Questions? Feedback? powered by Olark live chat software

Terms and Conditions

By accessing and browsing this web site you accept, without limitation or qualification, the Terms and Conditions contained. We may at any time revise these Terms and Conditions by updating this posting. You agree to be bound by such revisions, and you should periodically revisit this page to review the then current Terms and Conditions.

Copyright and Trademarks

Click here to read our copyright notice

Modifications to Software

Octeth reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, particular software products or the support associated with them with or without notice. You agree Octeth shall not be liable to you or to any third party for any modification, suspension or discontinuance of such software products or support services. By using Octeth software, you accept the software license agreement, other terms and conditions and policies which are announced on Octeth website (www.octeth.com). They will be valid when applying.

Modifications to Website Content

Octeth reserves the right at any time and from time to time to modify or complete change, temporarily or permanently, particular website content with or without notice. You agree Octeth shall not be liable to you or to any third party for any modification, suspension or discontinuance of such website content. By visiting Octeth website, you accept the software license agreement, other terms and conditions and policies which are announced on Octeth website (www.octeth.com). They will be valid when applying.

No endorsement

Reference to any product, process, publication, or service of any third party by trade name, trademark, manufacturer or otherwise does not constitute or imply the endorsement or recommendation of such by Octeth.

NO LIABILITY

YOUR USE OF THESE PAGES AND ANY SOFTWARE AND SUPPORT ACQUIRED FROM OCTETH IS AT YOUR SOLE RISK. THIS WEB SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. OCTETH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THIS WEB SITE AND ITS SOFTWARE.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT OCTETH IS NOT LIABLE FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHER INTANGIBLE LOSSES ARISING FROM YOUR USE OF THIS WEB SITE OR SOFTWARE OR SERVICES ACQUIRED FROM OCTETH, EVEN IF OCTETH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Any questions? Click here to contact us.

Imprint:
Octeth is a registered trademark and service of;
Oktet Bilisim Ltd.
Gencler Cad. 36/5 Bakirkoy 34147 Istanbul Turkey
Phone: 1 (888) 979-7363
Registered at: Istanbul, Turkey
Tax Number: Bakirkoy / 6390420582

End User Software License Agreement (EULA)

PLEASE CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT. YOU ACCEPT AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT AND ALL OTHER POLICIES PUBLISHED ON THIS WEBSITE BY USING THE ENCLOSED SOFTWARE.

License Grant

In this license agreement, "You" means the person or company who is being licensed to use the Software,Documentation or Service. "We", "us" and "our" means Octeth.

Title

We remain the owner of all right, title,logo,content and interest in the Software and related explanatory written materials ("Documentation").

Archival or Backup Copies

You may copy the Software for back-up and archival purposes, provided that the original and each copy is kept in your possession and that your installation and use of the Software does not exceed that allowed in the "License Grant" section above.

Things You May Not Do

  • Below, things you may not to do are listed.
  • Copy the Documentation,
  • Copy the Software except to make archival or backup copies as provided above,
  • Reverse engineer, disassemble, decompile, unobfuscate or make any attempt to discover the source code of the Software,
  • Modify the source code of the software for reselling or distributing to third parties
  • Sublicense, rent, lease or lend any portion of the Software or Documentation.
  • Your license is non-transferable.

Term and Termination

This license agreement takes effect upon your use of the software and remains effective until terminated. You may terminate it at any time by destroying all copies of the Software and Documentation in your possession. It will also automatically terminate if you fail to comply with any term or condition of this license agreement. You agree on termination of this license to destroy all copies of the Software and Documentation in your possession.

Confidentiality

The Software contains trade secrets and proprietary know-how that belong to us and it is being made available to you in strict confidence.

Warning!

Under no circumstances shall Octeth or the authors of this product be liable for any incidental or consequential damages,data loss, security problems, bug related damages or problems, nor for any damages in excess of the original purchase price.

Any use or disclosure of the software, or of its algorithms, protocols or interfaces, other than in strict accordance with this license agreement, may be actionable as a violation of our trade secret rights.

Money Back Guarantee

Octeth offers the Best No-Risk, No-Worry, Cant-Lose, Refund Policy in the industry!

If Within 60 Days Your Email Marketing and Campaign Tasks Are Not Easier, Faster, Better Tailored, More Powerful and Effective For You Or Your Clients - We'll Buy It Back From You, No Questions Asked!

