Shopify App Store

Terms of service

Cartly Pro Terms of Service

CAPITALIPLY LLC Last Updated: September 2, 2026

Welcome to Cartly Pro. Cartly Pro (also referred to as Cartly) is a Shopify application that replaces the default cart with a slide-in cart drawer, and adds upsells, cross-sells, installment messaging, and checkout shortcuts intended to increase conversion and average order value.

References in these Terms of Service to "we," "us," or "our" refer to CAPITALIPLY LLC, a limited liability company registered in the State of Delaware, United States, which develops, manages, and operates Cartly Pro.

References to "you" or "your" refer to you as an individual user of our Services (who must be over the age of 18) or the business entity you represent.

These Terms of Service constitute a legally binding contract (the "Agreement") when you:

  • Access our website at https://cartly-pro.com
  • Install, sign up for, purchase, or otherwise use the Cartly Pro application (the "App")

Your access to and use of our website, the App (including associated software, templates, graphics, and other content), and related services such as installation, configuration, consulting, maintenance, and support (collectively referred to as our "Services") are governed by this Agreement and our Privacy Policy.

This Agreement applies to Cartly Pro only. Each of our applications is governed by its own Terms of Service.

If you do not agree to all applicable terms of this Agreement and the Privacy Policy, you are not authorized to use the Services.

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT INCLUDES A MANDATORY ARBITRATION PROVISION THAT REQUIRES INDIVIDUAL CLAIMS TO BE RESOLVED THROUGH ARBITRATION, NOT AS A CLASS ACTION, AND WITHOUT A JURY TRIAL.

1. Your Rights to Use the Services

1.1 License Grant

Subject to the terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-transferable license to:

  • Access the public portions of our website.
  • Use the App and Services as outlined in your Subscription Plan (the "Subscription Plan").

This license is subscription-based and operates on a month-to-month basis, unless otherwise specified in your Subscription Plan.

Use of the Services is permitted solely for your business purposes and not for personal, household, or family use.

2. Service Usage Limits

2.1 Defined Usage Limits

Your use of the Services is subject to the limitations outlined in the applicable Subscription Plan. The details of these limitations, including pricing, plan features, and any order volume thresholds, are provided in the pricing section of our website and in the App. Charges processed via Shopify Billing are governed by Shopify's App Charges Rules.

2.2 Exceeding Usage Limits

If your usage exceeds the defined limits during your subscription period:

  • Additional Charges: If your Subscription Plan includes "Usage-Based Charges," additional fees will apply in accordance with the agreed terms. Cartly Pro plans are metered on the number of billable orders processed by your store, so exceeding the order threshold of your plan will result in usage charges or an automatic move to the next tier, as described in Section 9.1 and in the Product Schedule. Refer to Shopify's App Charges Rules for details.
  • Access Restrictions: Certain features of the Services may be temporarily restricted until your usage falls within the permitted limits, or until a higher usage cap is approved.

2.3 Free Trial or No-Charge Versions

For free trials or no-cost versions of the Services, Usage Limits may include restricted trial periods, limited functionality, or both. Such versions are subject to the terms and conditions of this Agreement.

Trial periods are granted once. Reinstalling the App, changing plans, or moving between pricing versions does not restart or extend a trial that has already been used or expired.

3. Prohibited Use of the Services

You agree that neither you nor anyone you authorize to access the Services will:

3.1 Transfer or Misuse Access Rights

  • Rent, lease, lend, sublicense, sell, or otherwise transfer rights to use the Services to any third party, including for timesharing or as a service bureau.
  • Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services.

3.2 Tamper with Security or Operations

  • Attempt to bypass, disable, or tamper with security features, access controls, or operational technology of the Services.
  • Access accounts or data belonging to other customers or third parties without authorization.
  • Interfere with, circumvent, or misreport the metering, counting, or attribution mechanisms that determine the fees payable under your Subscription Plan.

