Terms of Service

Last Updated: September 11, 2025

  1. INTRODUCTION

Welcome to Upmerce! We provide professional applications and services for the Shopify platform designed to optimize your e-commerce selling experience through advanced upselling, cross-selling, and conversion optimization solutions.

References in these Terms of Service to “us,” “we,” or “our” refer to Upmerce. References to “you” and “your” refer to you as an individual user of our services (who is over the age of 18) or the business entity you are authorized to represent.

These Terms of Service become a legally binding contract (the “Agreement”) when you access our websites or when you install, sign-up, order, or otherwise use one or more of our applications (“Apps”). Your access to and use of our websites, our Apps (including software as well as templates, analytics, and other content and information they include and produce), along with related services including installation, configuration, consulting, maintenance, and other support (collectively our “Services”) are subject to the terms and conditions of this Agreement, as well as our Privacy Policy.

If you do not accept all applicable terms and conditions of this Agreement and the Privacy Policy, then you may not use the Services.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION TO RESOLVE DISPUTES ON AN INDIVIDUAL CLAIM BASIS ONLY, NOT AS A CLASS ACTION, AND WITHOUT A JURY TRIAL.

  1. YOUR RIGHTS TO USE THE SERVICES

Subject to the terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-transferable right and license to access and use our Apps and Services as you select in an order and installation process (your “Order”) in accordance with the technical specifications and documentation that we make available. This right and license is a subscription basis (monthly or annually as specified in your Order), and you are authorized to use the Services solely for your own business purposes and not for any personal, household, or family purpose.

  1. USAGE LIMITS AND RESTRICTIONS

Your use of the Services may be subject to certain limitations as stated in the Order and our published specifications and documentation. Limitations vary by App and may include restrictions on:

  • Number of supported Shopify stores
  • Number of upsell campaigns or product recommendations
  • Monthly order volume or revenue processed
  • Data storage limits
  • Number of customer profiles or segments
  • API call limits

If you exceed Usage Limits for an App during your subscription, the App may cease to work properly, or you may be charged additional fees for the excess use at then-current prices. You may also be using a “free trial” or other no-charge version of an App, in which case Usage Limits may include a limited period of trial use, or limited functionality, or both.

  1. PROHIBITED USES

You agree that you and anyone you authorize to access the Services will not:

a) Rent, lease, lend, sublicense, sell, or otherwise transfer rights to use the Services to any third party; b) Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services; c) Remove or alter any logos, trademarks, links, copyright or other notices from the Services; d) Attempt to bypass or tamper with the security, operation, or access control technology of the Services; e) Attempt to access the accounts or data of any other customer or third party; f) Use the Services to develop competitive services or analyze our algorithms and features; g) Use the Services in violation of applicable export control laws; h) Use the Services to create, transmit, or store viruses or other harmful computer code; i) Use the Services for illegal purposes or in violation of third-party rights; j) Use the Services to collect personal information without proper consent; k) Engage in any activity that interferes with or disrupts the Services or servers; l) Use automated tools to access the Services beyond normal usage patterns; m) Attempt to manipulate or artificially inflate conversion rates, sales data, or analytics.

In the event of a violation of this Section, we reserve the right to immediately suspend your access to the Services.

  1. ACCOUNT SECURITY

You are solely responsible for:

  • Selecting secure account and user passwords
  • Changing passwords regularly
  • Maintaining the confidentiality of user logins and passwords
  • Restricting access to your Shopify store and Upmerce account
  • All activities that occur under your account

We assume no responsibility for damage or loss arising from unauthorized access to the Services due to your failure to maintain proper security measures.

  1. THIRD-PARTY SERVICES AND SHOPIFY INTEGRATION

We are not responsible for third-party services (“Third-Party Services”) you may choose to use when using our Services, including:

  • Shopify platform functionality and availability
  • Your internet connectivity
  • Other apps or services you integrate with our Services
  • Payment processors
  • Email marketing platforms
  • Analytics tools

By using Third-Party Services, you consent to our sharing of data as needed for interoperation. We are not responsible for any issues, data loss, or performance problems related to Third-Party Services.

  1. DATA AND PRIVACY

We will maintain appropriate administrative, physical, and technical safeguards to protect your data in accordance with our Privacy Policy. We may collect, use, and disclose aggregate and anonymized information for improving our Services, provided such information cannot be traced back to identify you or your customers.