Support Service

Octeth is responsible from the following support issues

  • Feature questions
  • Setup questions
  • Software errors

Octeth is NOT responsible from the following support issues

  • Server related problems
  • Server configuration and optimization issues
  • Browser or computer problems
  • Any other non-software related problems

Installation / Upgrade Service

  • Installation service is subject to service fee. It can be purchased and requested from the client area.
  • Upgrade service is subject to service fee. It can be purchased and requested from the client area.

Support Service Description

  • Support Department: You can contact Support Department anytime via support@octeth.com for personal assistance.

Unsupported Methods of Support

  • Octeth does not provide support by phone
  • Support requests posted to other departments can be ignored

Support Service Period

  • 3 months free support service subscription with your purchase
  • After the first 3 months, customer can extend his/her support service subscription at anytime for 12 months

Future Updates Guarantee

Product Pricing

Octeth reserves the right to change the price of products or apply extra fees to the prices anytime without any pre-post announcement. Octeth also reserves the right to make discounts on any Octeth product anytime without any announcement. The prices are for the licenses only. Octeth reserves the right to make changes to pricing and/or product specifications at any time.

Product Updates

Octeth reserves the right to update Octeth products anytime without any announcement. These updates may be free or priced for existing clients and future clients.

Periodical Updates

To keep Octeth products up-to-date, we periodicaly release updates for the products. These updates includes bug-fixes, new features, improvements, etc. These updates are free for product owners.

Product owners will be informed about the update releases and they will receive the update immediately.

The period of releases may vary product to product.

Critical Updates

These are the updates which are critical and must be installed by the product owner. These updates include critical bug fixes. These critical updates are also free for product owners.

Product owners will be informed and will receive the update immediately.

New Version Updates

To make Octeth Products more powerful and efficient, we collect feedbacks from our users and analyse them. We decide the new features which will be included in the coming version.

The new version prices may be different from the previous version. In this case, we may provide special discounts to the previous version users and may include them a free upgrade utility (if suitable). Our new clients will order the product from the new price.

How to upgrade?

Login to Client Area and download the latest version of your software from "Downloads" section.

Any questions? Click here to contact us.

Support Service Policy

Octeth provides 3 months free technical support service to each new Oempro license. Support service is provided through web based help desk system.

In this page, our support service limits are explained with all details. You accept and agree to be bound by this policy and all other policies published on this website by using the enclosed software and visiting our website.

Support Service Life Time

  • Initial Support Service Subscription
    New Oempro edition purchase comes with 3 months free service subscription
  • Support Service Extension Cost
    For 1-user Oempro licenses, it's $79 per year. For Oempro ESP licenses, it's 20% (per year) of the license fee you have paid.
  • Support Service Medium
    Web based help desk system -- First in first out order.
  • Support Service Coverage
    Free access to web based help desk system. Free access to latest product downloads

Supported Issues and Cases

Following issues and cases are supported and covered by our Support Service Policy:

  • Oempro related how to questions
  • Oempro related feature questions
  • Oempro usage questions
  • Oempro related unexpected behaviors and troubleshooting
  • Oempro related technical problems
  • Oempro related bugs
  • Oempro documentation problems and questions
  • Oempro installation issues
  • Oempro upgrade issues
  • Issues reported in the web based help desk

Not Supported Issues and Cases

Following issues and cases are NOT covered by our Support Service Policy and our support team will not be able to help on these cases:

  • CRON (scheduled task) setup
  • Email piping or POP3 account setup
  • Web server related issues and questions (web server time-out, resource problems, unexpected process terminations, configuration problems, etc.)
  • MySQL database server related issues and questions (resource problems, incorrect configuration problems, database corruption problems, etc.)
  • Mail server and mail delivery related issues and questions (SPAM filtering problems, black listing issues, slow email delivery issues, SPF/SenderID, DKIM/DomainKeys configuration problems, etc.)
  • Issues reported in by email or live chat or by phone conversation
  • Products where code (or user interface) has been customized (both minor and major customizations)
  • Data migration
  • Database repair
  • Mail server debugging, fine-tuning
  • Issues experienced in non-supported (and non-compatible) environments (both server and client)
  • Old version products
  • Discontinued products and version series

New Feature Requests and Implementation Procedure

We welcome every new feature request and idea from our customers. New feature requests can be submitted through the web based help desk system or by sending email.

