TERM OF SERVICE

1. This agreement

These Terms of Service form a binding agreement between SlashCart Inc. (“Loyal”, “we”, “us”) and the business that installs or uses the Loyal app or the loyalapp.com website (“you”, “the merchant”). By installing Loyal, clicking to accept, or using the service, you agree to these terms.

If you are accepting on behalf of a company, you confirm you are authorised to bind it. The Privacy Policy, Acceptable Use Policy, Data Processing Addendum and Billing and Refunds page are part of this agreement.

2. Eligibility and account

You must have an active Shopify store, be at least 18 years old, and not be barred from receiving services under applicable law or sanctions. You are responsible for everything done through your account, for keeping your Shopify credentials secure, and for the acts of your staff and any agency you give access to.

3. What Loyal provides

Loyal provides subscription plan creation, Build-A-Box with tiered discounts, a subscriber portal for skip, swap, pause, reschedule and cancel, failed payment recovery with retry scheduling, subscription analytics, translations and multi currency support for Shopify Markets, and imports from other subscription apps.

Features change. We may add, alter or remove functionality. If we remove or materially reduce a feature you rely on, we will give at least 30 days notice where we reasonably can.

4. Plans, fees and billing

Loyal is billed through Shopify Billing. By approving a charge in your Shopify admin you authorise Shopify to bill you on our behalf on the cycle shown at approval. Fees are exclusive of taxes unless stated. Full detail sits on the Billing and Refunds page.

We may change pricing. Existing merchants get at least 30 days notice before a change applies to their plan, and may uninstall before it takes effect.

5. Your data and the licence you give us

You keep all rights in your store data, your subscriber data and your content. You grant us a limited, non exclusive, worldwide licence to host, copy, transmit, display and process that data only as needed to provide the service, to support you, and to meet our legal obligations. That licence ends when the data is deleted.

You confirm that you have the right to give us this data, that you have provided any notices and obtained any consents your subscribers are entitled to, and that your own privacy policy accurately describes the use of a subscriptions app.

We may generate aggregated, de identified statistics that cannot identify you or any person, and use them to operate and improve Loyal.

6. Your obligations as a subscription merchant

Recurring billing is regulated in most markets. You are responsible for meeting the rules that apply to you, including the following.

• Getting clear, informed consent before you enrol anyone in a recurring charge, and keeping a record of it
• Disclosing the price, the billing frequency, when the first and subsequent charges land, and how to cancel, before checkout
• Sending renewal reminders where the law or the card network requires them
• Honouring cancellations promptly and not obstructing them
• Making sure your terms, refund policy and subscription descriptions are accurate
• Meeting the requirements of your payment gateway and card networks

Loyal gives you tools. It does not give you legal advice and does not make your programme compliant on its own.

7. Migrations and imports

Where we import subscribers from another app, we work from the data you or your previous provider give us. You are responsible for having the right to export and transfer that data, including any payment mandates, and for confirming that the imported result is correct before you resume billing.

We will use reasonable skill and care, but we cannot guarantee that every field, discount, historical record or payment method transfers perfectly, because that depends on the source system and on what the gateway allows. We recommend a test batch before a full cutover. We are not liable for charges taken, missed or duplicated as a result of source data that was wrong, incomplete or approved by you.

8. Third party services

Loyal connects to Shopify and to services such as Klaviyo, Gorgias, Weglot and Shopify Flow. Those services are provided by other companies under their own terms. We are not responsible for their availability, their pricing, their handling of data once it reaches them, or changes they make to their APIs. If a third party changes or withdraws access, a related Loyal feature may stop working.

9. Intellectual property

Loyal, the Loyal name and logo, the app, the website, the documentation and everything in them are owned by us or our licensors. You get a limited, revocable, non transferable right to use the app for your own business while this agreement is in force. You may not copy, reverse engineer, resell, sublicense or create derivative works from the app, or use it to build a competing product.

If you send us ideas or feedback, we may use them without obligation or payment to you.

10. Acceptable use

You must follow our Acceptable Use Policy. In summary, you must not use Loyal to do any of the following.

• Break the law, or sell goods you are not permitted to sell on a recurring basis in the markets you sell into
• Charge anyone who has not agreed to be charged, or make cancellation harder than signing up
• Send content through Loyal that is fraudulent, abusive, defamatory or obscene
• Attempt to bypass our access controls, rate limits or billing, or probe our systems without written permission
• Upload malware, or use Loyal to disrupt our service or anyone else's
• Resell, sublicense or white label Loyal, or use it to build a competing product

Serious or repeated breaches allow us to suspend or terminate your access. If you become aware of a breach by someone using your account, tell us promptly and help us put it right.

11. Availability and support

We aim for high availability but we do not promise uninterrupted service unless a separate written service level agreement says otherwise. We may take the service down for planned maintenance and will give notice where practical. Standard support is provided by email during business hours.

12. Disclaimers

Except as expressly stated in this agreement, and to the maximum extent the law allows, the service is provided “as is” and “as available”. We disclaim all implied warranties including merchantability, fitness for a particular purpose, title and non infringement. We do not warrant that the service will be error free, that results will be accurate, or that it will meet your requirements.

Nothing in this agreement excludes liability that cannot lawfully be excluded, including for death or personal injury caused by negligence, or for fraud.

13. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or lost goodwill, even if advised of the possibility.

Our total aggregate liability arising out of or relating to this agreement is limited to the greater of the fees you paid us for Loyal in the 12 months before the event giving rise to the claim, or 100 United States dollars.