You retain ownership of your store data, customer information, and sales data. However, you grant us permission to access and use this data solely to provide our Services, including generating product recommendations, analytics, and upselling functionality.

  1. FEES AND PAYMENT

You agree to pay all charges associated with your use of the Services as specified in your Order (“Fees”). Unless otherwise stated:

  • Subscription fees are due in advance each billing period
  • Usage-based fees are due within 5 days of each billing period
  • All fees are non-cancellable and non-refundable
  • You are responsible for applicable taxes
  • Payments must be in USD unless otherwise specified

You authorize us to charge your designated payment method for all fees as they become due. If payment fails, we may suspend Services until payment is received, and you will be charged interest at 1% per month on past due balances.

  1. FREE TRIALS AND PROMOTIONAL OFFERS

Free trials are subject to the same terms and conditions as paid subscriptions. We reserve the right to:

  • Limit free trial eligibility
  • Modify or terminate promotional offers at any time
  • Convert trial accounts to paid subscriptions automatically unless cancelled
  • Restrict functionality during trial periods
  1. INTELLECTUAL PROPERTY AND FEEDBACK

Our Services, including all software, algorithms, templates, and content, are protected by intellectual property rights. You may not copy, modify, or create derivative works based on our Services.

If you provide feedback, suggestions, or ideas about our Services, you grant us an unrestricted and perpetual right to use such feedback for any purpose without compensation.

  1. SUPPORT SERVICES

We provide support through various channels including email, live chat, documentation, and knowledge base. Support is available during business hours and may vary by App. Unless otherwise specified, support is available only in English.

  1. WARRANTIES AND DISCLAIMERS

We warrant that our Services will operate in substantial conformance with published specifications under normal operating conditions. Your exclusive remedy for breach of this warranty is written notice to us, and we will either fix the issue or provide a refund of prepaid fees.

EXCEPT FOR THE FOREGOING LIMITED WARRANTY, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET YOUR SPECIFIC REQUIREMENTS.

  1. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUE, OR DATA, WHETHER OR NOT FORESEEABLE.

EXCEPT FOR PAYMENT OBLIGATIONS AND INDEMNIFICATION, EACH PARTY’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

  1. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless from claims arising from:

  • Your breach of this Agreement
  • Your violation of applicable laws or third-party rights
  • Your misuse of the Services
  • Content or data you provide through the Services

We will defend you against claims that our Services infringe third-party intellectual property rights, subject to the limitations in this Agreement.

  1. TERMINATION

Your Right to Terminate: You may terminate this Agreement at any time by contacting us. Termination is effective immediately, but you will not receive refunds of prepaid fees.

Our Right to Terminate: We may terminate this Agreement:

  • Immediately if you breach any provision
  • With 30 days’ notice for any reason
  • Immediately if you become subject to bankruptcy proceedings

Upon termination, you must cease using the Services and may lose access to your data. We recommend downloading your data before termination.

  1. DISPUTE RESOLUTION

Governing Law: This Agreement is governed by the laws of [Jurisdiction] without regard to conflict of law provisions.

Mandatory Arbitration: Any disputes shall be resolved through binding arbitration administered by [Arbitration Organization] on an individual basis only, not as a class action. You agree to first attempt informal resolution by contacting us directly.

  1. MODIFICATIONS TO TERMS

We may modify these Terms by posting updated terms on our website or providing notice through our Services. Modifications apply to new Orders and existing Orders at renewal. You may terminate within 30 days of notice if you disagree with modifications.

  1. GENERAL PROVISIONS

Independent Contractors: We are independent contractors, and no partnership, joint venture, or agency relationship exists.

Assignment: Neither party may assign this Agreement without consent, except in connection with a merger, acquisition, or sale of assets.

Entire Agreement: This Agreement, along with your Order and our Privacy Policy, constitutes the entire agreement between the parties.

Severability: If any provision is found unenforceable, the remainder of the Agreement remains in effect.

Survival: Provisions that by their nature should survive termination shall survive, including payment obligations, limitations of liability, and confidentiality.

  1. CONTACT INFORMATION

Questions about these Terms of Service should be directed to:

Upmerce Email: support@upmerce.co Website: https://upmerce.co

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.