We never guarantee that every received feature request will be implemented. We also never guarantee an immediate new feature implementation to our products.

Bug Reports and Bug Resolution Procedure

Bug reports and technical problems should be reported to Octeth by using the web based help desk system. Our support team will be able to get in touch with the issue reporter and learn required details to reproduce the problem. If the problem is identified and approved as a bug, it will be recorded to internal Octeth issue tracking system and scheduled for one of the future updates.

We do not guarantee or promise an immediate bug fix. However, all reported and approved bugs are targeted to be removed as fast as possible.

Support Service Period

All Oempro editions come with 3 months free upgrade and support service coverage. All customers can download both minor and major version updates for free and request support service within this period.

After the end of the first 3 months free service subscription period, Octeth customers can extend their service subscription at any time for a nominal fee for 12 months. Purchased and owned licenses are never expire or terminate if the support service subscription is not extended. Once expired service contract is renewed, it will be renewed from the expire date. Therefore, it's important to keep your support service contract up-to-date.

Response Times

Dedicated Octeth Support Team targets the fastest response time for every received ticket. However, some tickets may take longer to resolve. We never guarantee a resolution time or quick response to our customers.

Average new ticket reply duration is maximum 24 work hours. Each received ticket has the same priority with other pending tickets and tickets are replied in first-in-first-out order.

Reported problems through email, live chat, phone conversation or any other mediums other than the web based help desk system will not be received and replied by the support team.

Octeth Support Team work hours are 10am - 6pm GMT+2 Monday through Friday. No support service is provided during National Holidays and after work hours.

Liability

YOUR USE OF THESE PAGES AND ANY SOFTWARE AND SUPPORT ACQUIRED FROM OCTETH IS AT YOUR SOLE RISK. THIS WEB SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. OCTETH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THIS WEB SITE AND ITS SOFTWARE.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT OCTETH IS NOT LIABLE FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHER INTANGIBLE LOSSES ARISING FROM YOUR USE OF THIS WEB SITE OR SOFTWARE OR SERVICES ACQUIRED FROM OCTETH, EVEN IF OCTETH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Any questions? Click here to contact us.

Product Installation Service Policy

Product installation service is provided with a nominal fee ($200.00 USD per installation request). Installation requests must be submitted through the "Help Desk > Installation Request" form. Installation requests submitted through other channels will not be processed.

Supported Installation Procedures and Steps

Following procedures and steps are supported and covered by our Installation Service Policy:

  • Uploading Oempro files to the FTP server
  • Setting up Oempro file and directory permissions
  • Creating Oempro database tables on an existing MySQL database
  • Setting up the Oempro administrator account
  • Setting up bounce, fbl and email request handling on cPanel and Plesk control panels
  • CRON, email piping and pop3 account setup on cPanel and Plesk control panels

Not Supported Procedures and Steps

Following procedures and steps are NOT covered by our Installation Service Service Policy and our support team will not be able to help on these cases:

  • CRON setup on servers without cPanel and Plesk control panels
  • Email piping on servers without cPanel and Plesk control panels
  • POP3 account setup on servers without cPanel and Plesk control panels
  • Database setup on servers without cPanel and Plesk control panels
  • Web server, mail server, MySQL server or any other server component installation or configuration

Response Times

Dedicated Octeth Support Team targets the fastest response time for every received ticket. However, some tickets may take longer to resolve. We never guarantee a resolution time or quick response to our customers.

Average new ticket reply duration is maximum 24 work hours. Each received ticket has the same priority with other pending tickets and tickets are replied in first-in-first-out order.

Reported problems through the community email, live chat, phone conversation or any other mediums other than the web based help desk system will not be received and replied by the support team.

Octeth Support Team work hours are 10am - 6pm GMT+2 Monday through Friday. No support service is provided during National Holidays and after work hours.

Liability

YOUR USE OF THESE PAGES AND ANY SOFTWARE AND SUPPORT ACQUIRED FROM OCTETH IS AT YOUR SOLE RISK. THIS WEB SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. OCTETH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THIS WEB SITE AND ITS SOFTWARE.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT OCTETH IS NOT LIABLE FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHER INTANGIBLE LOSSES ARISING FROM YOUR USE OF THIS WEB SITE OR SOFTWARE OR SERVICES ACQUIRED FROM OCTETH, EVEN IF OCTETH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Any questions? Click here to contact us.

