Term of Services

3.1. Eligibility

Our Service is intended for you only if you are either: (i) at least eighteen (18) years old, or (ii) the age of majority in the jurisdiction where you reside and from which you access the Services, in accordance with the Account Terms set forth in Shopify’s Terms of Service.

By registering for and using the Services, you represent and warrant that you satisfy the applicable age requirement, and you are solely responsible for all activities under your account

By using the Service, you further warrant that:

• You have all necessary rights, consents, and authority to use the Service. GemUpsells shall not be liable for any installation or use of the Service performed by an employee or representative without valid corporate authorization.
• You have provided accurate, complete, and up-to-date information during registration and will maintain such accuracy on an ongoing basis;
• You have not been previously suspended or prohibited from accessing and/or using services provided by GemUpsells;
• You will act in full compliance with applicable Shopify policies and eligibility standards.

We reserve the right to suspend or terminate your Account at any time if we have reason to believe you have provided false, misleading or incomplete information or that you are otherwise ineligible to use the Service under these Terms. You acknowledge and agree that GemUpsells may permanently delete any data associated with an account without an active subscription after the retention period defined by Shopify and shall not be liable for any loss of data or service disruption resulting from account termination, suspension, or your failure to maintain an active subscription.

3.2. Account Security

You are solely responsible for maintaining the confidentiality and security of your account credentials, including usernames, passwords, access tokens, and API keys.

You agree to:

• Keep your credentials confidential and not share them with any unauthorized person;
• Implement reasonable safeguards to protect your account, including enabling two-factor authentication (2FA) where available;
• Immediately notify GemUpsells of any unauthorized use or suspected breach of your account security.

GemUpsells is not liable for any loss or damage resulting from your failure to safeguard your credentials or from unauthorized access to your account caused by your acts, omissions or those of your employees, agents, or third parties.

4.1. Compliance with Laws and Policies

You agree to use the Service in full compliance with all applicable laws, regulations, and legal obligations. In addition, you shall abide by all Shopify policies and terms applicable to your use of the Shopify platform. Any failure to adhere to such legal or platform-specific requirements may result in the immediate suspension or termination of your access to the Service, without liability to GemUpsells.

The Merchant is solely responsible for ensuring that all Offers and customer-facing purchase experiences configured through the Service are accurate, transparent, lawful, and compliant with applicable laws and Shopify requirements. The Merchant must not use the Service to misrepresent or conceal prices, costs, terms, or other material information, or to create misleading, deceptive, or unfair purchase experiences.

4.2. Prohibited Uses

You agree not to use the Service, or assist, encourage, or enable others to use the Service:

• For any unlawful, fraudulent, or unauthorized purposes;
• In a manner that infringes, misappropriates, or otherwise violates the intellectual property, privacy, or other rights of any third party;
• To transmit, distribute, or introduce any spam, malware, viruses, or other harmful or malicious content;
• To interfere with, disrupt, degrade, or negatively impact the functionality, integrity, or performance of the Service, including any user accounts, systems, or networks;
• To attempt to gain unauthorized access to any portion of the Service, other user accounts, or any systems or networks connected to the Service.
• Use the Service to automatically add or pre-select optional charges without clearly disclosing the additional cost and obtaining any consent required by Shopify or applicable law.
• Use the Service to circumvent Shopify checkout, payment, subscription, or other platform safeguards.

Violation of this section may result in immediate suspension or termination of your access to the Service, at GemUpsells’s sole discretion, and may subject you to legal liability.

4.3. Responsibility for Your Content and Store

To provide and operate the Service, GemUpsells may access and process Shopify Data and User Content made available through your Shopify store or authorized integrations. Such data may include product information, cart, order, customer information, storefront, page content, store analytics, and other information necessary for the applicable functionality. GemUpsells will process such data in accordance with these Terms, its Privacy Policy, applicable Shopify requirements, and Applicable Law. You are responsible for ensuring that you have all rights, permissions, notices, consents, and other lawful bases required to provide or make such data available to GemUpsells.

