Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:
“Application” or “App” means SEO Schema for Products application.
“Merchant” or “You” means an individual or business that uses the Shopify commerce platform to sell products or services and the SEO Schema for Products application. This also means an individual or entity that has agreed to these Terms.
“Party” means each of Merchant and us, and together the “Parties”.
“Shopify” means online e-commerce platform that small businesses can use to build online stores to sell products on websites or via social media. (shopify.com)
“Shopify App Store” is where Merchants can view and install applications on their Merchant store, and is available through apps.shopify.com.
“Website”, “Websites” means any websites that are owned, operated, or managed by a Merchant and that may use the Application.
2. Merchant Responsibilities
2.1 Marketing Activities
2.1.1. Merchant will bear all costs and expenses related to Website SEO marketing. The Application only provides the ability to generate a Schema markup for the Website.
2.1.2. A Merchant will not (i) use any marketing methods with respect to the Application including but not limited to online and offline methods such as fax, broadcast, telemarketing, SMS/text message, email communications, social media or video platforms; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to the Application; (iii) make any false, misleading or disparaging representations or statements with respect to the Application; (iv) copy, resemble or mirror the look and feel of the Application (v) engage in any other practices which may adversely affect the credibility or reputation of the Application, including but not limited to using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to the Application services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party.
2.1.3. Merchant will not put the SEO Schema for Products name in a search engine or directory, and will not promote it in search engines, or other resources, without our permission.
2.2. Compliance with Laws
Merchant represents and warrants that none of the Merchant, its subsidiaries, or any director or officer thereof, is, or is owned or controlled by individuals or entities that are: (i) the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Asset Control or the U.S. State Department, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of comprehensive territorial Sanctions.
2.3 Other Merchant Terms
2.3.1. Merchant must use the Application and pay for the Application’s paid plans subscriptions separately for each of their stores. For clarity, a Merchant may have more than one Merchant store.
2.3.2. Each Merchant is responsible for: (a) ensuring that its employees, agents and subcontractors comply with this Agreement and (b) any breach of this Agreement by Merchant’s employees, agents or subcontractors.
2.3.3. If Merchant is using the Application on behalf of an entity, Merchant represents and warrants that they have the authority to bind that entity to the Terms and by accepting the Terms, they are doing so on behalf of that entity (and all references to “Merchant” in the Terms refer to that entity).
2.3.4. Merchant acknowledges and agrees that Merchant will be responsible for the performance of all of their obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Merchant.
2.3.5. Merchant will use the Application only for the purposes intended by it in the description of the Application (Section 3). Merchant undertakes not to falsify the data generated by the Application. Merchant will not use the Application for purpose of embedding or incorporating code that utilizes the resources (including CPU resources) of another computer, including for the purposes of cryptocurrency mining, or other fraud actions. Merchant undertakes that neither they nor their employees, agents, subcontractors, or any third party, including but not limited to any affiliates or subsidiaries of Merchant will not attempt to access or modify the Application code, modify the code generated by the Application, or the code that has been added to the theme files of the store by this Application, for the purposes of fraud actions.
2.3.6. The Merchant undertakes to report security problems, data leaks, failures, problems, any fraud actions in the Application within 12 hours after they occur.
2.3.10. The Merchant undertakes to install the Application only through the interface of the Shopify App Store; The Merchant undertakes to subscribe to the Application paid plans only through the interface of Shopify (through a consent screen provided by Shopify).
2.3.11. Merchants are able to submit reviews and ratings on their experience with using the Application. Merchant may not publish reviews that are fake, inaccurate, irrelevant, misleading, being used improperly for commercial gain, posted in exchange for a financial or another gain, misleading as to the reviewer’s identity or their connection to us, or reviews that contain or link to prohibited or illegal content. Reviews are meant to be unbiased, useful, and trustworthy. We reserve the right to terminate cooperation with Merchant engaged in any of this behavior.
2.3.12. Merchant will only use the pixels, tags, or other forms of tracking technologies that are not breaking the law, to track the result of the SEO Schema for Products application work.
2.3.13. If Merchant provides any feedback (including identifying potential errors and improvements) to us concerning the SEO Schema for Products (“Feedback”), they hereby assign to us all right, title, and interest in and to the Feedback, and we are free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the SEO Schema for Products and to create other products and services. We will treat any Feedback as non-confidential and non-proprietary. You will not submit any Feedback that You consider confidential or proprietary.