An Unconditional Money-Back Guarantee

Here's why you have absolutely nothing to lose and absolutely everything to gain.

Note: Refund terms written below is only for 1-user Oempro license. Refunds are not possible for ESP licenses. If you are interested in ESP license, you can try our trial version or purchase 1-user license and try it for 60 days before making ESP license purchase decision.

Octeth offers the best no-risk, no-worry, cant-lose, refund policy in the industry!

We're going to remove any hesitation you may have by making a guarantee few dare make...

"If within 60 days your email marketing and campaign tasks are not easier, faster, better tailored, more powerful and effective for you or your clients - we'll buy it back from you, no questions asked!"

NOTE: We positively guarantee that Octeth's Oempro is the most viable, user friendly and effective email management software on the planet!

How in the world can we offer such a guarantee? Simple, we are so confident that our products produce results for our clients and that they will do what we say they will do that we can offer this without fear of loss or abuse.

We know our products are the best in the industry and we are ready to prove it.

Now in case you have any lingering doubts about this whatsoever, we want to make it completely foolproof for you or your clients. So here's the deal;

Test drive our quick-to-install, pain-free, easy-to-use email software, use our products to run laser-targeted email marketing campaigns, create unlimited number of follow-up auto responders, generate better customer contact and response, reinvent and re-engineer your entire email marketing processes, until you get your email systems the way you want them to be...

And if for any reason, you are not absolutely thrilled and satisfied with our product, let us know and we will refund 100% of your purchase price...

No hassles.
No hard feelings.

What we are saying is this; don't decide now if this product is for you.

Just get it and put it to work for you. If it doesn't do everything we say and more, if you try the program, really put it to work in your processes and current email marketing methods you have nothing to worry about because you can get every dime of your money back under our guarantee within 24 business hours of your request, just like that.

You will never be stuck with a product that doesn't work or support that doesn't help - ever!

"My name is Eddie and I recently ordered Oempro. I am very much pleased with your product, it is excellent! With the same satisfaction I must say that your support department has been incredibly professional, gracious and pleasant. I will recommend your product not only because I believe in it but especially because your support department knows what customer service is all about" - Eddie

Any questions? Click here to contact us.

Partners Terms and Conditions

Thank you for your interest in our Partners Program, which allows you to build plugins that interact with, and use content from Oempro, email marketing software. This Agreement contains the terms on which we will permit you to do that. Where we write "us", "we" or "our", we mean Octeth, Inc., the corporation that provides email marketing solutions under the Octeth and Oempro brands. Where we write "you" or "your", we mean the individual developer and the developer's employer. The person who accepts this agreement is deemed to bind his or her employer to these terms.

IF YOU DO NOT ACCEPT ALL THE TERMS OF THIS AGREEMENT, FOR YOURSELF AND YOUR EMPLOYER, THEN WE DO NOT LICENSE YOU TO USE THE DEVELOPMENT TOOLS, PLUGIN ENGINE OR API. If you proceed to use the Development Tools, Plugin Engine or to access our API, you will be deemed to have accepted and agreed with all of the following terms. If you cannot accept that we may terminate your use and anybody's use of your Plugin in our discretion, then you should not begin.

1. DEFINITIONS

  1. “API” means an Application Program Interface provided by us, that is a set of routines, data structures, object classes or protocols. There may be more than one, and in this Agreement the term is both singular and plural.
  2. “Application” means the software application, website or other interface that you develop, own or operate to interact with the API.
  3. “Customer” means a person visiting a Store, regardless of whether there is an e-commerce transaction.
  4. “Development Tools” means the software code and information made available to you from Shopify.com and perhaps from other sites controlled by us.
  5. “Merchant” means a person (individual or corporate) operating a Store.
  6. “Personal Information” means any information pertaining to a directly or indirectly identifiable individual.
  7. “Store” means an on-line presence for e-commerce, hosted by us.

