Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Merchant", "you", or "your") and Clovia ("we", "us", or "our") governing your installation and use of the Clovia application ("Service") available through the Shopify App Store.

By installing, accessing, or using Clovia, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not agree to these Terms, do not install or use the Service.

2. Description of Service

Clovia is a forensic checkout analytics application designed exclusively for Shopify stores. The Service provides:

• Checkout Failure Detection: Real-time monitoring and identification of checkout errors, payment failures, and abandonment events
• Root Cause Analysis: Automated diagnosis of why checkouts fail, including technical errors, UX friction, and payment issues
• Alert System: Configurable notifications via email and Slack when critical checkout issues are detected
• Smart Recommendations: AI-powered suggestions for resolving identified issues
• Action Center: Centralized dashboard for managing and tracking checkout improvements
• Analytics Dashboard: Visual reporting on checkout performance and trends
• Optional Recovery Integration: When enabled by a merchant, Clovia can match checkout signals to the merchant's configured Shopify Flow follow-up and report qualifying purchases associated with a recorded handoff. Recovery is optional, requires the merchant's Shopify access and workflow setup, and is not proof that Clovia caused a purchase.

2.1 Recovery Workflow Responsibilities

Recovery requires separate merchant activation and any required Shopify permissions. Enabling it instructs Clovia to link diagnosed journeys to the same Shopify checkout, return a template key chosen from your mappings, and retain a limited purchase-attribution ledger. You create and approve the messages in Shopify and retain recipient eligibility, consent, unsubscribe and no-purchase checks. Clovia does not automatically activate or alter your sending workflows. Avoid overlapping recovery automations and stop abandoned-checkout reminders after purchase.

A signal match is evidence, not proof of why a shopper left. An associated paid purchase within seven days after a mapped message handoff is reported as attribution, not guaranteed recovery, incremental revenue or proof the message was delivered. Raw completed journeys are still removed; the separate ledger follows the privacy policy. A fixed-fee setup service, if requested, requires a separate agreed scope and price.

3. Eligibility

To use Clovia, you must: (a) be at least 18 years of age; (b) have an active Shopify store in good standing; (c) have the authority to bind your business to these Terms; and (d) not be prohibited from using the Service under applicable laws. We reserve the right to refuse service to anyone for any reason at any time.

4. Account and Access

Access to Clovia is provided through your Shopify account. You are responsible for:

• Maintaining the confidentiality of your Shopify account credentials
• All activities that occur under your account
• Ensuring that any team members you grant access to comply with these Terms
• Notifying us immediately of any unauthorized use of your account

5. Subscription Plans and Billing

5.1 Pricing Tiers

Clovia offers the following investigation plans. Optional integrations may require separate access, setup or release eligibility:

5.2 Billing

All billing is processed through the Shopify App Store billing system. By subscribing to a paid plan, you authorize Shopify to charge your payment method on file. Subscriptions are billed monthly in advance and are non-refundable except as required by law.

5.3 Plan Changes

You may change your plan through Shopify, subject to the billing terms shown when you approve the change. At your investigation quota, new journey recording and diagnosis stop until the usage period resets or additional quota becomes available. This also applies to complimentary plans. New recovery linkage stops at quota, but existing handoffs can still receive associated purchase outcomes. Activity not recorded during a pause is not reconstructed later.

5.4 Price Changes

We reserve the right to modify our pricing at any time. We will provide at least 30 days' notice before any price increase takes effect. Your continued use of the Service after a price change constitutes acceptance of the new pricing.

6. Acceptable Use

You agree to use Clovia only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Service for any illegal or unauthorized purpose
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the integrity or performance of the Service
• Reverse engineer, decompile, or attempt to extract the source code of the Service
• Use the Service to collect data for purposes other than improving your own checkout experience
• Resell, sublicense, or redistribute the Service without our written consent
• Use automated tools to access the Service in a manner that exceeds reasonable use

7. Intellectual Property

The Service, including all content, features, and functionality, is owned by Clovia and is protected by copyright, trademark, and other intellectual property laws. You retain ownership of your store data. By using the Service, you grant us a limited license to access and process your data solely for the purpose of providing the Service.

We may use aggregated, anonymized data derived from your use of the Service to improve our algorithms and services. This data will not identify you or your store.

7.1 Merchant Data-Processing Terms

These terms form part of the agreement between the Merchant and Clovia for personal data processed to provide the Service. For shopper data, the Merchant is the controller and Clovia is its processor. If the Merchant acts for another controller, the Merchant confirms it is authorized to instruct Clovia as a subprocessor. These terms take priority over conflicting general terms on the handling of that data; they do not limit an individual's statutory rights.

