes breach this Agreement. Shoptopus may also suspend the Merchant's access if it suspects or knows that fraudulent or excessive use is negatively affecting the Application's performance. Shoptopus will provide notice before any such suspension unless doing so would create a security risk, and will reinstate the Merchant's access once the issue is resolved.

Subscription

Shoptopus offers a subscription that is tailored to the needs of each Merchant account. Pricing is generally determined on a monthly basis, and the Merchant account administrator may use the Application throughout the billing period. If the Merchant fails to pay any fees that become due, Shoptopus reserves the right to suspend the subscription and the account.

Support

If you need help with one of our apps or with your subscription, please contact our support team by email at support@shoptopus.info. Our team is glad to assist with any issue or question you may have.

Shoptopus will provide support services to the Merchant during the Term of the Agreement. Shoptopus may also apply upgrades to the Application during this time, with notice given to the Merchant. Shoptopus reserves the right to subcontract the provision of any support services without obtaining the Merchant's consent.

Obligations

The license is subject to the following limitation:

• The Applications provided by Shoptopus are intended for use only by the specific Merchant identified in the relevant statement of services. The Merchant may, however, change its subscription to accommodate changing needs, in accordance with the procedures published by Shoptopus.

Except to the extent required by applicable law or expressly permitted in this Agreement, the license granted by Shoptopus to the Merchant is subject to the following prohibitions:

• Copying or reproducing the Application content, text, or the wording of this Agreement, except as permitted under this Agreement.
• Removing or destroying any copyright, trademark, or other proprietary marking or legend placed on or contained in the Application, these terms, or Shoptopus intellectual property.
• Assigning, selling, reselling, sublicensing, renting, leasing, time-sharing, distributing, or otherwise transferring the rights granted to the Merchant under this Agreement to any third party, except as expressly set out here.
• Modifying, reverse engineering, or disassembling the Application; attempting to derive the source code, underlying ideas, or algorithms of any part of the Application; attempting to recreate the Application; or using the Application for any competitive or benchmarking purpose.
• Creating, translating, or otherwise preparing derivative works based on the Application, these terms, or Shoptopus intellectual property.
• Interfering with or disrupting the integrity or performance of the Application.
• Attempting to gain unauthorized access to the Application or its related systems or networks, or performing any unauthorized action on the Application.
• Using the Application in a way that infringes the intellectual property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous, or otherwise unlawful data.
• Framing, republishing, or redistributing the Application.
• Altering, adapting, or editing the Application, except as expressly permitted by these terms.
• For the avoidance of doubt, the Merchant has no right to access the object code or source code of the Application, whether during or after the Term.
• The Merchant must use all reasonable efforts to ensure that no unauthorized person can access the Application using the Merchant's account.
• The Merchant must not use the Application in any way that causes, or may cause, damage to the Application or impair the availability or accessibility of the Application or any of its areas or services.

The Merchant warrants and represents to Shoptopus that the Merchant Materials, and Shoptopus's use of them in accordance with this Agreement, do not and will not infringe or violate the intellectual property rights, publicity rights, privacy rights, or other rights of any third party. The Merchant will indemnify and hold harmless Shoptopus, its affiliates, and their respective directors, officers, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any claim, suit, action, or proceeding brought by a third party alleging that the Merchant Materials, or Shoptopus's use of them in accordance with this Agreement, infringe or violate the intellectual property rights, publicity rights, privacy rights, or other rights of any third party. The Merchant must not:

• Breach any law, statute, regulation, or legally binding code while using the Applications and the Services provided by Shoptopus.
• Use the Applications, or any material or content provided by Shoptopus, in a way that violates the intellectual property rights or other legal rights of any third party, for example, the Merchant must not use any trademark, copyright, or other proprietary information without proper authorization from the rights holder.
• Give rise to any cause of action against Shoptopus, the Merchant, or any third party, including, but not limited to, claims relating to infringement of intellectual property rights, breach of laws or regulations, or any other legal rights.

Where Shoptopus suspects that the Merchant has breached this section, Shoptopus may:

• Amend or delete any Merchant Materials that violate this Agreement.
• Suspend any or all of the Services and/or access to the Application while it investigates the issue.

Shoptopus will ensure that Merchant Materials are stored and processed separately from, and not co-mingled with, the materials of other Shoptopus merchants.

Indemnity

The Merchant agrees to indemnify and hold Shoptopus harmless from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by the Merchant, including but not limited to any violation of the representations, warranties, or covenants the Merchant makes under this Agreement.