14. Indemnity

You will defend and indemnify us against claims, losses and reasonable legal costs arising from your use of the service in breach of this agreement, your products or content, your subscription programme, your failure to obtain consent from your subscribers, or your infringement of a third party right.

15. Suspension and termination

You may end this agreement at any time by uninstalling Loyal from your Shopify admin. We may suspend or terminate your access if you breach these terms, if your use creates a security, legal or reputational risk, if required by Shopify or by law, or if you fail to pay.

On termination your right to use the app ends immediately. Export anything you need before you uninstall. We delete store data on the schedule in the Privacy Policy. Uninstalling Loyal does not by itself cancel your subscribers' contracts inside Shopify, and you remain responsible for what happens to them.

Sections that by their nature should survive will survive, including sections 9, 12, 13, 14, 16, 17, 18 and 22.

16. Changes to these terms

We may update these terms. For material changes we will give at least 30 days notice by email or in the app. Continuing to use Loyal after the notice period means you accept the updated terms. If you do not accept them, uninstall the app before they take effect.

17. Governing law and disputes

This agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict of law rules. The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction, and both parties submit to that jurisdiction.

If you are a business in the European Economic Area or the United Kingdom, this clause does not remove any mandatory protection you have under your local law.

Before starting formal proceedings, both parties agree to try in good faith to resolve the dispute by contacting the other in writing and allowing 30 days to respond.

Claims must be brought individually. Neither party may bring a claim as a class, collective, consolidated or representative action, and both parties waive any right to participate in one. This does not affect any right you have under your local law that cannot be waived by contract.

18. Confidentiality

Each of us may learn things about the other that are not public. That includes our pricing outside published plans, our roadmap, unreleased features, and anything either side marks as confidential or that a reasonable person would treat as confidential. The receiving party will use it only to perform this agreement, will protect it with at least the care it uses for its own confidential information, and will share it only with people who need it and are under equivalent obligations.

These obligations do not apply to information that is public through no fault of the receiving party, that was already known without restriction, that comes lawfully from someone else without restriction, or that is developed independently. Either party may disclose confidential information where the law requires it, and will tell the other first where it is permitted to.

On request or when this agreement ends, the receiving party will delete or return the confidential information it no longer has a right to hold, subject to the retention rules in the Privacy Policy and to any legal obligation to keep it.

19. Early access features

We sometimes invite merchants to try features before general release, labelled beta, preview or early access. Taking part is optional. These features may change, may not work as intended, and may be withdrawn without becoming generally available. They are provided without warranty, are excluded from any service level commitment, and we are not liable for losses arising from their use. Do not use them for anything you cannot afford to have go wrong.

Early access features and anything we tell you about them are confidential under section 18. Do not discuss them publicly without our written consent. If a feature later becomes paid, we will tell you before charging for it, and you can turn it off instead.

20. Support and migration assistance

Support is provided by email at the level shown for your plan. We do not commit to a response time unless a separate written agreement says so. We support Loyal itself. We do not support your theme, your other apps, your gateway or your storefront code, and we do not provide support to your subscribers. Customer service for your subscribers is yours to run.

Where we assist with a migration, an integration or a data import, we do so as a courtesy alongside the service described in section 7. That assistance is provided with reasonable skill and care, and section 7 governs what we are and are not responsible for. Approving an imported result and resuming billing remains your decision.

21. Export and switching away

You can export your subscription data from Loyal at any time while the app is installed, in a machine readable format. If you decide to move to another provider, we will give reasonable assistance during the transition and will keep the service running normally until you uninstall. We will not make it harder to leave than it was to arrive.

Export before you uninstall. Once you uninstall, deletion runs on the schedule in the Privacy Policy and we cannot recover the data afterwards. Payment mandates held by Shopify or your gateway are not ours to transfer, and what can move depends on what that provider allows. Refunds are given only where the law requires them or where the Billing and Refunds page says so.

22. Notices

We send notices to the email address on your account or through the app. Keep a working address on file. If the address you gave us is invalid or cannot receive mail, a message sent to it still counts as notice. Send notices to us at support@slashcart.com, or in writing to the address in section 24.

We may also send product and marketing email. You can unsubscribe from marketing at any time; service messages about billing, security and breaking changes are part of the service and continue.

23. General

We are independent businesses. This agreement does not create a partnership, joint venture, agency or employment relationship, and neither of us can bind the other.

Each of us will comply with the laws that apply to it. You are responsible for making sure your own use of Loyal meets the rules that apply to you, including those on automatic renewals, data protection and consumer rights.

This agreement is the entire agreement between us on this subject and replaces earlier discussions. If a clause is found unenforceable, it is enforced as far as it can be and the rest stays in force. Failure to enforce a right is not a waiver of it. Headings are for convenience. “Including” means “including without limitation”.

You may not assign this agreement without our written consent, except that you may assign it in full, with prompt written notice to us and all fees paid, as part of a merger, change of control or sale of substantially all your assets, provided the buyer agrees to these terms. We may assign it to an affiliate or in connection with a merger or sale of assets. Neither party is liable for delay caused by events beyond its reasonable control. There are no third party beneficiaries.

Loyal is hosted in the United States. Do not access it from anywhere that access would be unlawful. Sections that by their nature should survive termination do survive, as listed in section 15.

24. Contact

SlashCart Inc., 131 Continental Drive, Suite 305, Newark, DE 19713, United States. Email support@slashcart.com.