Terms of Use: Shopify Apps

Effective date: April 9, 2021

These Terms of Use ("Terms of Use") are concluded between you ("you", "your") and MGworx, LLC ("we", "us", "our") in respect to our Apps (as described below) to merchants who use Shopify to power their stores ("you", "your").

Our Apps include, but not limited to, the following:

1. No-Contact Delivery
2. Order Printer & Templates Kit
3. Pre-Order Autopilot
4. Volume & Tiered Discounts Kit
5. Quick Holiday Effects
6. SavvyCube Analytics & Reports
7. Advanced Bundle Products
8. Local Pickup & Delivery Date (formerly: Delivery Date & Time Suite; Local Delivery & Store Pickup)
9. Upsell & Cross‑sell (formerly: Related Products Manager)
10. Sales Motivator - Promo Bars
11. Advanced Products Options
12. UpCharge: Surcharges & Fees (formerly: Order & Products Fees; Order Surcharge & Product Fees)
13. Multi Currency Switcher (formerly: Multi Currency Auto Switcher; Currency Switcher & Converter)

When purchasing the Apps, you agree to be bound by and comply with these Terms of Use, and to bind your authorized customers (such as your employees) and require their compliance with these Terms of Use.

If you are an individual agreeing to the terms of these Terms of Use on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity and "you" and "your" shall refer herein to such entity.

Please note that these Terms of Use may be amended from time to time and your use of the Apps, after the new version of the Terms of Use was posted on our website, constitutes the consent with the new Terms of Use.

1.1. Purchase. The Apps can be purchased on Shopify App Store or other sources, if authorized by us.
1.2. Right to use. When you install the App in accordance with these Terms of Use, we grant you the right to use the relevant App solely for the purpose of improving the performance of your Shopify store, subject to the terms set forth in these Terms of Use.
1.3. Term. You are granted the right to use the App from the time you install the relevant App (or have accessed the App in some other way) and until the termination of these Terms of Use, as described in section "Term and termination" herein.
1.4. Territory. You are granted the right to use the Apps worldwide in accordance with the terms of these Terms of Use.

2.1. Unless otherwise specified in the Terms of Use you must not:
a. Use the Apps in any other software or product or website other than your Shopify store;
b. Give away, license, sub-license, sell, rent, lease, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Apps, or make the whole App or part of it available to any third parties;
c. Reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Apps, in whole or in part;
d. In any way attempt to disrupt the Apps or make it difficult for other users to use the Apps;
e. Use access to the Apps and any other information for the purpose of building or replicating the Apps, conduct of any other activity that is competing to the our business;
f. In any other way attempt to profit from the use of the Apps, other than to use the Apps for the purpose of improving the performance of your Shopify store;
g. Use the Apps in any other manner that is contrary to the law of these Terms of Use.
2.2. You undertake to comply with the terms set forth herein and agree that we may take all necessary measures to prevent and cease violations of these Terms of Use including revoking your licence without prior notice and any refunds.

3.1. As is. You expressly understand and agree that the use of the Apps is at your sole risk and that the Apps are provided "as is". We do not warrant that the Apps will meet your needs or requirements, that access to the Apps will be uninterrupted, fast, secure and error-free. No advice or information, whether oral or written, obtained from us or elsewhere, shall create any warranty not expressly stated in these Terms of Use. You are solely responsible for any consequences of your use of the Apps.

4.1. General rule. We retain all and any rights to the Apps, its components, and other intellectual property, except as expressly granted to you herein.
4.2. Trademark ownership. All trademarks, service marks and trade names are owned, registered and/or licensed by us. You do not acquire a license or any ownership rights to any trademarks, service marks, or trade names through your use of the Apps.
4.3. Feedback. You understand that any comments, feedback, or ideas you send us are provided on a non-confidential basis and you grant to us a perpetual, worldwide license to use all comments, feedback and ideas you may share with us, without notice, compensation or acknowledgement to you, for any purposes whatsoever, including, but not limited to, developing, manufacturing and marketing products and services. We reserve the right to publish a selected list of users of our Apps.

5.1. Charges. The Apps can be purchased under the prices which are available on Shopify or other sources, if authorized by us. Please note that the price of the Apps may change from time to time, and the actual prices will always be available on Shopify or such other source. For users who have already purchased the App, the new price will take effect as of the payment period following the payment period in which the new price was published.
5.2. Currency. All charges are billed in USD.
5.3. Payments conditions. As usual, we offer a free trial period, after the end of which the full price for the payment period will be charged unless you unsubscribe before the end of the trial period. If there is no free trial period, the full price for the payment period will be charged 100% in advance.
5.4. Recurring charges. Recurring charges, including monthly or usage-based charges, are billed every 30 days.
5.5. No refunds. All charges are non-returnable.

