Welcome to YourToken. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Merchant," "User," or "You") and Repcus Labs Pvt. Ltd. ("Company," "We," "Us"), regarding your access to and use of the YourToken application (the "App") available on the Shopify App Store.
By installing, accessing, or using the App, you signify that you have read, understood, and agree to be bound by these Terms. If you do not agree, strictly do not install the App.
1. Eligibility and Account Terms
1.1 Store Owner Authority
You represent and warrant that you are the authorized owner or administrator of the Shopify store ("Store") on which the App is installed. You must be at least 18 years of age or the age of majority in your jurisdiction.
1.2 Shopify Platform Dependency
The App depends on the Shopify platform. We are not responsible for any downtime, data loss, or functionality issues caused by Shopify’s system failures, API changes, or termination of your Shopify account.
2. The Loyalty Program Service
2.1 Nature of Points and Rewards (No Cash Value)
CRITICAL LEGAL NOTICE: You acknowledge and agree that any "Points," "Coins," "Credits," or "Tiers" generated, tracked, or managed by the App are purely promotional in nature.
No Cash Value: Points have no cash value, monetary equivalent, or property interest. They cannot be redeemed for cash, transferred to other parties, or sold.
Not a Bank: YourToken is a software provider, not a financial institution. We do not hold deposits or store value.
Merchant Liability: You, the Merchant, are solely responsible for fulfilling the rewards (e.g., coupons, free products) promised to your customers. You agree to indemnify YourToken against any claims from your Customers regarding lost, expired, or devalued points.
2.2 Program Rules and Abuse
You retain full discretion to set the rules of your loyalty program (earning rates, expiry). You are responsible for monitoring your program for abuse. YourToken provides tools to detect fraud (e.g., referral gaming), but we do not guarantee the prevention of all fraudulent activity.
3. Subscription Fees and Payments
3.1 Billing via Shopify
All fees for the App are billed directly by Shopify through your Store’s monthly invoice. We do not process or store your credit card information.
Billing Cycle: The App subscription is pre-paid on a 30-day cycle.
Upgrades/Downgrades: Changes to your plan are handled via Shopify’s billing engine. Prorated charges or credits are applied automatically by Shopify, not YourToken.
3.2 Taxes
You are responsible for all applicable taxes (GST, VAT, Sales Tax) associated with your use of the App.
4. Intellectual Property Rights
4.1 Company IP
The App, including its source code, algorithms, visual interfaces, and documentation, is the exclusive property of the Company. You are granted a limited, non-exclusive, revocable, non-transferable license to use the App for your Store.
4.2 User Data
You retain ownership of your Store data and Customer data. You grant us a worldwide, royalty-free license to access, process, and analyze this data solely to provide the Service and improve our products (in aggregate form).
5. Acceptable Use Policy (AUP)
You agree not to use the App to:
Violate Shopify’s Acceptable Use Policy.
Engage in deceptive or manipulative practices (e.g., "dark patterns").
Process data related to illegal goods or services.
Reverse engineer, decompile, or attempt to derive the source code of the App.
6. Disclaimer of Warranties
THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE APP WILL BE ERROR-FREE OR UNINTERRUPTED.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
NO CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL.
LIABILITY CAP: OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8. Indemnification
You agree to indemnify, defend, and hold harmless the Company and its officers, directors, and employees from any claims, liabilities, damages, losses, and expenses arising out of:
Your use or misuse of the App.
Your violation of these Terms or any applicable law.
Any dispute between you and your Customers (e.g., regarding points redemption).
9. Governing Law and Dispute Resolution
9.1 Governing Law
These Terms shall be governed by the laws of India.
9.2 Exclusive Jurisdiction
Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts located in Gautam Buddha Nagar, Uttar Pradesh, India. You expressly waive any objection to this venue.
10. Modifications
We reserve the right to modify these Terms at any time. We will notify you of significant changes via email or a notification within the App dashboard. Your continued use of the App after the changes constitutes acceptance of the new Terms.
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3.3 Clause-by-Clause Commentary and Justification
3.3.1 The "No Cash Value" Clause (Section 2.1)
This clause is non-negotiable for a loyalty app. Without it, the accumulated points on the platform could be treated as a "deposit" under banking laws, subjecting YourToken to capitalization requirements. By explicitly defining points as "promotional" and shifting fulfillment liability to the Merchant, YourToken avoids becoming a regulated financial entity.
3.3.2 Limitation of Liability (Section 7)
The cap is set at 12 months of fees. This is a balanced approach. Smile.io limits liability to just one month or $100. While safer for Smile, it can appear aggressive to larger merchants. A 12-month cap is standard in enterprise SaaS contracts and provides a reasonable remedy for merchants while preventing catastrophic loss for YourToken.
3.3.3 Exclusive Jurisdiction (Section 9.2)
Specifically mentioning New Delhi or Gautam Buddha Nagar (if the company is in Noida) is strategic. Recent Indian case law (M/s Viva Infraventure Pvt Ltd v New Okhla Industrial Development Authority) confirmed that exclusive jurisdiction clauses prevail even over arbitration venues if drafted correctly. This prevents a merchant in Kerala or California from dragging YourToken into a local court, centralizing all legal disputes to YourToken's home turf.
