Double Up Terms of Service

By installing, accessing or using Double Up: Unbeatable Upsell (the “Service”), provided by Blox Labs, Inc. (“Double Up,” “we,” “us,” or “our”), you agree to be bound by these Merchant Terms of Service (this “Agreement”). If you are using the Service on behalf of a company, you represent that you have authority to bind that company, and all references to “you” and “your” refer to that company. If you do not accept this Agreement, you are not authorized to use the Service.

1. Your Agreement

1.1 Modifications

Double Up may modify this Agreement at any time upon notice to you. Email notice or an announcement in the Service constitutes sufficient notice. Your continued use of the Service after a modification becomes effective constitutes your acceptance of the modification. If you do not agree, your sole remedy is to stop using the Service.

1.2 Scope of Service

The Service is a Shopify app that shows shoppers in your store’s checkout an offer to add one more unit of an item already in their cart, at a discount you configure, and applies that discount through a Shopify discount. The Service also reports how offers perform.

1.3 Shopify

The Service runs on Shopify and requires a Shopify Plus store, except for development and sandbox stores used for testing. Your use of Shopify is governed by your agreement with Shopify. Double Up is not responsible for the availability or behavior of Shopify, including its checkout and discount systems.

2. Your Responsibilities

2.1 Eligibility

To use the Service you must (i) be authorized to do business in your jurisdiction; (ii) have the legal power to enter into this Agreement; and (iii) not be prohibited by law from using the Service.

2.2 Your Offers

You are solely responsible for the discounts, overrides, exclusions, offer text and other settings you configure, for the prices shoppers pay as a result, and for honoring orders placed with a Double Up discount. You are responsible for ensuring your offers comply with all applicable laws, including consumer-protection, pricing and advertising laws, and with Shopify’s policies. Margin floors and cost-based discounts rely on the unit costs recorded in your Shopify store; Double Up is not responsible for losses caused by missing or inaccurate costs or prices.

2.3 Authorized Users

Only your authorized employees, contractors or agents (“Authorized Users”) may access the Service through your Shopify store. You are responsible for all use of the Service under your store.

3. Term and Termination

3.1 Term

This Agreement is effective when you first install the Service and continues until terminated as set forth herein.

3.2 Termination

You may terminate this Agreement at any time by uninstalling the Service. Double Up may suspend or terminate the Service for any reason upon thirty (30) days’ notice, or immediately if you breach this Agreement or use the Service in a way that may harm Double Up, Shopify, shoppers or others. Double Up will not be liable for reimbursement, cost of cover or damages arising from suspension or termination.

3.3 Effect of Termination

Upon termination you must stop using the Service, and Double Up’s obligation to provide it ends. The Double Up discount stops applying once the Service is uninstalled. You remain obligated to pay all fees accrued through the termination date.

4. Pricing and Payment

4.1 Fees

Fees, if any, are shown in the Shopify App Store listing and in the Service, and are billed through Shopify in accordance with Shopify’s billing policies. If you start a free trial, no fees apply during the trial period. Fees are non-refundable unless expressly stated otherwise in this Agreement or required by law.

4.2 Changes to Fees

Double Up may change its fees upon at least thirty (30) days’ notice. Changes take effect at the start of your next billing period after the notice period.

4.3 Taxes

All fees are exclusive of applicable taxes, and you are responsible for payment of all taxes, duties and similar charges, except for taxes based on Double Up’s net income.

5. License to the Service

5.1 License Grant

Subject to this Agreement, Double Up grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Service solely for your internal business purposes in connection with your Shopify store.

5.2 Usage Restrictions

Except as expressly permitted by Double Up in writing, you will not: (i) transfer, sell, lease or share the Service; (ii) copy, modify, create derivative works of, reverse engineer or attempt to discover source code for any Double Up software; (iii) use the Service to build or improve a competing product; (iv) introduce malicious code; (v) attempt to forge, alter or reuse offers or otherwise circumvent the Service’s security; (vi) benchmark or load-test the Service in a disruptive manner; or (vii) use the Service in violation of applicable law or Shopify’s policies.