Data Protection

The Merchant confirms that it has the lawful authority to disclose any Personal Data that it provides to Shoptopus in connection with this Agreement.

Shoptopus warrants that it has implemented appropriate technical and organizational security measures to prevent the unlawful or unauthorized processing of Personal Data and to protect against the loss or corruption of Personal Data that Shoptopus processes on the Merchant's behalf.

Data Protection Laws

The Merchant acknowledges and agrees to comply with all obligations imposed by applicable data protection laws. This includes complying with a Data Processing Addendum where the Merchant is located in the EEA, the United Kingdom, or California, or where the Merchant provides Shoptopus with personal data relating to an individual in those regions.

Confidentiality

Shoptopus agrees to keep the Merchant's confidential information confidential and not to disclose it to any third party, except as expressly authorized by this Agreement. Shoptopus will take reasonable steps to protect the Merchant's confidential information from unauthorized disclosure, using the same degree of care that it applies to its own confidential information of a similar nature.

Shoptopus may disclose Merchant confidential information to certain parties, such as its officers, employees, agents, insurers, and professional advisers, provided they are bound in writing to keep the information confidential.

These obligations do not apply in the following cases:

• Merchant confidential information that is already publicly known, or that becomes publicly known through no fault of Shoptopus, is not treated as confidential and is not subject to these obligations.
• Where Shoptopus already held the Merchant confidential information before the Merchant disclosed it, or where Shoptopus independently developed the information without reference to the Merchant confidential information, Shoptopus is not bound by these obligations with respect to that information.
• Shoptopus is not bound by these obligations with respect to Merchant confidential information that it receives from an independent third party who has the right to disclose it.
• Shoptopus may disclose Merchant confidential information where required by law or by a governmental authority, stock exchange, or regulatory body. Where permitted by law, Shoptopus will give the Merchant prompt written notice of the disclosure requirement.

Security of Merchant Data

Shoptopus is responsible for implementing appropriate administrative, physical, and technical measures to protect the security and confidentiality of Merchant Data. These measures are designed to prevent the accidental or unlawful destruction or alteration of Merchant Data and to prevent unauthorized access to, or disclosure of, Merchant Data to third parties. Shoptopus will only access and use Merchant Data to fulfill its obligations under this Agreement or as otherwise expressly permitted. During the term of the Application, Shoptopus will not materially reduce the security controls that protect Merchant Data. These obligations are in addition to any confidentiality, privacy, security, or other requirements set out in this Agreement or in any applicable Data Processing Addendum.

Term

This Agreement takes effect when the Merchant first accesses the Application and remains in force for the Subscription Term, or for as long as the Merchant continues to use the Application, whichever applies.

Termination

Either party may terminate this Agreement on notice to the other party if there is a material breach of this Agreement by the other party that remains unremedied for thirty (30) days after written notice of the breach. If a party commences bankruptcy or dissolution proceedings, has a receiver appointed over a substantial part of its assets, or ceases to operate in the ordinary course of business, the other party may terminate this Agreement immediately on notice. A party may also terminate this Agreement, in whole or in part, or cease provision of the Application, where required to comply with applicable law or regulation, and such termination will not be treated as a breach by the terminating party. In the event of an uncured material breach by the Merchant, Shoptopus may suspend the Merchant's access to the Application, and will promptly reinstate that access once the issue is resolved. On expiration or termination of this Agreement, any accrued rights and obligations survive, and all outstanding fees and charges become immediately due and payable.

Notices

Any notice given under this Agreement should be delivered by email to the other party at the email address it has provided for this purpose. Notices to Shoptopus should be sent to support@shoptopus.info.

Handling Disputes

If the Merchant has any concern or dispute about Shoptopus's provision of the Application and services, the parties agree first to attempt to resolve it through good-faith negotiation. If the parties cannot resolve the dispute through negotiation, any legal action arising out of or relating to this Agreement or the use of the Application will be brought before a court of competent jurisdiction.

Governing Law

This Agreement is governed by and construed in accordance with applicable law. Any dispute, claim, or controversy arising out of or in connection with this Agreement, or its breach, termination, enforcement, interpretation, or validity, including the determination of the scope or applicability of any agreement to arbitrate, will be resolved by binding arbitration conducted in accordance with applicable arbitration rules, and judgment on the award rendered may be entered in any court having jurisdiction. The arbitration will be conducted in the language of this Agreement.