All processing will be performed lawfully and in full compliance with all applicable privacy and regulatory requirements, and such data will not be accessed or used for any purposes other than those explicitly described herein.

You acknowledge and agree that GemUpsells provides tools and functionalities intended to facilitate your use of the Service. GemUpsells does not control and shall not be held responsible for any User Content that you submit, create, implement, or otherwise make available through the Service, or for any consequences arising from your use of such User Content. You are solely and exclusively responsible for all User Content, data, configurations, managed, or deployed through the Service, including their accuracy, legality, and compliance with all applicable laws and regulations.

GemUpsells reserves the right, without assuming any obligation, to review, supervise, or evaluate User Content at its sole discretion for compliance with these Terms and applicable laws. Any such review shall not impose a duty on GemUpsells to monitor User Content or store activities and does not diminish or alter your obligations under this Agreement.

You assume all risks arising from your use of the Service, including but not limited to any effects on store performance, customer experience, sales, operations, or compliance. You agree that GemUpsells shall not be liable for any loss, damage, or liability arising out of or in connection with the content you create or the use and results of the Service on your store.

5.1. Subscription and Payment Information

GemUpsells reserves the right, at its sole discretion, to update, revise, or otherwise modify the features, structure, or pricing of any subscription plan, provided that any such changes will be communicated to Users via the App or the Website in advance. Continued use of the Service after such changes take effect constitutes your acceptance of the revised terms. All fees paid are non-refundable except where otherwise required by applicable law.

All payments for the Service are processed exclusively through the Shopify App Store billing system. In compliance with Shopify’s platform policies, you authorize Shopify, acting on behalf of GemUpsells, to charge your designated payment method for all applicable fees, usage charges (if any), taxes, and any recurring charges associated with your selected plan.

If the Payment is not successfully completed within thirty (30) calendar days from the billing due date, GemUpsells reserves the right to temporarily suspend access to the core features of the applicable subscription plan until full payment is received and duly processed.

5.2. Taxes

All subscription fees and charges referenced in this Agreement are exclusive of any applicable taxes, levies, duties, tariffs, or other governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes (collectively, “Taxes”).

You are solely responsible for the payment of all applicable Taxes imposed on or associated with your use or purchase of the Service, except for any taxes assessed against GemUpsells based on its income.

5.3. Refunds

All subscription fees and charges paid for the Service are generally non-refundable and non-creditable, except as expressly required by applicable law or as otherwise provided in this Policy. In such circumstances, any refund issued will be limited exclusively to the subscription fee.

In the event that you elect to downgrade your current GemUpsells subscription to a lower-tier plan, you acknowledge and agree that no refunds, offsets, or prorated credits will be issued for any unused portion of the original subscription term. The downgraded plan shall become effective upon commencement of the subsequent billing cycle in accordance with Shopify’s Policies.

5.4. Cancellation

You may cancel your subscription through the Shopify App Store or other mechanism made available by Shopify. Cancellation will take effect in accordance with the applicable Shopify billing terms. Unless otherwise required by Applicable Law or Shopify policy, cancellation does not entitle you to a refund or credit for unused subscription time or unused features.

Upon cancellation, you acknowledge and agree that your data shall be deleted in accordance with Shopify’s Policies.

7.1. Mutual Confidentiality

“Confidential Information” refers to any non-public, proprietary, or sensitive information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with the Service, whether disclosed orally, electronically, or in writing, and which is either (i) clearly marked or designated as confidential at the time of disclosure, or (ii) that which a reasonable person under similar circumstances would understand to be confidential.

The Receiving Party shall hold all such Confidential Information in strict confidence, shall not disclose such information to any third party without the prior written consent of the Disclosing Party, and shall use such Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms. The Receiving Party shall implement and maintain appropriate safeguards to protect the confidentiality of such information consistent with industry standards.

These obligations shall survive the termination or expiration of these Terms.

