Terms of Service

1. Who we are and how these Terms apply

These Terms are an agreement between Madyan Alkarhani, an individual operating Upsellano from Lebanon ("we", "us"), and the business that installs the App on its Shopify store ("you").

• Operator: Madyan Alkarhani, individual operator, Lebanon
• Email: support@upsellano.com (general and legal notices) and privacy@upsellano.com (privacy)

You accept these Terms by installing or using the App. If you accept on behalf of a business, you confirm you are authorized to bind it. The App is for business use only, not for personal or household use.

How the agreement is made. You install the App from the Shopify App Store and choose a plan on Shopify's plan selection page, where you review the price and confirm it before anything is charged; until you confirm, you can go back and change your choice. These Terms, our Privacy Policy and our Data Processing Agreement are available at any time at the addresses below, in English, which is the language of this agreement. Each version shows its effective date, and we keep previous versions so we can provide the version that applied to you on request.

Related documents.

• Privacy Policy: https://upsellano.com/privacy
• Data Processing Agreement ("DPA"): https://upsellano.com/dpa. The DPA applies to personal data we process on your behalf through the App and forms part of these Terms; you accept it when you accept these Terms. If the DPA and these Terms conflict on the processing of personal data, the DPA prevails.

Shopify. These Terms apply in addition to Shopify's terms for your store and your use of apps. Shopify is not a party to these Terms. We alone, not Shopify, are responsible for the App and for these Terms, and Shopify has no liability to you under them.

2. The service

The App lets you add offers and widgets to your Shopify online store:

• Quantity Breaks
• Product Bundles
• Upsells / Cross-sells
• Sticky Add to Cart
• Cart Goal Progress Bar
• Mix & Match
• Analytics
• Presentation-only A/B testing
• Styling and customization of the App's widgets

The App does not provide post-purchase upsells. It requires the Shopify Online Store sales channel and an Online Store 2.0 theme, and it uses Shopify's theme app extensions, discount functions and app proxy.

Service level. The App is a standard, self-service online service provided month to month, for as long as it is installed. We aim to keep it available and working, but we don't promise uninterrupted or error-free service and we offer no uptime commitment or service-level agreement. Support is by email, in English; we aim to respond within 2 business days.

3. Plans and billing

3.1 Plans

Subscriptions are sold and billed through Shopify App Pricing. All plans include all features. Plans differ only by attributed revenue per billing cycle (section 4):

Prices are in USD and exclude any taxes Shopify applies. The Free plan has no trial and no time limit. Starter, Growth, Pro and Scale each include a 14-day free trial, provided through Shopify App Pricing; Shopify starts charging the plan's price when the trial ends, and Shopify decides whether a trial is available to you again (for example, after a reinstall).

3.2 Charges and payment

• Shopify handles charges, billing cycles, invoices, taxes and payment processing, and charges appear on your Shopify bill. We never receive or store your payment details.
• You approve each plan on Shopify's confirmation page. You can upgrade or downgrade at any time from the App's Plan page, which opens Shopify's plan selection page, without contacting us. Shopify calculates any proration when you change plans.
• The billing cycle used for attributed revenue is your Shopify billing cycle.
• Attributed revenue (section 4) measures your plan usage. It determines which plan limit applies to you and whether you need to upgrade to lift the restrictions in sections 5 and 6. We never move you to a higher plan without your approval: a plan changes only when you approve it on Shopify's confirmation page. A paid plan you approved renews every 30 days, and Shopify charges its price each cycle, until you change or cancel it; it starts with the 14-day free trial described in section 3.1, after which Shopify starts charging. Price changes follow section 13.

3.3 Cancellation and refunds

• You can cancel a paid plan by moving to the Free plan or by uninstalling the App. When you uninstall, Shopify cancels the subscription automatically. Cancelling stops future renewals; it doesn't remove a charge that Shopify has already issued.
• Cancelling doesn't by itself give an automatic or prorated refund for the current billing period.
• If you believe you were charged twice, charged in error, or affected by a material service problem caused by us, email support@upsellano.com with your store address and the charge date. We review each request case by case and, where we agree a refund or credit is due, issue it through Shopify.
• We honor any refund that applicable law or Shopify's policies require.