3.3 Engage in Unlawful or Harmful Activities

  • Use the Services in a manner that violates any applicable laws or legal rights, including intellectual property, advertising, pricing, and data privacy laws.
  • Store or transmit material that is defamatory, harassing, threatening, obscene, illegal, or otherwise objectionable.
  • Create, send, store, or execute viruses, malware, or other harmful computer code.
  • Use the App's storefront features to display pricing, discounts, savings claims, or payment options that are false, misleading, or that you are not able or willing to honor.

3.4 Exceed Acceptable Use or Act in Bad Faith

  • Violate any acceptable use policy we post.
  • Use the Services in a way that interferes with the experience or enjoyment of others, including placing unreasonable demands on the system.
  • Analyze the Services' workings or features with the intent to develop competing products or services.

3.5 Breach Documentation or Export Control Rules

  • Remove or alter logos, trademarks, copyright notices, or other proprietary markings from the Services or documentation without authorization.
  • Use the Services in violation of applicable export control or sanctions laws, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC).

4. Responsibility for Passwords and Unique Credentials

You are solely responsible for:

  • Selecting strong and secure account and user passwords.
  • Regularly updating passwords to maintain security.
  • Keeping your passwords and credentials confidential.
  • Restricting access to authorized users only, including staff you allow to access your Shopify admin and the App.

We assume no responsibility for any damage or loss arising from unauthorized access to the Services or your account due to your failure to follow proper security measures.

For accounts linked through platforms like Shopify, you acknowledge that Shopify also bears shared responsibility for maintaining platform-level security.

5. Third-Party Platforms, Apps, Integrations, or Other Third-Party Services

We are not responsible for the performance, security, or functionality of third-party services (referred to as "Third-Party Services") you may use in connection with our Services.

5.1 Examples of Third-Party Services

  • Ecommerce platforms: platforms like Shopify, including its checkout, discount, and billing systems.
  • Buy-now-pay-later and payment providers: providers such as Affirm, Klarna, Afterpay, and similar services whose branding or installment messaging you choose to display in the cart drawer.
  • Themes and other storefront apps: your Shopify theme and any other apps that modify the cart, checkout, pricing, or product pages.
  • Internet connectivity providers.
  • Other apps or integrations: such as analytics tools, email marketing tools, or payment gateways.

5.2 Data Sharing with Third-Party Services

By using such Third-Party Services, you grant us permission to share your data and information as necessary to enable the interoperation of our Services with these Third-Party Services.

For example, this may include passing cart contents, product identifiers, and order values to Shopify so that discounts and upsell offers can be applied at checkout, or to an analytics provider you have connected so that cart performance can be reported back to you.

5.3 Key Considerations Regarding Third-Party Services

Shopify Billing Rules Apply All charges and transactions processed through Shopify Billing are subject to Shopify's App Charges Rules.

Assumption of Risk You assume all risks associated with the use of Third-Party Services, including:

  • Improper disclosure, modification, or deletion of data.
  • Loss or unauthorized use of your account or data caused by their operation.
  • Changes made by your theme or by another installed app that alter, block, or duplicate the cart drawer, the discounts it displays, or the checkout path it uses.

Disputes and Refunds Any disputes, refunds, or issues arising from Third-Party Services must be resolved directly with the respective service providers.

We do not guarantee the performance, availability, or continued operation of any Third-Party Services, and their use is at your discretion and risk. If a Third-Party Service or platform changes or discontinues its interface, we may modify or discontinue the corresponding functionality.

6. We Have the Right to Use Feedback and Reviews

We value your input and encourage you to provide suggestions, proposals, ideas, recommendations, or other feedback regarding the Services. By submitting feedback or posting public reviews (e.g., on the Shopify App Store), you grant us an unrestricted, royalty-free, perpetual right to incorporate your feedback into our Services and use it in our business for any purpose, including promotional and testimonial displays.