• Scope and instructions. Processing covers store visitors and prospective or actual customers: pseudonymous journey identifiers, cart/product and checkout events, device/browser information and error signals; when enabled, keyed checkout, recovery-URL, customer and order identifiers, selected signals/template keys, workflow timestamps and limited order status, amount and currency. Operations include collection, matching, storage, diagnosis, workflow responses, reporting and deletion. The duration is the provision of the requested service plus the bounded retention and deletion periods in our privacy policy. The merchant's settings, enabled integrations, these terms and verified support instructions define the permitted purposes. Do not supply sensitive-category data or card details.
• Purpose limitation. Clovia will process this data only for those documented instructions, including transfers, unless law requires otherwise. We will notify the Merchant of a legal requirement where permitted, and alert it if an instruction appears to conflict with applicable data-protection law. We will not sell this data, use it for unrelated advertising or combine it with other businesses' shopper data for such purposes.
• Merchant responsibilities. The Merchant must establish a lawful basis, provide accurate shopper notices, obtain and respect any required consent, and verify its authority to share data. Enabling optional recovery does not establish email or SMS eligibility: the Merchant must preserve the sending provider's consent, unsubscribe and purchase-suppression controls.
• Confidentiality and security. Clovia will restrict access to personnel who need it to deliver or secure the Service and are bound to confidentiality. We will maintain appropriate safeguards, including encrypted transport and managed storage, authenticated access, tenant separation, minimized identifiers and verified inbound Shopify requests. We will review safeguards as risks and the service change.
• Service providers. The Merchant authorizes Vercel for hosting/infrastructure, Supabase for database services and Resend for transactional merchant notifications as subprocessors for the functions they perform. Clovia will bind its subprocessors to protections appropriate to their processing, remain responsible for their obligations to Clovia, and give at least 30 days' notice before adding or replacing a subprocessor handling merchant personal data, except where an urgent security change requires earlier action and prompt notice. The Merchant may object on reasonable data-protection grounds through privacy@clovia.app; if no reasonable alternative resolves the objection, it may discontinue the affected optional feature or terminate the Service. Shopify and merchant-selected sending or Slack integrations are also governed by the Merchant's direct relationships with those providers.
• Requests and assistance. Taking account of the processing and information available, Clovia will assist with access, correction, deletion, restriction and other applicable individual rights, and with security, impact assessments and regulator consultation. We will forward requests concerning merchant-controlled data to the Merchant where appropriate, rather than disclose shopper records to an unverified requester. Shopify privacy webhooks and authenticated exports support this process.
• Incidents. Clovia will notify the Merchant without undue delay after becoming aware of a personal-data breach affecting its data. We will provide available information about the affected data, likely consequences, mitigation and a contact point, and supplement it as the investigation progresses. The Merchant remains responsible for its own regulator and shopper notifications.
• Transfers. Clovia will use a lawful transfer mechanism where processing outside the applicable jurisdiction requires one, such as an applicable adequacy decision or properly completed contractual safeguards. We will provide relevant transfer information on request. This clause alone does not execute standard contractual clauses or make a transfer lawful.
• Return and deletion. At the Merchant's instruction or the end of the Service, Clovia will return available personal data or delete it and associated copies, subject to necessary legal retention and the documented expiry/deletion process. The Merchant may request an export before termination. Retained data will remain protected and will not be used for unrelated purposes. The privacy policy explains the limited erasure marker used to prevent delayed events recreating a deleted recovery checkout.
• Accountability. Clovia will provide information reasonably needed to demonstrate compliance with these processing commitments and cooperate with proportionate audits by the Merchant or its authorized independent auditor, protecting other merchants' data and security. Contact privacy@clovia.app to arrange a request or audit. Nothing here prevents an audit required by law or a competent authority.

These recovery-specific instructions apply when the Merchant expressly enables recovery after reviewing the current terms; publishing this update does not enable recovery, expand existing Shopify permissions, or establish that an existing merchant has accepted new processing. Clovia remains separately responsible for its own account administration, legal obligations and business records as explained in the privacy policy.

8. Service Availability and Support

We strive to maintain 99.9% uptime for the Service, but we do not guarantee uninterrupted availability. Scheduled maintenance will be announced in advance when possible. We provide customer support via email during business hours. Response times vary by plan level.

9. Disclaimer of Warranties

We do not warrant that: (a) the Service will meet your specific requirements; (b) the Service will be uninterrupted, timely, secure, or error-free; (c) the results obtained from using the Service will be accurate or reliable; or (d) any errors in the Service will be corrected.

10. Limitation of Liability

To the maximum extent permitted by law, Clovia shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss of data or data corruption
• Business interruption
• Loss of goodwill or reputation

Our total liability for any claims arising from or related to the Service shall not exceed the amount you paid us in the twelve (12) months preceding the claim.

11. Indemnification

You agree to indemnify, defend, and hold harmless Clovia and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) your store's operations.

12. Termination

You may terminate your use of the Service at any time by uninstalling the Clovia app from your Shopify store. We may suspend or terminate your access to the Service immediately, without prior notice, if:

• You breach any provision of these Terms
• Your Shopify store is suspended or terminated
• We are required to do so by law
• We discontinue the Service (with 30 days' notice when possible)

Upon termination, your right to use the Service will immediately cease. Provisions that by their nature should survive termination shall survive, including ownership, warranty disclaimers, and limitation of liability.

13. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms and updating the "Last updated" date. For significant changes, we may also notify you via email. Your continued use of the Service after any modification constitutes acceptance of the revised Terms.

14. Governing Law and Disputes

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any disputes arising from or relating to these Terms or the Service shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

You agree that any dispute resolution proceedings will be conducted on an individual basis and not in a class, consolidated, or representative action.

15. General Provisions

• Entire Agreement: These Terms constitute the entire agreement between you and Clovia regarding the Service.
• Severability: If any provision is found unenforceable, the remaining provisions will continue in effect.
• Waiver: Our failure to enforce any right or provision shall not constitute a waiver of that right.
• Assignment: You may not assign these Terms without our consent. We may assign our rights and obligations without restriction.
• Force Majeure: We shall not be liable for delays or failures due to circumstances beyond our reasonable control.