Legal

Terms of Service

Effective date: [EFFECTIVE DATE, set when this page goes live]. Last updated: [DATE].

These Terms of Service ("Terms") are a legal agreement between you (a Shopify merchant, "you" or the "Merchant") and Fox & Otter Data ([FULL LEGAL ENTITY NAME], a [ENTITY TYPE, e.g. Oregon limited liability company], "we," "us," or "our"), governing your use of Upstream, our Shopify-embedded profit and LTV analytics application (the "Service"). By installing Upstream from the Shopify App Store, or by using Upstream in any way, you agree to these Terms. If you do not agree, do not install or use Upstream.

1. What Upstream does

Upstream connects to your Shopify store (via Shopify's Admin API, under the permissions you grant during install) to compute true profit, gross margin, and customer lifetime-value metrics from your own order, customer, product, and cost data. It can optionally connect to Klaviyo, Meta Ads, Google Ads, and WooCommerce if you supply credentials for those services. Some Upstream features can write changes back out (for example, updating a product's price on Shopify, or pushing a customer-audience seed to a connected ad account), but only after you explicitly review and confirm that specific action; nothing writes to Shopify or to a connected third-party account automatically or in the background.

2. Eligibility and your account

Upstream is available to merchants operating a store on the Shopify platform. You must have the authority to install apps on that store (e.g. a store owner or staff account with the relevant permissions), and you are responsible for all activity that occurs through your store's Upstream connection, including activity by anyone you allow to access your Shopify admin.

3. Plans, billing, and cancellation

Free: no Shopify charge is ever created; no credit card is required.
Starter, Scale, and Growth: paid plans billed monthly through Shopify's own recurring-application-charge (AppSubscription) billing. Growth additionally includes a usage-based line item, billed alongside the flat monthly charge, calculated as a percentage of your trailing 90-day GMV and capped at a stated monthly maximum.
Enterprise: custom pricing arranged directly with us, outside this self-serve flow.

We never see or store your payment card. All billing is handled by Shopify directly against the payment method on file with your Shopify account; refunds, disputes, and billing-cycle questions for a Shopify charge are subject to Shopify's own billing terms. You can change or cancel your plan at any time from Upstream's Billing page inside your Shopify admin. Downgrading to Free or disconnecting your store cancels your active Shopify subscription immediately through Shopify's billing API. This fails closed: we do not consider your account cancelled, or stop billing, while a Shopify subscription remains active, and we do not tell you that billing has stopped unless the cancellation actually succeeded. Shopify does not refund the portion of a billing period already paid for.

4. Your data

As between you and us, you retain all rights to your store's data: your orders, customers, products, and any cost or pricing information you provide. You grant us a limited license to access, process, and store that data solely to provide and improve the Service to you, as described in our Privacy Policy. You represent that you have the right to share your store's customer data with us for this purpose, and that doing so complies with your own obligations to your customers (including any privacy notices or consent you provide them).

You can permanently delete your store's synced and computed data at any time from Upstream's Settings page. Uninstalling Upstream from your Shopify admin triggers permanent deletion of your store's data on our side within the timeframe described in our Privacy Policy.

5. Connected third-party services

If you connect Klaviyo, Meta Ads, Google Ads, or WooCommerce, that connection is between you and that third party as well as between you and us. You are responsible for complying with each platform's own terms of service and for the credentials or OAuth grants you provide. We are not responsible for the availability, accuracy, or conduct of any third-party platform, and a change or outage on their end may affect Upstream's functionality with that integration. Where an Upstream feature pushes data to a connected platform (for example, a hashed-email audience seed to an ad account), that action only occurs after your explicit confirmation, as described in Section 1.

6. Acceptable use

You agree not to:

use Upstream to access, store, or process data you do not have the right to share with us;
attempt to interfere with, disrupt, or gain unauthorized access to Upstream or the systems it runs on;
use Upstream to violate any applicable law, including data-protection, consumer-protection, or advertising law; or
reverse-engineer, resell, or white-label the Service without our prior written consent.

7. Disclaimers

Upstream's analytics (including profit, margin, LTV, cohort, and forecast figures) are computed from the data available to us at the time and are provided for informational purposes to help you make decisions; they are estimates, not guarantees, and depend on the accuracy and completeness of the Shopify, cost, and integration data you provide or connect. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by applicable law. You are solely responsible for reviewing and confirming any action (a price change, an audience push, or similar) before it is applied. We are not liable for the business consequences of an action you confirmed.

8. Limitation of liability

To the fullest extent permitted by applicable law, in no event will we be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunity, arising out of or relating to your use of the Service, even if advised of the possibility of such damages. Our total liability arising out of or relating to these Terms or the Service will not exceed the amount you paid us for the Service in the twelve (12) months preceding the event giving rise to the claim. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

9. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, or expenses (including reasonable legal fees) arising from your breach of these Terms, your violation of applicable law, or your misuse of the Service.

10. Termination

You may stop using Upstream at any time by disconnecting your store or uninstalling the app from your Shopify admin. We may suspend or terminate your access to the Service if you breach these Terms, if required by Shopify or by law, or if we discontinue the Service, with notice where reasonably practicable. Sections of these Terms that by their nature should survive termination (including Sections 7, 8, 9, and 12) will survive.

11. Changes to these Terms

We may update these Terms from time to time. If we make a material change, we will update the "Last updated" date above and, where required, provide additional notice. Continuing to use Upstream after a change takes effect constitutes acceptance of the updated Terms.

12. Governing law

[PLACEHOLDER: governing-law jurisdiction and venue need to be set by Jordan, e.g. "These Terms are governed by the laws of the State of Oregon, USA, without regard to its conflict-of-laws principles, and any dispute will be resolved in the state or federal courts located in [COUNTY], Oregon."]

13. Contact

Questions about these Terms can be sent to [SUPPORT EMAIL], or by mail to [FULL LEGAL ENTITY NAME AND MAILING ADDRESS].