4. Attributed revenue

"Attributed revenue" is calculated as follows:

1. It includes only the net value, after discounts and before taxes, of order line items that can be reliably attributed to the App's Quantity Breaks, Product Bundles, Upsells/Cross-sells or Mix & Match offers.
2. An order counts when Shopify reports it as paid. A partially paid order (for example one paid with a deposit) counts only once it is fully paid, for the full value of its attributed line items. Pending orders count once payment is received in full.
3. Refunds of those line items are subtracted when they occur, before tax and never more than the line's counted value. Shipping refunds, order-level adjustments, refunds of an amount without line items, and refunds of orders the App never counted are not subtracted. A cancellation changes attributed revenue only through its refunds. An order counts as it stands when it is paid; later edits change it only through refunds of its line items. After the App reduces its detailed records (6 full calendar months after the month of payment, as our Privacy Policy describes), it keeps keyed codes so that later refunds of counted line items are still subtracted, until those codes expire 13 full calendar months later; refunds made after that are not subtracted.
4. A line item or order is never counted more than once across modules.
5. Cart Goal Progress Bar orders are not counted and are not recorded. Views and clicks of the Cart Goal Progress Bar still appear in the storefront estimates (section 10).
6. Revenue from both variants of an A/B test counts normally.
7. Plan thresholds are in USD, and every store is measured by the USD equivalent of its attributed revenue. If your store's currency isn't USD, each attributed order line is converted at the most recent daily reference rate published on or before its payment date (at most 7 days old), from Frankfurter (frankfurter.dev), which compiles rates published by central banks and other official sources. The rate is recorded with the line and never changes: refunds and cancellations of that line use the same rate, and an order recorded in a currency your store used earlier keeps its original rate. Until a line's rate is recorded, the amounts it affects are not compared with the thresholds and never restrict your account. These are reference rates for measuring plan usage, not the rates Shopify or your payment provider applies to your sales.

To calculate attributed revenue, the App reads your store's paid orders, refunds and cancellations through Shopify (read_orders access). It keeps only the order lines that include the App's offers, without customer names, email addresses, phone numbers or addresses, as our Privacy Policy and the DPA describe. The order, line and refund references it keeps are treated as personal data under the DPA. The App shows your attributed revenue for the current billing cycle. It depends on the order data Shopify provides.

5. Usage above your plan

• 80% of your plan threshold: an informational notice with your current attributed revenue, the remaining amount and an upgrade link. No restriction.
• Over your threshold during the current cycle: a warning recommending the lowest plan that covers your attributed revenue. Nothing is restricted during the current cycle and your storefront doesn't change.
• A completed cycle ended over your threshold (the Free plan included): you get one 7-day grace period for that overage, with the warning shown. If a later cycle also ends over your threshold, no new grace period starts. If you haven't upgraded by the end of the grace period, you can no longer create, duplicate or publish new offers, resume paused offers, or start or resume A/B tests until you move to a plan that covers the over-limit cycle, or a full billing cycle (not one cut short by a plan change, cancellation or uninstall) ends within your plan.
• While restricted, your existing live offers, storefront widgets and running A/B tests keep working; going over a threshold never turns them off. You can always see your analytics, edit and save existing offers, pause, archive or end them, turn features off, fix configuration and upgrade.
• The restriction lifts as soon as an upgrade to a plan that covers the over-limit cycle is approved.
• Our upgrade recommendation is always the lowest plan that covers your attributed revenue.

6. Using the App without a plan, and when a subscription ends

• Until you approve a plan (the Free plan included), you can explore and set up the App, but you cannot publish offers or turn features on. If offers were already live when plan thresholds started to be enforced, they are turned off one day after the App first confirms you have no plan, and restored when you approve one.
• If your subscription ends (for example it is cancelled or frozen) while the App stays installed, the App asks you to choose a plan. Your storefront widgets and App discounts keep working for a 7-day grace period, and the App shows the exact end date. Nothing is restricted during the grace period.
• After the grace period, your existing live offers, storefront widgets and running A/B tests keep working, but you cannot create, duplicate or publish new offers, resume paused offers, start or resume A/B tests or turn features on until you approve a plan. Your offers and settings are kept.