6.1 Key Details

Use of Public Reviews Public reviews, such as those on the Shopify App Store, are automatically considered permissible for use. We may display such reviews, including associated store names or URLs, on our website, in promotional materials, or within marketing campaigns.

Opt-Out Mechanism If you do not wish for your reviews or store details to be used, you may opt out by contacting us at support@cartly-pro.com. Once notified, we will cease using your specific review or store details in future promotional efforts.

Explicit Consent for Personal Identifiers We will not use your name or other personal identifiers for promotional purposes unless we have obtained your explicit consent.

By providing feedback or posting reviews, you help us improve our Services and provide valuable insights to other merchants.

7. Our Support Services

We take pride in offering reliable support services to assist you with our Services. Support is provided via email and live chat, with business hours specified within the live chat interface on our website.

Unless otherwise stated for a specific Service, support is offered exclusively in English.

7.1 Key Details

Support Channels Support is available through:

  • Email at support@cartly-pro.com, or the contact form on https://cartly-pro.com.
  • Live chat (available on our website, with business hours displayed within the chat interface).

Business Hours & Availability Business hours for live chat are specified within the chat interface. Email support inquiries will be addressed as promptly as possible.

Response Times While we aim to address all inquiries promptly, resolution times may vary based on the nature and complexity of the issue.

  • For most inquiries, we strive to respond within 15 minutes during business hours.
  • Resolution times typically range between 1–2 business days.

Quality Assurance and Record Retention For quality assurance, training, and investigation purposes, we may record and maintain a history of conversations between you and our support team.

By using our support services, you acknowledge and consent to the recording and retention of communication records. We are committed to ensuring these records are handled responsibly and in compliance with applicable privacy laws.

Storefront Access for Support Diagnosing storefront issues may require us to view your published storefront, and — where you ask us to make or verify a change — to access your Shopify admin or theme. We will only do so to the extent needed to address the issue you have reported, and we recommend you review any theme change before it is published.

If you have questions or require assistance, our support team is here to help you make the most of our Services.

8. How We Protect Your Data

We maintain robust administrative, physical, and technical safeguards to ensure the security, confidentiality, and integrity of the data you provide to us through the Services.

For full details, please refer to our Privacy Policy: https://cartly-pro.com/privacy-policy

8.1 Data Use and Disclosure

Without your explicit consent or instructions, we will not disclose your data to any third party, except as necessary to:

Fulfill Service Obligations This includes sharing data with trusted hosting providers and integrating with selected Third-Party Services (e.g., Shopify) to deliver the functionality you expect.

Comply with Legal Requirements We may disclose data in response to lawful requests or legal processes.

Prevent Harm In emergency situations, disclosure may be necessary to prevent serious and imminent harm.

Corporate Transactions We may process data to facilitate the sale, merger, or acquisition of one or more of our businesses.

8.2 Data Access and Retention

Without your prior consent or instructions, we will not access your data in our systems except as required to:

  • Deliver the Services you have requested.
  • Maintain and improve our systems.
  • Address or prevent technical issues.

Adherence to Platform Guidelines We comply with Shopify's privacy and security standards to protect merchant and customer data, as outlined in their:

Retention Policies Merchant data will be retained only as long as necessary to fulfill the purposes outlined in this Agreement or as required by law.

Upon uninstallation or termination of your subscription, your data may be deleted or anonymized within the timeframes described in our Privacy Policy, unless further retention is required for legal, accounting, or compliance purposes.

We recommend exporting and securely storing any configuration or reporting data you may need before termination.

8.3 Roles Under Data Protection Law

Where the App processes personal information about visitors to and customers of your store, you act as the controller of that information and we act as your processor, processing it on your instructions and for the purposes of delivering the Services. Our respective roles and obligations are described further in our Privacy Policy.

8.4 We May Use Aggregated and Anonymous Data From Our Systems

You acknowledge and agree that we may collect, use, and disclose aggregated and anonymized data derived from our systems for purposes such as:

Performance Optimization — identifying trends to enhance the speed, reliability, and overall functionality of our Services.

