Terms of Service

01Agreement

These Terms, the DPA, any order form or statement of work, and the Shopify install flow together form the agreement. If they conflict: an order form controls on commercial terms (fees, term, named stores); the DPA controls on processing of store-customer personal data; these Terms control otherwise.

We may update these Terms by posting a new version at https://shoptimizr.com/terms. Material changes take effect 30 days after posting, or immediately if they are required by law or Shopify. If you do not agree, you must stop using the service and uninstall the app.

02The service

Shoptimizr is a conversion-intelligence product for Shopify brands. It may include funnel diagnostics, experiment proposals and deployment helpers, LLM visibility tracking, attribution, and related dashboards.

The product is in private early access. Access is by invitation. Features, SLAs, and public App Store availability are not guaranteed. We may change, throttle, or discontinue functionality, including LLM surfaces we monitor, when a provider changes its terms or availability.

Professional services (install, GA4 configuration, prompt libraries, strategist review) are delivered as described in your onboarding or order form. They are not a substitute for your own legal, privacy, or marketing counsel.

03Eligibility and accounts

You must be at least 18 and able to form a binding contract. Accounts are issued to named people at your organisation. You are responsible for activity under your users’ logins, including magic-link emails.

Requesting a magic link or completing Google Workspace sign-in constitutes acceptance of these Terms and the Privacy Policy. Keep credentials and inbox access secure. Notify us promptly of unauthorised use.

We may refuse, suspend, or revoke access if you breach these Terms, if Shopify or Google revokes authorisation, or if we reasonably believe continued use presents a security, legal, or reputational risk.

04Licence

We grant you a limited, non-exclusive, non-transferable, revocable licence to use the service for your internal business purposes on Shopify stores you control, during the term.

You grant us a licence to access your Shopify admin (within installed scopes), GA4 and Klaviyo connections you enable, storefront pixels and theme assets we deploy with your approval, and content you submit, solely to provide and secure the service.

You must not: reverse engineer the service except as allowed by law; resell or white-label it without our written consent; use it to build a competing product from our prompt libraries or model outputs as a substantial substitute; or interfere with other tenants’ data.

05Your responsibilities

You represent and warrant that:

• you have authority to install the app and to grant the OAuth scopes requested;
• you are the controller of store-customer personal data and have provided an appropriate privacy notice to shoppers;
• where you sell to individuals in the EEA, UK, or Switzerland, you operate a lawful cookie/consent programme for storefront tracking — Shoptimizr’s pixel does not yet honour CMP or Shopify customer-privacy signals, and activating it is your decision;
• your use of GA4, Klaviyo, and similar tools complies with those vendors’ terms;
• you will not instruct us to process data in violation of applicable law;
• experiment copy, discounts, and checkout changes you approve are lawful and accurate.

06Pixel, experiments, and themes

The web pixel, checkout UI, and theme app extension run on your storefront. Variant assignment is deterministic per visitor. Theme and experiment deploys that change customer-facing experience require an authorised user’s approval in the product (or a documented instruction to Niogin staff acting on your behalf).

You remain responsible for your storefront, checkout, pricing, fulfilment, and any effect an experiment has on conversion, accessibility, or compliance. We do not guarantee that a hypothesis, diagnostic, or “hidden winner” will increase revenue.

You may uninstall the app or disable the pixel at any time via Shopify and the dashboard, subject to remaining fees on an order form.

07Acceptable use

You must not use the service to:

• infringe IP, privacy, or publicity rights;
• send unlawful or deceptive advertising;
• probe, scan, or load-test our systems without written permission;
• bypass rate limits, tenant isolation, or authentication;
• upload malware or attempt to access another tenant’s data;
• use LLM outputs as legal, medical, or financial advice, or as unaudited public claims about third parties.

08Fees and early access

Early-access tenants are billed under a services or charter arrangement (invoice or order form). There is no self-serve subscription checkout in this version of the product. Fees, if any, are those in your order form. Unless that form says otherwise, they are exclusive of taxes, non-cancellable for the stated period, and payable on the stated schedule.

We may introduce Shopify Billing or other processors later. That will not convert an existing plan=services charter tenant to self-serve billing without an agreed change.

Unpaid amounts may result in suspension after reasonable notice.