7.2. Exceptions

For the purposes of these Terms, “Confidential Information” shall not include any information that the Receiving Party can demonstrate by competent evidence:

• was or becomes generally available to the public through no breach of these Terms or wrongful act or omission by the receiving party;
• was lawfully known to the Receiving Party, without restriction on disclosure, prior to its disclosure by the Disclosing Party;
• was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
• was lawfully obtained by the Receiving Party from a third party who had the legal right to disclose such information without restriction and without breach of any confidentiality obligation owed to the Disclosing Party.

7.3. Legal Disclosure

In the event that either Party is required by applicable law, regulation, subpoena, court order, or other legal process to disclose any Confidential Information of the other Party, the Receiving Party may disclose only that portion of the Confidential Information that is legally required to be disclosed. To the extent permitted by law, the Receiving Party shall make reasonable efforts to ensure that such disclosed information is afforded confidential treatment.

7.4. Return or Destruction

Upon termination or expiration of this Agreement for any reason, each party shall promptly return or destroy all Confidential Information of the other Party in its possession or control, except where retention is required by law or Shopify requirements. Upon request, the Receiving Party shall certify in writing that such return or destruction has been completed. No copies shall be retained by the Receiving Party, except as otherwise required by applicable law.

7.5. Feedback

If you provide Company with any feedback or suggestions regarding the Service (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to the Company any information or ideas that you consider to be confidential or proprietary.

11.1. Disclaimer of Warranties

The Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, GemUpsells expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to any warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade.

GemUpsells makes no representation or warranty that the Service will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components, or that any defects will be corrected. GemUpsells does not warrant that the Service will meet your specific requirements or expectations, and your use of the Service is at your sole risk.

GemUpsells does not guarantee any particular increase in conversion rate, Average Order Value, revenue, profit, customer retention, or other business results. Analytics and performance metrics provided through the Service are for informational purposes only, based on tracked data, and may not reflect actual net revenue due to refunds, returns, cancellations, chargebacks, taxes, fees, discounts, attribution limitations, or other adjustments.

In addition, the Service operates in connection with Shopify. Its availability and functionality may depend on Shopify APIs, extensions, services, plans, policies, technical requirements, and other platform functionality. Shopify may modify, restrict, suspend, or discontinue such functionality, and GemUpsells may modify or discontinue affected features as necessary to comply with Shopify requirements or platform changes. GemUpsells is not responsible for losses caused by changes, outages, restrictions, or limitations imposed by Shopify, except to the extent required by Applicable Law.

11.2. Limitation of Liability

To the maximum extent permitted by applicable law, GemUpsells, its affiliates, officers, directors, employees, agents, licensors, and partners shall not be liable to you or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind, including but not limited to lost profits, lost revenue, lost savings, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to your use of the Service or your inability to access or use the Service, regardless of the legal theory and even if we have been advised of the possibility of such damages.

In no event shall GemUpsells’s total cumulative liability for any claims arising out of or relating to this Agreement or the Service exceed the total amount paid by you to GemUpsells for the Service during the one (1) month period immediately preceding the event giving rise to such liability.

Certain jurisdictions may not allow the exclusion or limitation of certain damages. If such laws apply to you, some or all of the above exclusions or limitations may not apply, and you may have additional rights.

12.1. Dispute Resolution

Arbitration

If any dispute, controversy, or claim arises out of or relates to these Terms, the Service, or any related policies, the Parties agree to first attempt to resolve the matter amicably through GemUpsells’s Customer Support channels. If the dispute cannot be resolved within thirty (30) days of initial contact, either party may submit the dispute to binding arbitration. The arbitration shall be conducted in Vietnam (including through the Vietnam International Arbitration Centre (VIAC), or another jurisdiction expressly agreed upon in writing by both Parties.