7. Service interruptions affecting billing checks

A temporary outage of Shopify or the Shopify Partner API, or a network failure, will not by itself cause the App to restrict your account or turn off your storefront widgets. The App uses the last known valid plan status until the check succeeds.

8. Your responsibilities

You are responsible for:

• configuring your offers, discounts and widgets correctly, and checking that prices, discounts and offer wording shown to shoppers are accurate;
• adding and configuring the App's blocks in your theme;
• making sure your offers, pricing, promotions and storefront content comply with the laws that apply to you (for example consumer protection, pricing and advertising rules);
• configuring your store's cookie or consent banner and Shopify customer privacy settings as your laws require;
• your own privacy notice to your shoppers, and having a lawful basis for the processing you ask the App to perform;
• keeping your Shopify account and staff access secure.

You must not use the App for unlawful purposes, to interfere with the App or other merchants, to attempt to access data that isn't yours, or to reverse engineer or resell the App.

9. Data protection

• We handle information as our Privacy Policy describes.
• Your shoppers' data: for the personal data the App processes on your behalf (storefront analytics sent only when Shopify's customer privacy settings allow analytics, and order lines that include the App's offers), you are the controller (or "business") and we are your processor (or "service provider"), under the DPA.
• Your account data: for the information we need to run the App and our business (store details, configuration, plan and billing status, support correspondence), we act as an independent controller, as the Privacy Policy describes.
• We use your shoppers' data only to provide the App to you. We don't sell or share it, use it for advertising, combine it with other merchants' data, or use it to train artificial intelligence models.

10. Analytics limitations

• Storefront figures (widget views, interactions, add-to-cart events) are estimates. They are recorded only when Shopify's customer privacy settings allow analytics for the shopper, may be affected by ad blockers, bots, caching or network issues, and don't prove that a real person took an action.
• Order-derived figures (attributed orders, revenue, refunds) are the figures used for plans, and they depend on the order data Shopify provides.

11. A/B testing limitations

• A/B tests change presentation only (for example copy, layout, styling or badges). They don't change discounts, prices, which products are offered or checkout economics.
• A version is shown and measured only to shoppers for whom Shopify's customer privacy settings allow analytics; everyone else sees the default (Control) version.
• Results are statistical estimates and include uncertainty. The App shows "Not enough data yet" until minimum requirements are met. The App doesn't apply a winner automatically; you choose.
• Orders and revenue in a test's results come from detailed order records, which are kept for 6 full calendar months after the month of payment; views and clicks are kept for 13 full calendar months. A test that runs longer than that shows orders only for its recent months.

12. Changes to the service

We may change, add or remove features. We will give at least 30 days' notice, as in section 13, of a change that materially reduces the App's functionality, unless the change is required by law or Shopify, or is needed to fix a security problem, in which case we will tell you as soon as reasonably possible.

If we discontinue the App, we give at least 30 days' notice and refund, through Shopify, the unused part of any paid billing period after the discontinuation date.

13. Changes to prices and to these Terms

• Prices and thresholds. We may change plan prices or thresholds. For existing merchants we give notice at least 30 days before the change takes effect. A change to what you pay takes effect only through Shopify's billing process; where Shopify requires your approval of a new price, it doesn't apply to you until you approve it. If you don't agree, you can move to another plan or uninstall before the change takes effect.
• These Terms. We may update these Terms. We post the updated version at https://upsellano.com/terms with a new effective date. For material changes we give at least 30 days' notice before they take effect, unless the change is required by law or Shopify, in which case we give as much notice as we reasonably can. If you keep using the App after the effective date, the updated Terms apply; if you don't agree, you can uninstall the App before that date.
• How we notify you. By a notice in the App and by email to your store's contact email address, which we may read from Shopify for this purpose, both where available.