2. DEVELOPERS PROGRAM CONDITIONS

  1. Participation in the Developers Program. The Shopify Developers Program consists of access to the Shopify API and our suite of open source Development Tools that facilitate the creation of Applications to access and interact with our Stores and services. Any Application will be installed and run on your server, or a Merchant’s server, but not our server. Access to any Store must be granted by the Store’s Merchant through a consent screen that we provide.
  2. Permitted Uses. Your use of the Shopify Development Tools and API is permitted only for the purpose of developing Applications that facilitate your own, or a Merchant’s, or a Customer’s, use of Shopify Stores and services. Examples of permitted Applications (although the list is almost endless) are Applications that:
    1. enhance the look and feel of a Store
    2. provide Merchants with order processing assistance
    3. provide Merchants with information about Customers and about products in their Store
    4. track orders for Merchants or for Customers
    5. translate languages for Merchants or for Customers
    6. assist Merchants to manage inventory
    7. attract Customers to a Store
    8. promote a Store to past Customers
    9. if expressly authorized by us in writing, perform or enable multi-store research, which would be limited to anonymized historical data
  3. Un-Permitted Uses. Your access to the API is as our guest, under a free, revocable, licence. We reserve the right to terminate your access for situations that we consider undesirable, in our own judgment. We cannot imagine now every situation that would be undesirable, but to give a few examples, this would include, without limitation:
    1. Applications that damage our software, or allow malware to affect software or the Merchants
    2. Applications that distribute spyware, adware, or programs commonly found objectionable
    3. Applications that excessively burden our system, which we might either terminate or throttle
    4. Applications that fail to respect, or to adequately protect, the privacy of Customers
    5. Applications that weaken the security of credit card or payment information of Customers
    6. Applications that are a checkout or a payment system (we have selected providers for those)
    7. Use of Store data to generate unsolicited email from anyone other than that Store’s Merchant
    8. Disclosure of Store data to anyone other than the Merchant, without the Merchant’s consent
    9. Attempts to reverse engineer Shopify software that is not open source
    10. Applications that allegedly violate the intellectual property rights of any person (if we consider the allegation reasonable, without the results of litigation) **Violations of the law in any country by use of the Application, or facilitated by the Application
  4. Termination of Your Access and Application. We can terminate or restrict the use of your Application through our API at any time for our convenience. Without limiting that very general statement, we would terminate your rights under this Agreement if you breach this Agreement, or if you support or condone un-permitted uses such as are mentioned in the preceding paragraph, or if we feel you are defrauding Merchants by not delivering on your promises to them. Before we do that, we will notify you of our concern, if you can conveniently be contacted by email, and we will then allow some time (how long depends on the nature of the problem) for you to eliminate the problem. We may temporarily suspend the Application if that seems to us to be necessary for protection of the Merchants or us. Termination will adversely affect the Merchants who use your Application, and therefore you must ensure that all Merchants who adopt your Application are aware of that risk.
  5. Who is Responsible. You must inform all Merchants who adopt your Application, in your sales literature or sales contracts:
    1. that you are entirely responsible for the Application;
    2. that we at Shopify.com are not liable for any fault in the Application, or harm done by it;
    3. that we at Shopify.com cannot provide assistance with installation or use of the Application.
  6. Our Licence to You. Access to our API is licensed to you on a worldwide, non-exclusive, revocable basis, on the terms and conditions set forth herein. You shall not transfer or sub-license any rights granted by this Agreement, except as necessary for Merchants and Customers to use your Applications. All rights not expressly granted to you are reserved by us. This Agreement applies to all updates, substitutions, revisions, and copies of the API, whether made by us or for us or by or for you.
  7. Application Development. You may develop, display and distribute Applications that interact with our API. You may use any Development Tool that we provide on our website explicitly as a Development Tool for the purpose of developing Applications. You may make derivative works based on any Development Tool. You may not use anything we provide for any purpose not related to our Stores.
  8. Data Retention. You may make intermediate copies of the contents of Stores only as necessary to perform an activity permitted under this Agreement, and within limits set by Merchant. You must delete all copies of such Store contents when they are no longer required for the purpose for which they were created.
  9. Trademarks. We license you on a worldwide, non-exclusive, revocable basis to display certain logos and trademarks that we provide explicitly for such use as part of the Development Tools, but only for use in your Applications or for the marketing of your Applications, and only in relation to us at Shopify.com or in relation to a Store. We reserve the right to require you to stop using our logos or trademarks in some manner that we do not like, in our sole discretion.
  10. Service Providers. You may work with service providers as necessary to facilitate your performance under this Agreement. You acknowledge and agree that any act or omission by your service provider amounting to a breach of this Agreement will be deemed a breach by you.
  11. Industry Standards. Your networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, your “System”) must be properly configured to Internet industry standards so as to securely operate your Application. If you do not completely control some aspect of the System you will use all influence that you have over the System to do so. You must diligently correct any security deficiency, and disconnect immediately any intrusions or intruder.
  12. Collecting and Using Personal Information. Customers disclose Personal Information to the Merchant, but they do not intend it to be accessible to you. Your Application must not make Personal Information accessible to you or anyone but the Merchant unless the Customer is clearly notified, before the Customer discloses the Personal Information, about who will also receive the Personal Information. An exception to that prohibition on access are automatic bug reports that are occasionally generated automatically to report a problem and may contain Personal Information. You must not retain that information longer than reasonably necessary to diagnose and correct a software problem, and must not use the information for any other purpose and must not disclose it beyond the technical staff working on the software problem. Your Application must assist Merchants to comply with rules about privacy of Personal Information, such as by ensuring that it is deleted when it is no longer necessary for the purpose for which it was collected. At all times, your Application and your use of the data from Stores must comply with all applicable laws, regulations and best practices concerning privacy, Personal Information, and data protection.
  13. Communication. You must not use Personal Information from Merchants or Customers to enable sending of unsolicited communications of any type. You may communicate with Merchants, or with Customers but only on behalf of Merchants. You may send communications to recipients who have explicitly consented to receive them.
  14. Competitive or Similar Materials. We are not precluded from discussing, reviewing, developing for ourself, having developed, acquiring, licensing, or developing for third parties, as well as marketing and distributing, materials which are competitive with your Application or other products or services provided by you, regardless of their similarity to your current products or products that you may develop.