2.3.14. Access to the Shopify API for the developer may be terminated or suspended by Shopify at any time and at Shopify’s sole discretion. Termination or suspension of the developer’s access to the Shopify API may negatively affect Merchants who use the developer’s Application. Merchant acknowledges that they are aware of this risk.
3. Services provided by the Application
3.1. Seo Schema for Products is an application that allows You to configure Schema markup for your store products and the appearance of your products in search engine results.
This application adds only Schema markup for products. You can add the following fields:
Name (always included)
Image (always included)
Description (always included)
Review apps integration
URL (always included)
Price (always included)
Price currency (always included)
Availability (always included)
Item Condition (always included, always NewCondition)
Shipping Details (Rate and Destination).
If the product has variants, the Schema markup will not be added for the variant that is not available.
3.2. We may update the Application from time to time to improve the Merchant’s experience with the Application.
3.3. Seo Schema for Products doesn’t provide any marketing or promotional services.
3.4. Seo Schema for Products does not provide any reporting services.
3.5. The Developer may change the price of the Application. We will notify You via email in advance in case the price changes.
4.1. This agreement is terminated when the Application is removed from the Merchant’s store. We reserve the right to terminate cooperation unilaterally in case of fraudulent actions, actions to the detriment of the Application or us, actions to the detriment of our profits or the profits of Shopify, as well as breach of the Acceptable Use Policy of Shopify, or any other violation, without prior notice to the Merchant.
4.2. We will continue to retain Your Store id (URL) and email as necessary to debug the Application, and also comply with our legal obligations and resolve disputes.
4.3 Upon termination of this Agreement: (i) Merchant will immediately cease displaying any SEO Schema for Products Trademarks on any Website or otherwise; (ii) The Merchant will stop using the application and take care of uninstalling the application from their stores.
5. Intellectual Property Rights
5.1. The Merchant undertakes that neither they nor their employees, agents, subcontractors, or any third party, including but not limited to any affiliates or subsidiaries of Merchant: (i) Will not attempt to access or modify the Application code; (ii) Will not attempt to change the code generated by the Application, nor the code that has been added to the theme files of the store by this Application; (iii) Will not disclose the Application code for publicity; (iv) Will not sell or distribute the Application code to any third party or any other Application.
In case of modifying the code by the Merchant, or their employees, agents, subcontractors, or any third party, including but not limited to any affiliates or subsidiaries of Merchant, the responsibility for the operation of the Application is assigned to the Merchant.
5.2. Merchant may display SEO Schema for Products icons, screenshots, banners, and other graphic information on the Websites only for the purpose of recommending the Application. In this case, an active link to the Application in the Shopify App Store must be placed nearby the graphics. The Merchant or their employees, agents, subcontractors, or any third party, including but not limited to any affiliates or subsidiaries of Merchant is not allowed to change, assign, distribute, or sell Application graphics design. The SEO Schema for Products graphics are and will remain the sole property of Sofiia Astanina.
5.3. All intellectual rights to the SEO Schema for Products application belong to Sofiia Astanina. The SEO Schema for Products application are and will remain the sole property of Sofiia Astanina.
5.4. SEO Schema for Products application code are deemed to be confidential information.
5.5. The Merchant, or their employees, agents, subcontractors, or any third party, including but not limited to any affiliates or subsidiaries of Merchant, is not allowed to copy the Application’s code, branding, or other intellectual property, and sell or distribute it.
6. Disclaimer of warranty
SEO Schema for Products application is provided “as-is”. We make no warranties under this Agreement, and we expressly disclaim all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement, or fitness for a particular purpose. Without limiting the foregoing, we further disclaim all representations and warranties, express or implied, that the SEO Schema for Products satisfies all Merchant’s requirements and or will be uninterrupted, error-free, or free from harmful components. Despite the creation of backups before work, we do not guarantee that the theme of the site will not be broken.
We will make every effort to provide quality services, however, we expressly disclaim all warranties about the optimizing and display of products and rich snippets for products in search engine results, and we expressly disclaim all warranties about the promotion of the site in a search engine, SEO boosting, fixing and removing structured data errors from Google Search Console, and non-affecting the site speed and Google Page Speed result.
We do not guarantee that integration with reviews applications will be error-free or free from harmful components, as this also depends on reviews applications.
7. Limitation of Liability and Indemnification
7.1 We will have no liability with respect to the SEO Schema for Products obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the SEO Schema for Products, even if we has been advised of the possibility of such damages. In any event, we, liability to Merchant under this Agreement for any reason will be limited to $100 USD. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts.