Benchmarking and Insights — developing industry insights or benchmarks to benefit the broader ecosystem while maintaining data anonymity.

Product Development — informing future feature enhancements and improvements to better meet user needs.

Promotional Purposes — showcasing system-wide metrics or improvements without revealing individual user data.

Such data will never contain personally identifying details and cannot be traced back to you, your authorized users, your customers, or any other individuals identified in your data.

By ensuring this level of anonymity, we remain committed to protecting your privacy while improving our Services.

9. You Agree to Pay All Fees When Due

You agree to pay the subscription plan and related charges associated with your use of the Services as specified in your Subscription Plan.

Fees may vary depending on the subscription plan selected, and you agree to review and comply with the specific fee structure provided at the time of subscribing.

9.1 Payment Terms

Unless otherwise stated in the Subscription Plan:

Subscription Fees Fees for subscriptions and other flat-fee charges are due in advance of each billing cycle (e.g., monthly or annually).

Usage-Based Charges Any variable charges based on usage metrics are billed as they accrue or shortly after the end of the billing cycle, and are subject to the capped amount approved for your store in Shopify. For Cartly Pro, usage is metered on billable orders — orders recorded by Shopify as paid or authorized — counted over the window applicable to your plan, and the applicable tier is determined by the highest count reached in that window. Counting is performed from your Shopify order data, not from orders attributed to the App, unless your plan expressly states otherwise.

Non-Refundable Fees Fees accrued are typically non-cancellable and non-refundable, except as required by applicable law, as stated in Section 12.2, or as stated in Shopify's App Charges Rules.

9.2 Payment Processing

Shopify Billing All charges will be processed through Shopify Billing or another authorized payment system agreed upon during the subscription process.

Authorization to Charge By subscribing, you authorize us to charge your payment account for all applicable fees as they become due. Where your plan includes usage-based charges, you also authorize a capped amount within Shopify Billing, and you acknowledge that increasing that cap requires your separate approval in Shopify.

Alternative Payment Methods If an alternative payment method is used, such as direct invoicing, payments must be completed within ten (10) days of the billing cycle.

9.3 Consequences of Failed or Late Payments

Suspension of Services Your subscription may be suspended until payment is resolved.

Termination of Access If payment is not completed within ten (10) days after the billing cycle ends, the subscription may be canceled, and access to the Services permanently revoked.

9.4 Promotional Codes and Discounts

Where we issue a promotional code that reduces your subscription price, it applies only to the charge it was applied to, may be limited to one use per store, may carry a fixed duration or a global redemption cap, and may be withdrawn for future use at any time. Unless the code expressly states otherwise, it applies to recurring subscription fees only and not to usage-based charges.

9.5 Taxes and Currency

You are responsible for paying applicable sales, use, value-added, or similar taxes that we may be required to collect in connection with your Subscription Plan.

All payments must be made in U.S. dollars unless otherwise specified.

10. You Will Contact Us First If You Dispute Any Charges

If you dispute any charges associated with your Subscription Plan, you agree to:

  • Notify us within thirty (30) days of the charge's due date.
  • Work with us in good faith to resolve the issue.

For charges processed via Shopify Billing, disputes are also subject to Shopify's App Charges Rules.

Shopify's dispute resolution guidelines will apply, and we encourage you to review their policies for further details.

If a refund is deemed appropriate, we will process it promptly in accordance with Shopify's refund policies or any applicable laws.

For variable charges, our system usage reports serve as the official record for billing purposes. This includes the billable order counts on which tiered and usage charges are calculated.

11. The Duration of This Agreement

This Agreement becomes effective when you accept these terms by accessing, installing, signing up for, or otherwise using our Services.

Your subscription may be on a month-to-month or annual basis, as specified in your Subscription Plan.