09Intellectual property

We and our licensors own the service, software, diagnostics methodology, prompt libraries we supply, look and feel, and Niogin/Shoptimizr marks. You own your store content, trademarks, and store-customer data.

You may use reports we generate for your internal business. You may not represent them as a certification by Niogin that a particular marketing claim is lawful.

Feedback you give us may be used to improve the product without obligation to you.

10Confidentiality

Each party may receive confidential information of the other. The recipient will use it only to perform this agreement and protect it with at least reasonable care. This does not apply to information that is public, independently developed, or rightfully received from a third party. Either party may disclose information required by law, after giving notice if legally permitted.

11Privacy and data

Our handling of personal data is described in the Privacy Policy. For store-customer data, we act as processor under the DPA.

You instruct us to process that data to provide the service, including identity stitching (hashed emails), pixel collection, experiment assignment, LLM analysis of catalog and diagnostic context, and Shopify compliance webhooks.

After uninstall we mark the install inactive immediately. Automated deletion of all remaining shop data after Shopify’s shop/redact webhook is still being completed. You may request export or deletion via the dashboard (where available) or [email protected].

12Disclaimers

THE SERVICE AND ALL DIAGNOSTICS, ATTRIBUTION, LLM VISIBILITY RESULTS, AND EXPERIMENT SUGGESTIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

LLM surfaces, Shopify, Google, and Klaviyo are outside our control. Attribution is statistical, not a guarantee of causal revenue. We do not warrant uninterrupted ingest, complete pixel coverage (ad blockers and consent refusals reduce coverage), or that every Shopify GDPR webhook will purge every derived table until our deletion programme is finished.

13Liability

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenue, or data, even if advised of the possibility, except for: your payment obligations; either party’s fraud or wilful misconduct; or your infringement of our IP.

Except for those carve-outs and your indemnities in section 14, each party’s total liability arising out of this agreement is limited to the fees you paid to us for the service in the 12 months before the claim, or USD 10,000 if you have paid no fees.

Nothing in these Terms limits liability that cannot be limited under applicable law (including for death or personal injury caused by negligence, where that rule applies).

14Indemnity

You will indemnify and hold Niogin LLC, Niogin (Pvt) Ltd, and our personnel harmless from claims, damages, and reasonable legal fees arising from: your storefront, advertising, or experiment content; your failure to obtain a lawful basis or cookie consent for pixel tracking; shopper or regulator claims relating to your role as controller; or your breach of these Terms.

We will indemnify you against third-party claims that the unmodified Shoptimizr platform (excluding your content, third-party models, and Shopify) directly infringes a copyright or patent, provided you notify us promptly, allow us to control the defence, and cooperate. We may modify the service, obtain a licence, or terminate the affected feature with a pro-rata refund of prepaid unused fees for that feature.

15Term and termination

These Terms start when you first use the service and continue until terminated. Either party may terminate for convenience as set out in an order form, or on 30 days’ notice if no order form applies. Either party may terminate immediately for material breach that remains uncured 15 days after notice, or immediately if the other party ceases business or enters insolvency proceedings.

On termination you must stop using the service and uninstall the app. Sections that by nature should survive (IP, confidentiality, disclaimers, liability, indemnity, governing law) survive. Data handling after termination follows the DPA and Privacy Policy, including the current uninstall behaviour described there.

16Governing law

These Terms are governed by the laws of the State of Wyoming, United States, excluding conflict of law rules. The parties submit to the exclusive jurisdiction of the state or federal courts located in Wyoming, United States, except that either party may seek injunctive relief in any court of competent jurisdiction. The UN Convention on Contracts for the International Sale of Goods does not apply.

If you are a consumer entitled to mandatory protections in your country of residence, those protections apply. Shoptimizr is offered as a business service.

17General

These Terms are the entire agreement on their subject and supersede prior discussions, except a signed NDA or order form. You may not assign without our consent, except to an affiliate or successor. We may assign to an affiliate or in a change of control. If a provision is unenforceable, the rest remains in effect. Waiver must be in writing. Notices to you may be sent to your account email; notices to us to [email protected] and, if by post, to Niogin (Pvt) Ltd at 02, 6th Lane, Colombo 03, Sri Lanka for operational receipt, copying Niogin LLC.

Niogin LLC · Dallas, Texas, United States · [email protected]