5.3 Ownership

Double Up and its licensors own all rights in the Service. Your license terminates automatically upon termination of this Agreement.

6. Confidentiality

Each party will protect the other party’s non-public information that a reasonable person would consider confidential with at least a reasonable standard of care, and will use and disclose it only as needed to perform this Agreement or as required by law. This does not apply to information that is or becomes public without breach, was lawfully known to the receiving party without restriction, is independently developed, or is rightfully obtained from a third party without restriction.

7. Data Privacy

7.1 Roles

For purposes of applicable data protection laws, you act as the controller of personal data relating to your shoppers, and Double Up acts as a processor (or service provider) processing that data solely on your behalf to provide the Service. Double Up’s handling of data is described in the Double Up Privacy Policy.

7.2 Your Data

You grant Double Up a limited license to process data from your Shopify store and the Service for the duration of this Agreement to provide, secure and improve the Service. You represent that you have provided any notices and obtained any consents required for that processing.

7.3 Data Processing Addendum

To the extent Double Up processes personal data on your behalf that is subject to the GDPR, UK GDPR or similar laws, the Data Processing Addendum available on request at legal@getdoubleup.com is incorporated into this Agreement by reference. In the event of any conflict, the Data Processing Addendum controls with respect to data protection matters.

8. Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS.” DOUBLE UP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. DOUBLE UP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL PRODUCE ANY PARTICULAR SALES OR REVENUE.

9. Limitation of Liability

9.1 Limitation

To the maximum extent permitted by law, Double Up’s total liability arising out of or relating to this Agreement will not exceed the fees paid by you to Double Up during the six (6) months preceding the event giving rise to liability.

9.2 Exclusion of Damages

Double Up will not be liable for any indirect, special, incidental, consequential, exemplary, punitive or lost-profits damages, including losses from discounts applied as configured, arising out of or relating to this Agreement, even if advised of the possibility of such damages.

9.3 Applicability

Some jurisdictions do not allow certain liability limitations; in such cases, the above limitations apply to the fullest extent permitted.

10. Indemnification

You will defend, indemnify and hold harmless Double Up and its affiliates from any claims, losses, damages, liabilities, costs or expenses (including reasonable attorneys’ fees) arising out of or relating to (i) your breach of this Agreement, (ii) your offers, prices or store, or (iii) negligence or willful misconduct by you or your representatives.

11. General

11.1 Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control.

11.2 Assignment

You may not assign this Agreement without Double Up’s prior written consent. Double Up may assign this Agreement at its discretion.

11.3 Notices

Double Up will send notices to the email address associated with your Shopify store. Notices to Double Up must be sent to legal@getdoubleup.com.

11.4 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force.

11.5 Entire Agreement

This Agreement constitutes the entire agreement between you and Double Up regarding the Service and supersedes all prior agreements.

11.6 Non-Waiver

Failure to enforce any provision of this Agreement is not a waiver of future enforcement.

11.7 Relationship of the Parties

The parties are independent contractors; nothing herein creates a partnership or joint venture.

11.8 Governing Law

This Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-law rules.

11.9 Arbitration

ALL DISPUTES arising out of this Agreement will be resolved by binding arbitration in Denver County, Colorado, in accordance with the Commercial Rules of the American Arbitration Association. THE PARTIES WAIVE CLASS-ACTION RIGHTS.

11.10 Survival

Sections 3.3 and 4–11 survive termination of this Agreement.

11.11 Subcontractors

Double Up may use subcontractors to provide the Service and will ensure they are bound by obligations consistent with this Agreement regarding data privacy and security.

11.12 Feedback

If you provide feedback regarding the Service, Double Up may use it without restriction.

11.13 Electronic Communications

You consent to receive all communications from Double Up electronically, subject to Section 11.3.

Contact

Questions about these Terms? Email legal@getdoubleup.com.