11.1 Automatic Renewals

Unless otherwise stated in your Subscription Plan:

  • Subscriptions renew automatically at the end of each billing period (e.g., monthly or annually).
  • Merchants will receive reminders prior to renewal, where applicable, in accordance with the terms of the Subscription Plan.
  • Renewal charges will be processed through the payment method on file, unless the subscription is canceled before the renewal date.

11.2 Subscription Modifications

You may upgrade or downgrade your Subscription Plan at any time through your account settings or the applicable platform, subject to the terms of the selected plan.

If a Free plan is available, you may cancel your current Subscription Plan to be downgraded to the Free plan. Free plans are subject to an order limit, and where your store exceeds that limit, your subscription may move automatically to the next paid tier so that the App keeps operating. We will not move you to a paid tier without a Shopify charge you have approved.

12. Termination

To terminate your subscription, you may uninstall the App from your store, which will immediately cancel the subscription.

Termination of the Agreement will result in the termination of your subscription and access to the Services.

12.1 You May Terminate or Modify Your Subscription at Any Time

Unless otherwise specified in your Subscription Plan, you may terminate or modify your subscription at any time.

Termination You can terminate your subscription by uninstalling the App from your store, which will automatically cancel your subscription.

Modifications You may upgrade, downgrade, or cancel your Subscription Plan (if applicable) through your account settings or the applicable platform.

12.2 Key Points to Note

No Refunds for Pre-Paid Fees Pre-paid fees are non-refundable, including any unused subscription periods.

Refunds & App Credits Refunds may be issued for subscription fees paid within thirty (30) days prior to the refund request. If the App remains installed and actively used, we may issue equivalent Shopify App Credits instead of a monetary refund. App Credits can be applied toward future app charges within your Shopify account (find more information at https://help.shopify.com/en/manual/your-account/manage-billing/billing-charges/types-of-charges/third-party-charges/app-charges). Refunds or credits do not apply to usage-based charges already accrued, to fees from prior billing periods, or to requests made beyond the 30-day window.

Outstanding Charges Any unbilled charges accrued up to the termination date, including accrued usage-based charges, will become immediately due and payable.

Storefront Cleanup Uninstalling the App removes its access to your store, but any manual code, snippet, or theme customization you or a third party added for the cart drawer may remain in your theme. You are responsible for reviewing your theme after uninstalling, and we are happy to help identify what to remove.

Data Responsibility Before terminating, ensure you export and securely store any data you may need, as account data may be deleted and become inaccessible after termination.

Downgrade to Free Plan If a Free plan is available, you may downgrade your subscription to this option. Note that feature access may be limited compared to paid plans, but previously stored data will remain accessible unless explicitly stated otherwise.

13. Our Right to Terminate for Breach or with Notice

We reserve the right to terminate your subscription or this Agreement under the following circumstances:

13.1 For Breach of Agreement

If you violate a provision of this Agreement and fail to remedy the violation within two (2) weeks of receiving written notice, we may terminate your access to the Services. During this period, your access may be suspended until the issue is resolved.

Appeals or Remedies For non-critical breaches, you may contact us within the notice period to provide a resolution plan or seek an extension for compliance.

Immediate Suspension We may suspend storefront features without prior notice where we reasonably believe they are being used to display misleading pricing or savings claims, or where continued operation would expose us, Shopify, or our providers to legal or regulatory liability.

13.2 For Any Reason with Notice

We may terminate your subscription or the entire Agreement at any time, for any reason or no reason, by providing thirty (30) days' prior notice through the App or the contact information you provided.

13.3 For Insolvency or Bankruptcy

Immediate termination may occur if you become subject to:

  • A petition for bankruptcy.
  • Any other proceeding related to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

13.4 Data Responsibility

Ensure you export and securely store any data from our Services before termination. Once terminated, your account and related data may be deleted and will no longer be accessible.

14. Termination of Services and Access Rights

Upon termination of your subscription or this Agreement, the following conditions apply:

14.1 Cessation of Use

You must immediately stop using the terminated Services.