3. MODIFICATIONS

  1. Modification of the API and Stores. We may modify the Development Tools, the API, permitted API calls, databases, the permitted uses under this Agreement, and any Store. Merchants may also modify their Stores. Merchants may deny API access to their Stores. Modifications may affect your Application and may require you to make changes to your Application at your own cost to continue to be compatible with, or interface with, the API or our Stores and services. That is a risk you must accept.
  2. Modification of this Agreement. We may from time to time change the terms of this Agreement. We will post the amended terms on Shopify.com and we may also send you a notice about the amended terms by email. Except where stated otherwise herein, all amended terms will be effective thirty days after they are posted or emailed to you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY SENDING A TERMINATION NOTICE TO US AT SHOPIFY.COM. The termination notice will be effective on the date we receive it. The most current version of this Agreement will be available on Shopify.com and will supersede all previous versions of this Agreement. YOUR USE OF THE API OR YOUR APPLICATION AFTER THE EFFECTIVE DATE OF CHANGES WILL BE DEEMED TO BE ACCEPTANCE OF SUCH CHANGES.

4. MONITORING AND ENFORCEMENT

  1. Right to Monitor and Audit. You agree that we may monitor or audit your Application or activities relating to your access to our API. You must not try to block or otherwise interfere with the monitoring or audit, and we may use technical means to overcome any methods you may use to block or interfere with such monitoring. Audits may include requests for documents and for information and for a visit to your facilities. Your failure to reasonably comply with our audit shall constitute a material breach of this Agreement.
  2. Remedy for Breach. If we, in our sole discretion, believe that you or your service providers have breached this Agreement, or that you or your service providers have engaged in fraudulent activity, we may take any and all steps we consider appropriate, including warning, investigating, or terminating or suspending your rights under this Agreement.
  3. Corrective Action. In addition to any other available remedies, we may, in our sole discretion, seek specific performance, an injunction, and legal costs. We reserve the right to take corrective action as we see fit if we receive complaints from Merchants or Customers about your Application or your actions.

5. NO FEES

  1. Access. We charge no fee for access to our API and Development Tools, but we reserve the right to introduce fees in the future for things that we have not already provided to you.
  2. Directory. For no fee, we will advertise your Application in a directory on our website, if your Application meets our criteria which are entirely in our discretion, in a manner that enables existing and potential Merchants to contact you.
  3. Merchant. You and a Merchant may agree on any fee for use of your Application. It may be a one-time fee, or a periodic fee, or a component of prices paid by each Customer.
  4. Revenue Sharing. If you set up a Shop for someone else at arm’s length from you, we will pay you 20% of the revenue we earn from that Shop. If you sell an application to a Shop, we will collect your specified licensing fees from the Shop and retain 20% for our collection service. All payments to you will be sent in the month after we have collected successfully from the Shop.