7.2. We are not responsible for disclosing your access (namely, your Shopify Account login and password), even if You disclose it to us. We are not responsible for data leakage from Your store. We undertake not to ask for Your access (namely, the login and password from the Shopify Account).
7.3. The relationship between a Merchant and us is strictly between the Merchant and us, and neither Shopify nor the Shopify Related Entities are obligated to intervene in any dispute arising between the Merchant and us. Under no circumstances will Shopify, or the Shopify Related Entities, be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary, or other damages whatsoever, that result from or relate to the Merchant relationship with us. These limitations will apply even if Shopify or the Shopify Related Entities have been advised of the possibility of such damages.
7.4. Shopify is not liable for any fault in the Application or any harm that may result from its installation or use. Except where expressly stated by Shopify, Shopify cannot provide assistance with the installation or use of the Application. Shopify is not responsible for any liability which may arise from a Merchant’s access to or use of the Application.
7.5. Shopify, or any Shopify Related Entities, or the directors, officers, employees, subcontractors, and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”) may, at its own expense, assist in the defense if it so chooses, provided that we will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim we will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.
7.6. In the event of any breach or threatened breach by Merchant of any provision of Sections 2 or 5 above, in addition to all other rights and remedies available to us under this Agreement and under applicable law, we will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Merchant’s access to the Application, and (c) be indemnified for any losses, damages or liability incurred by us in connection with such violation, in accordance with the provisions of this Section 7.
7.7. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
8. General provisions
8.1. Force Majeure
If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated under this Agreement or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, war and hostilities, act of God or any cause beyond the reasonable control of that Party, the Party will be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything in this Agreement to the contrary, the Party prevented from performing under this Agreement by a force majeure event will nevertheless use its best efforts to recommence its performance under this Agreement as soon as reasonably practicable and to mitigate any damages resulting from its non-performance under this Agreement.
8.2. Independent Contractors
The Parties to this Agreement are independent contractors. Except as otherwise expressly stated in this Agreement, we are not an agent, representative or related entity of the Merchant. Neither Merchant nor us will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
8.3. No Waiver
The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.
8.4. Entire Agreement
This Agreement, including any completed application form and all guidelines and other documents, linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Merchant nor us will be bound by, and each Party specifically objects to, any term, condition, or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.
This Agreement may be available in languages other than English. To the extent of any inconsistencies or conflicts between this English Agreement and the Agreements available in another language, the most current English version of the Agreement will prevail.
All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns, and legal representatives. We will be permitted to assign this agreement without notice to or consent from Merchant. Merchant will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without our prior written consent, to be given or withheld in our sole discretion. Transfer can include acquisition, merger, change of control, or other forms of transfer. To submit a request for our consent to assignment or transfer, contact us: firstname.lastname@example.org.
8.6. Applicable Laws
This Agreement will be governed by and interpreted in accordance with the laws of Ukraine applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.
The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Ukraine with respect to any dispute or claim arising out of or in connection with this Agreement.
8.7. Service Providers
Merchant may work with service providers as necessary to facilitate Merchant’s performance under this Agreement.
Merchant acknowledges and agrees that Merchant is responsible for all of its service providers’, their employees, agents, subcontractors, or any third party, including but not limited to any affiliates or subsidiaries of Merchant, acts or omissions in relation to Merchant’s performance of the Agreement, and any act or omission by the above entities and persons amounting to a breach of this Agreement will be deemed to be a breach by Merchant.
If any provision of this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, then such invalidity, illegality, or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.
8.9. Disputes Resolution.
If You have any concerns or disputes about the Application, You agree to first try to resolve the dispute informally by contacting us.
Questions related to the technical support of the Application shall be given in writing and shall be deemed to have been delivered on the delivery date by email to our’s email address email@example.com.
Any notice, approval, request, authorization, direction, or other communication under the Terms shall be given in writing and shall be deemed to have been delivered and given for all purposes after the developer receives the certified or registered mail, return receipt requested, with a description of the attachments, postage, and charges prepaid, to the developer address. developer address is provided upon request to our’s email address firstname.lastname@example.org.
8.11. Surviving Provisions.
This Section 8.11 and the following articles shall survive any termination or expiration of the Terms: Section 1 (Definitions), Section 2: 2.1, 2.2, 2.3.5, 2.3.11, 2.3.12, 2.3.13 (Merchant Responsibilities), Section 5 (Intellectual Property Rights), Section 6 (Disclaimer of warranty), Section 7 (Limitation of Liability and Indemnification), and Section 8 (General provisions). In addition, any provisions of the Terms that by their nature are intended to survive will survive termination.
Last updated: 22.10.2022