14.2 Final Charges

Any outstanding fees accrued up to the termination date will be charged in full. No refunds for pre-paid fees will be issued unless explicitly stated otherwise in your Subscription Plan, in Section 12.2, or as required by applicable law.

14.3 Data Responsibility and Export

You are responsible for exporting and securely storing any data you may need before termination. Data export options, where available, will be provided through the Services. Merchants are encouraged to complete this process prior to termination.

Once terminated, your account and any associated data may be permanently deleted and will no longer be accessible.

14.4 Prohibited Use Post-Termination

You are prohibited from using any part of the Services, including templates, graphics, content, documentation, and other materials. Post-termination use of any Service components is strictly prohibited.

14.5 Surviving Provisions

Provisions of this Agreement that, by their nature, are intended to survive termination will remain in effect, including but not limited to indemnity, liability limitations, and intellectual property rights.

15. Indemnification for Intellectual Property Infringement Claims

We are committed to defending, indemnifying, and holding you harmless from any claims, lawsuits, or actions brought by third parties against you, alleging that our Services infringe their patent, copyright, trademark, or trade secret rights.

15.1 Exceptions to Indemnification

This indemnification does not apply to claims arising from:

  • Your Provided Data or Materials — any content, data, or materials supplied by you.
  • Service Modifications — any modifications you make to the Services.
  • Unauthorized Use — your unauthorized use of the Services.
  • Combinations with Other Products — the combination of our Services with other goods or services not provided by us.

15.2 Steps We May Take

If we determine that any part of the Services may infringe a third party's intellectual property rights, we may, at our sole discretion:

Secure Usage Rights — obtain the necessary rights for you to continue using the Services.

Modify or Replace — modify or replace the infringing portion to eliminate the alleged infringement while maintaining functionality.

Refund and Terminate — if neither of the above options is commercially reasonable, refund any unused, prepaid fees associated with the affected Services and terminate this Agreement.

15.3 Merchant Notification Process

If you receive any claim, lawsuit, or legal notice alleging infringement related to the Services, you must:

Notify Us Promptly — contact us in writing within ten (10) business days of receiving the notice, providing all relevant details.

Provide Cooperation — cooperate fully with us in investigating and addressing the claim, including providing access to relevant documentation and communications.

15.4 Exclusive Remedies

This section outlines our sole obligations and your exclusive remedies regarding third-party intellectual property claims.

16. Your Responsibility to Defend and Indemnify Us and Our Suppliers

You agree to defend, indemnify, and hold us and our suppliers harmless from any claims, lawsuits, or actions brought by third parties against us or our suppliers arising from:

16.1 Misuse of Services

Your misuse of the Services, as outlined in Section 3 ("Prohibited Use of the Services").

Example: using the Services to transmit malware or violate intellectual property rights, resulting in harm to third parties or legal claims.

16.2 Breach of Obligations

Any breach of your obligations to a third party, provided such breach was not directly caused by our failure to meet our obligations to you under this Agreement.

Example: displaying installment or buy-now-pay-later messaging in your cart without the provider's authorization, or displaying discount and savings claims that do not comply with consumer protection or advertising law, leading to third-party complaints or penalties.

16.3 Scope of Indemnification

This indemnification includes, but is not limited to:

  • Costs: all reasonable legal costs associated with defending against such claims.
  • Damages: settlements or judgments required to resolve the claims.
  • Legal Fees: attorney fees and court expenses incurred during the legal process.

17. Limited Warranty, Exclusive Remedies, and Warranty Disclaimers

We warrant that the Services will operate in substantial conformance with the specifications and documentation we provide when used under normal conditions.

17.1 Your Exclusive Remedies

If we breach this warranty, your sole and exclusive remedies are as follows:

Notify Us — provide written notice detailing the specific non-conformance in the Services.

