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

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 subscription plans, each including all features:

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 upgrade or downgrade your plan at any time. Upgrades take effect immediately and are prorated. Downgrades take effect at the start of the next billing cycle. If you exceed your plan's investigation limit, additional investigations will not be processed until the next billing cycle or until you upgrade.

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.

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.