Terms of Service

Please read these Terms of Service ("Terms") carefully before using the Upsell SMS application ("Application") operated by Upsell SMS Inc. ("us", "we", or "our").

Your access to and use of the Application is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Application.

By accessing or using the Application, you agree to be bound by these Terms. If you disagree with any part of the Terms, then you may not access the Application.

1. Use of the Application

Upsell SMS is a Shopify application that enables merchants to send SMS-based post-purchase upsell offers to their customers. By using our Application, you understand and agree that:

• You will only use the Application for lawful purposes and in accordance with these Terms
• You will not use the Application in any way that could damage, disable, overburden, or impair the functionality of the Application
• You will not attempt to gain unauthorized access to any part of the Application
• You will not use the Application to send unsolicited messages (spam)
• You will comply with all applicable laws regarding SMS messaging, including but not limited to the Telephone Consumer Protection Act (TCPA) in the United States and similar regulations in other jurisdictions

2. Shopify Integration

Upsell SMS integrates with your Shopify store. By using our Application, you authorize us to:

• Access and modify your Shopify store data, including but not limited to orders, customers, and products
• Process customer phone numbers and order information to facilitate SMS upsell offers
• Edit orders using Shopify's order editing API to add upsold items to existing orders
• Install necessary scripts and make API calls to enable the Application's functionality

3. SMS Messaging Compliance

You are responsible for ensuring that your use of Upsell SMS complies with all applicable laws and regulations regarding SMS messaging, including but not limited to:

• Obtaining proper consent from customers before sending SMS messages
• Providing clear opt-out instructions in all SMS messages
• Honoring opt-out requests promptly
• Not sending messages during restricted hours as defined by applicable regulations
• Including your business name in the message content

We provide tools to help you maintain compliance, but the ultimate responsibility for legal compliance rests with you as the merchant.

4. Privacy and Data Protection

We take privacy and data protection seriously. Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using Upsell SMS, you agree to our Privacy Policy.

You represent and warrant that you have provided appropriate notice to and obtained appropriate consent from your customers for the processing of their personal data as described in these Terms and our Privacy Policy.

5. Billing and Payment

Upsell SMS offers subscription plans with different features and pricing. By subscribing to our service:

• You agree to pay all fees associated with your subscription plan
• Billing occurs on a monthly basis unless otherwise specified
• Payment is processed through Shopify's billing system
• All fees are exclusive of taxes, which you are responsible for paying
• We reserve the right to change our pricing with 30 days' notice

If you exceed your plan's SMS message limit, additional messages will be billed at the rate specified in your plan details.

6. Free Trial

We may offer a free trial of our Application. Once the free trial period ends, you will be billed for the subscription plan you selected unless you cancel before the trial ends.

We reserve the right to determine eligibility for free trials and to limit or prevent multiple free trials for the same user.

7. Cancellation and Termination

You may cancel your subscription at any time by uninstalling the Application from your Shopify store or by contacting our support team. Upon cancellation:

• You will continue to have access to the Application until the end of your current billing period
• No refunds will be provided for the current billing period
• Your access to the Application will be terminated at the end of the current billing period

We reserve the right to suspend or terminate your access to the Application for violation of these Terms, non-payment, or for any other reason at our sole discretion.

8. Intellectual Property

The Application, including all content, features, and functionality, is owned by Upsell SMS Inc. and is protected by intellectual property laws. You may not:

• Copy, modify, or distribute any part of the Application
• Reverse engineer or attempt to extract the source code of the Application
• Use the Application in a way that infringes our intellectual property rights
• Use the Upsell SMS name, logo, or trademarks without our prior written consent

9. Limitation of Liability

To the maximum extent permitted by law, Upsell SMS Inc. shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• Your use or inability to use the Application
• Any unauthorized access to or use of our servers and/or any personal information stored therein
• Any interruption or cessation of transmission to or from the Application
• Any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Application
• Any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, transmitted, or otherwise made available through the Application

In no event shall our total liability to you for all claims exceed the amount you paid to us in the twelve (12) months preceding the event giving rise to the liability.

10. Indemnification

You agree to defend, indemnify, and hold harmless Upsell SMS Inc. and its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

• Your use of and access to the Application
• Your violation of any term of these Terms
• Your violation of any third-party right, including without limitation any copyright, property, or privacy right
• Any claim that your use of the Application caused damage to a third party

11. Disclaimer

The Application is provided on an "AS IS" and "AS AVAILABLE" basis. Upsell SMS Inc. expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Application will be uninterrupted, timely, secure, or error-free, or that defects will be corrected. We do not warrant that the results that may be obtained from the use of the Application will be accurate or reliable.

12. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of significant changes by posting the updated Terms on the Application and updating the "Last Updated" date at the top of these Terms.

Your continued use of the Application after any changes to the Terms constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you must stop using the Application.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

Any dispute arising from or relating to these Terms or your use of the Application shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware.

14. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable.

15. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Upsell SMS Inc. regarding the Application and supersede all prior agreements and understandings, whether written or oral.

16. Contact Information

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