6.1. We reserve the right to modify, suspend, or discontinue, temporarily or permanently, the Apps, without a prior notice to you.
6.2. All descriptions of the Apps and pricing are subject to change at any time without notice, at the sole discretion of us.

7.1. Updates. Each App comes with free lifetime updates. Please note that we determine which updates to make at our sole discretion.
7.2. Technical support. We offer free lifetime support for our Apps. We may decline in support if we have reason to believe that you have violated the rules for using the Apps.
7.3. Customisation. Any customizations are not covered by free updates and technical support.
7.4. Inactive Apps. We reserve the right to exclude any App from the sales at any time. In such a case, we will cease to develop and offer any update and technical support of such an App.

8.1. Shopify. Since the Apps are placed on Shopify App Store, we pay attention that your use of Shopify App Store is governed by Shopify’s terms of use and we are not responsible for your use of Shopify or its services.
8.2. Other third-party platforms. Your use of any other third-party sites, platforms, advertisements that may be linked to in the Apps is handled similarly. Such links are posted for your convenience only, but we are not responsible for your use of any third-party platforms or information obtained from them.

9.1. Indemnification. You agree to hold harmless and indemnify us and our authorized officers, directors, employees, agents, partners, resellers, successors and assigns from and against any third-party claim arising from or in any way related to your breach of these Terms of Use, use of the Apps, or violation of applicable laws, rules or regulations in connection with the Apps, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of any kind and nature.

10.1. Limitations. You expressly understand and agree that we shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages incurred by you, including, but not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute services, or other loss. The foregoing limitations on our liability shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.
10.2. Cap on liability. If the limitation of liability provision under applicable law is held invalid, in any case our cumulative liability for all claims arising from or relating to the Apps shall be a maximum of the Apps price paid to us by you during the 6 months immediately preceding the event which gave rise to the claim.
10.3. Force Majeure. In no event will we be liable or responsible for any failure or delay when and to the extent such failure or delay is caused by any circumstances beyond our reasonable control ("Force Majeure Event"), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications (including the deterioration of internet connection) or transportation.

11.1. Applicable law. Any issue which is not agreed in the Terms of Use will be governed by Minnesota law.
11.2. Dispute resolution. The parties will endeavor to resolve all disputes, controversies and claims that may arise in connection with the execution, termination or invalidation of these Terms of Use by negotiations. The party which has any claims and (or) disagreements shall send a message to the other party indicating the claims and (or) disagreements that have arisen. If dispute, disagreement or claim was not solved by negotiations, such dispute shall be resolved in the competent courts by the location of MGworx, LLC.

12.1. Term. You have a right to use the Apps until the termination of these Terms of Use.
12.2. Termination by us. These Terms of Use may be terminated by us at any time without prior notice to you if you fail to use the Apps in accordance with these Terms of Use.
12.3. Termination by you. You may terminate these Terms of Use at any time by uninstalling the Apps and destroying all copies of the Apps (if any).
12.4. Effect of termination. Regardless of the party initiating the termination, you shall uninstall and destroy all copies of the Apps (if any) immediately after the termination and (or) receiving the termination notice from us. Termination of these Terms of Use by any reason does not bind us to return you the amount spent for purchase of the App.
12.5. Misuse. If you continue to use the Apps after we give you notice of termination, you hereby agree to accept an injunction to enjoin you from the further use and to pay all costs (including but not limited to attorney fees) to enforce our revocation of your right and any damages suffered by us because of your misuse of the Apps.

13.1. Severability. If any provision of these Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
13.2. Entire agreement. These Terms of Use is the final, complete and exclusive Terms of Use between you and us with respect to the subject matters hereof and supersede and merge all prior discussions and Terms of Use between the parties with respect to such subject matters (including any prior Terms of Use).
13.3. No waiver of rights. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.
13.4. Titles and interpretation. The clauses titles in these Terms of Use are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation".
13.5. Independent contractor. Your relationship to us is that of an independent contractor, and neither party is an agent or partner of the other.
13.6. Assignment. These Terms of Use and your rights and obligations herein may not be assigned by you without our prior written consent, and any attempted assignment in violation of the foregoing will be null and void. We may assign these Terms of Use without your consent. The terms of these Terms of Use shall be binding upon assignees.

MGworx, LLC
222 S 9th St, Ste 1600
Minneapolis, MN 55402
USA

[email protected]