This arbitration agreement shall apply to all claims, regardless of legal theory, including but not limited to contract, tort, statutory, or equitable claims, and shall survive the termination of this Agreement and your use of the Service. If either Party files a claim in court that is subject to arbitration under this Agreement, the other Party may seek to compel arbitration and request a stay of the court proceedings pending arbitration.

Exceptions to Arbitration

The obligation to arbitrate shall not apply to disputes or claims relating to the enforcement or validity of either Party’s intellectual property rights, including but not limited to patents, copyrights, trademarks, trade secrets, or domain names. Either Party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the unauthorized use or misuse of its intellectual property or breach of confidentiality obligations.

In addition, we reserve the right but have no obligation to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the [Acceptable Use Policy] or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 9, and/or reporting you to law enforcement authorities.

Class Action Waiver

You agree that any dispute resolution proceedings, whether in arbitration or court, will be conducted solely on an individual basis and not in a class, consolidated, or representative action. You further agree that neither you nor any of your affiliates shall bring any claim as a plaintiff or class member in a class action, mass action, or representative proceeding. The arbitrator may not consolidate more than one person’s or entity’s claims and may not otherwise preside over any form of a representative or class proceeding without the express written consent of both Parties.

If any court or arbitrator determines that the class action waiver set forth in this section is unenforceable for any reason or that arbitration can proceed on a class basis, then the arbitration provision shall be deemed null and void in its entirety, and the parties shall be deemed not to have agreed to arbitrate disputes. All other provisions of this Agreement shall remain in full force and effect regardless of the enforceability of this arbitration clause.

12.2. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Socialist Republic of Vietnam, without giving effect to any choice or conflict of law rules.

14.1. Entire Agreement

These Terms of Service (including any documents incorporated by reference, such as our Privacy Policy, Acceptable Use Policy, Cookie Policy) constitute the entire agreement between you and GemUpsells regarding the Service. They supersede all prior agreements, proposals, or communications, whether oral or written, between you and GemUpsells (if any). To the extent a mandatory Shopify requirement conflicts with these Terms, the applicable Shopify requirement will prevail solely to the extent necessary to comply with such requirement.

14.2. License Grant

Provided that you comply at all times with these Terms, GemUpsells grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to install and use the GemUpsells on your Shopify store. This license is granted solely for the purpose of enabling your access to and lawful use of the Service, in a manner consistent with the intended functionality and subject to the limitations set forth in this Agreement.

14.3. No Waiver

No delay or failure by GemUpsells in exercising any right under this Agreement will constitute a waiver of that right. Any waiver of any term of this Agreement must be in a signed writing by an authorized representative of the Party granting the waiver.

14.4. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. If any court determines that any provision is too broad to be enforced as written, the provision will be enforced to the maximum extent permissible.

14.5. Assignment

You may not assign or transfer this Agreement or any of your rights or obligations hereunder without our prior written consent. GemUpsells may assign or transfer this Agreement, in whole or in part, without your prior consent, including but not limited to any assignment to a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

14.6. Relationship of Parties

You and GemUpsells are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship. Neither Party has the authority to bind the other except as expressly provided in this Agreement.

14.7. Force Majeure

Neither party will be liable for any delay or failure to perform under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, strikes, Shopify platform outages, API deprecations, or material third-party service disruptions or new laws or regulations. The affected party will be excused from performance to the extent it is prevented by such events.

14.8. Notices

All notices required or permitted under this Agreement must be in writing. Notices to you may be made to the email or contact address you provided to Shopify. For security and data protection purposes, GemUpsells shall decline to process any information or act upon any request submitted from an email address that is not associated with the registered store owner. Notices to GemUpsells must be sent to our address below or by email at support@gemupsells.net. Notice will be deemed given when delivered by confirmed email or by national overnight courier. Each party must keep the other informed of any changes to its contact information in writing.

14.9. Language

This Agreement is drafted in English. Any translation is provided for convenience only, and the English text will prevail in case of conflict.

14.10. Headings and Interpretation

The section and paragraph headings in this Agreement are for reference only and will not affect the interpretation of this Agreement.