14. Uninstall, deletion and termination

• You may stop using the App at any time by uninstalling it from your Shopify admin.
• When you uninstall, the App's storefront widgets and App-managed discounts stop working, its access to your store ends at once and its access tokens are deleted.
• About 48 hours after uninstall, Shopify sends us a deletion request and we then delete the data the App holds for your store, as described in our Privacy Policy. Records in our hosting provider's backups expire within 3 days, and support emails are kept as the Privacy Policy describes.
• We don't export your data automatically before deletion. The App has no general export feature; while your store's data is still held, you can email support@upsellano.com before you uninstall and we will send you the personal data the App holds for your store in a common electronic format (CSV), and tell you what other data we can provide. Once deletion has started, we can't guarantee that deleted data can be recovered or exported, and we don't delay deletion that Shopify or the law requires in order to make an export.
• We may suspend or end your access if you materially breach these Terms, if your use creates a material security risk to the App, Shopify or other merchants, if your use exposes us to legal liability we can't otherwise reasonably avoid, or if Shopify or the law requires it. Where reasonable, we tell you first and give you a chance to fix the problem. If we end your access for a reason other than your breach, we refund, through Shopify, the unused part of any paid billing period.
• Sections that by their nature should survive (including 3.3, 9, 14 and 15 to 20) survive the end of this agreement, and the DPA continues for as long as its section 18.2 provides.

15. Intellectual property

We own the App and its software, design and content. You get a limited, non-exclusive, non-transferable right to use the App for your store while it is installed. You keep ownership of your store content, product data and offer content, and you give us the right to use them only to provide the App to you. If you send us feedback, we may use it without obligation.

16. Disclaimers

To the extent permitted by law, and except as these Terms expressly state, the App is provided "as is" and "as available", without warranties of any kind, express or implied, including fitness for a particular purpose, merchantability and non-infringement. We don't guarantee any sales, revenue, conversion or other results, or that the App will meet your requirements.

17. Limitation of liability

1. To the extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if advised that they were possible.
2. To the extent permitted by law, our total liability arising out of or related to these Terms, the DPA or the App, for all claims combined, is limited to the greater of (a) the fees you paid for the App in the 12 months before the event giving rise to the claim and (b) USD 100.
3. Nothing in these Terms or the DPA limits or excludes liability for fraud, intentional misconduct or gross negligence, for death or personal injury, or any other liability that cannot be limited or excluded under applicable law.
4. The limits in this section also apply to claims under the DPA. They don't limit any rights that individuals have directly under data protection laws.
5. Points 1 and 2 don't limit your payment obligations or your obligations under section 18.

18. Indemnity

You will defend and indemnify us against third-party claims, and the resulting losses and reasonable costs, to the extent they arise from your store's content, products, offers, prices or discounts, your breach of these Terms or of the laws that apply to your store, or processing we carry out on your documented instructions where those instructions break the law. We will tell you promptly about any such claim, let you control its defense, and cooperate reasonably at your cost.

19. Governing law and disputes

• These Terms, and any dispute or claim arising out of or related to them or to the App, are governed by the laws of Lebanon.
• Before starting proceedings, the party with a complaint will email the other a description of it, and both will try in good faith to resolve it within 30 days.
• If it isn't resolved, the courts of Beirut, Lebanon have exclusive jurisdiction, unless both parties agree in writing, after the dispute arises, to arbitration instead.
• Either party may seek urgent interim relief from any competent court.
• Nothing in this section removes protections that the mandatory law of your country gives you and that can't be waived by contract.
• The DPA follows this section, except where data protection laws or the Standard Contractual Clauses incorporated in it require a different law or forum.

20. General

• Assignment: you may not transfer these Terms without our consent. We may transfer them to a successor operating the App (for example a company we set up to run it), and will tell you if we do.
• Force majeure: neither party is liable for delays or failures caused by events beyond its reasonable control, including outages of Shopify, our hosting provider or the internet.
• Entire agreement: these Terms, the Privacy Policy and the DPA are the whole agreement between us about the App.
• Severability: if a court finds part of these Terms unenforceable, the rest stays in effect and the part is applied as far as the law allows.
• No waiver: not enforcing a right right away doesn't waive it.
• Notices: we send notices to your store's contact email address and in the App; you send notices to support@upsellano.com.

21. Contact

• Support: support@upsellano.com
• Privacy: privacy@upsellano.com