6. DISCLAIMER OF ANY WARRANTY

THE API AND DEVELOPMENT TOOLS ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND NON-INFRINGEMENT. YOU USE THE API AND DEVELOPMENT TOOLS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THEIR USE INCLUDING, BUT NOT LIMITED TO, DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.

7. LIMITATION OF LIABILITY

WE SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY AMOUNT, WHETHER AS INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE API OR DEVELOPMENT TOOLS, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT YOU ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES.

8. AVAILABILITY, SECURITY AND STABILITY

We make no guarantees with respect to the availability or uptime of any Development Tools, Stores or services. We may conduct maintenance on, or stop providing, any Development Tool, or close any Store or cease any service, at any time without notice to you. In the event of degradation or instability of our system or an emergency, we may temporarily suspend your access to the API and to the Stores and services.

9. RELEASE AND INDEMNIFICATION

To the maximum extent permitted by applicable law, you hereby release and waive all claims against us, and our affiliates, partners, officers, employees, agents, consultants, licensors, co-branders or other collaborators (collectively, “Covered Persons”), for all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of the API and Development Tools. You will indemnify, defend and hold Covered Persons harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) (collectively, “Claims”) that may arise from or are related to your use of the API and Development Tools or to the development, maintenance, use and contents of your Application, including but not limited to any infringement of any third-party proprietary rights. You will control the defense and settlement of any Claim that is subject to this indemnification, provided that we may at any time elect to take over control of the defense and settlement of any such Claim. In any event, you will not settle any such Claim without our prior written consent.

10. TERM AND TERMINATION

  1. Term. The term of this Agreement will begin on the date on which you begin to use the Development Tools or the API. It will continue until terminated in accordance with this Agreement.
  2. Termination. This Agreement will terminate automatically without notice if you fail to comply with any of its terms. The license that is granted hereunder is dependent on your compliance with this agreement and terminates automatically if you fail to comply with the terms. WE RESERVE THE RIGHT TO TERMINATE THIS AGREEMENT OR SUSPEND OR DISCONTINUE YOUR ACCESS TO THE API, OR ANY PORTION OR FEATURE THEREOF, FOR ANY OR NO REASON, AND AT ANY TIME WITH OR WITHOUT NOTICE TO YOU AND WITHOUT LIABILITY TO YOU.
  3. Voluntary Termination. If you wish to terminate this Agreement, you must email a termination notice to developer-relations@shopify.com. Your termination notice will be effective when we receive it. Any other method by which you try to terminate the Agreement will not be effective unless we acknowledge it in writing to you.
  4. Effect of Termination. Within ten days after the termination of this Agreement, you must destroy all your copies of the content of Stores, and Personal Information, and provide us with written proof of destruction upon our request.
  5. Survival. The following Sections will survive any termination of this Agreement: [1] Definitions, [6] Disclaimer of Any Warranty, [7] Limitation of Liability, [9] Release and Indemnification, [10.4] Effect of Termination, [12] Miscellaneous.

11. LAW AND VENUE

This Agreement will be construed as if both parties jointly wrote it. It shall be governed by the laws of Ontario, Canada, except for Ontario’s conflicts of laws principles. Any litigation arising under or relating to this Agreement must be brought exclusively in a court in Ottawa, Ontario, and by accepting this Agreement you attorn to the jurisdiction of such court.

12. MISCELLANEOUS

You acknowledge and agree that this Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof and any conflicting or additional terms in other documents or oral discussions are void. You may grant approvals, permissions and consents to us by email, but any modifications by you to this Agreement must be made in a writing (not including email) signed by both parties. We may refuse to execute any such writings in our sole discretion. Any notices to us must be sent to our corporate headquarters address as set forth on our website and is deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties’ intention, and remaining provisions of the Agreement will remain in full effect. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, your consent shall not be required for us to make an assignment or transfer (1) due to operation of law, or (2) to an entity that acquires substantially all of our stock, assets or business, or (3) to a related entity (e.g., parent or subsidiary of parent). You are not our legal partner or agent, but an independent contractor. A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.