Resolution Process — upon receiving your notice, we will, at our sole discretion:

  • Use commercially reasonable efforts to modify or update the Services to correct the non-conformance.
  • Provide a commercially reasonable workaround within thirty (30) days.
  • If we are unable to resolve the issue, refund any prepaid fees applicable to the period after your report of the non-conformity.

17.2 Warranty Disclaimers

EXCEPT FOR THIS LIMITED WARRANTY, WE DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE CART DRAWER, UPSELL OFFERS, OR INSTALLMENT MESSAGING WILL DISPLAY IDENTICALLY ACROSS EVERY THEME, BROWSER, DEVICE, OR CURRENCY, THAT THEY WILL INCREASE YOUR CONVERSION RATE, AVERAGE ORDER VALUE, OR REVENUE, OR THAT THEY WILL REMAIN COMPATIBLE WITH EVERY THEME OR THIRD-PARTY APP YOU INSTALL. FINAL PRICING, DISCOUNTS, AND PAYMENT OPTIONS ARE DETERMINED BY SHOPIFY AT CHECKOUT.

Third-Party Services We are not responsible for the performance, reliability, or any damages arising from the use of third-party services integrated with or used alongside the Services, including but not limited to Shopify's platform or partner integrations.

Non-Waivable Rights This disclaimer does not limit any non-waivable rights you may have under applicable law.

18. Mutual Limitation of Liability

18.1 General Limitation of Liability

NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SALES, OR LOST REVENUE, EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN COMMUNICATED.

18.2 Exceptions

The above limitation does not apply to:

Payment Obligations — your obligation to pay all fees as outlined in your Subscription Plan.

Indemnification Obligations — each party's obligation to indemnify the other, as described elsewhere in this Agreement.

Gross Negligence or Willful Misconduct — claims arising from actions such as:

  • Intentional breach of obligations resulting in harm to the other party.
  • Grossly negligent handling of sensitive customer data leading to significant security breaches or financial loss.

18.3 Cumulative Liability Cap

EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO US IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.

18.4 Application

These limitations and exclusions apply to the fullest extent permitted by applicable law.

19. Modifications to This Agreement

19.1 Right to Modify

We reserve the right to modify or replace any part of this Agreement at our discretion by:

Posting Notice — publishing a revised version on our website with an updated revision date.

Direct Notification — providing notice of the revised Agreement, along with the effective revision date, through the App or via email.

19.2 Notification Time Frame

We will notify you of significant changes at least thirty (30) days prior to the effective date, unless the changes are required by law or relate to urgent technical adjustments.

19.3 Applicability of Modifications

New Subscriptions — modifications apply to all new subscriptions or orders placed after the revision date.

Existing Subscriptions — for active subscriptions, changes will take effect at the start of the next renewal period. For month-to-month plans, this will be the start of the next billing cycle following the revision or notice date.

19.4 Termination Option

If you do not agree to the modified terms, you may terminate this Agreement by notifying us within thirty (30) days of the revision or notice date. In such cases, the modifications will not apply, and the Agreement will terminate upon your notice.

20. Independent Contractors

The relationship between you and us under this Agreement is that of independent contractors. This Agreement does not create any:

  • Agency, partnership, or joint venture relationship between you and us.
  • Employment relationship between either party.

Neither party has the authority to bind the other or incur obligations on its behalf unless expressly agreed to in writing.

21. Governing Law and Arbitration of Disputes

Read Carefully: THIS SECTION REQUIRES BINDING ARBITRATION FOR MOST DISPUTES AND LIMITS LEGAL REMEDIES.

21.1 Governing Law

This Agreement is governed by and shall be interpreted in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws provisions.

21.2 Initial Dispute Resolution

Before initiating any formal legal action, you agree to:

  • Contact us and attempt an informal resolution in good faith.
  • Allow us a reasonable period, not less than thirty (30) days, to address the dispute.

We will make reasonable efforts to address disputes amicably.

If the issue pertains to billing or payment processed via Shopify Billing, you may also seek resolution through Shopify's App Charges Dispute Process.

21.3 Binding Arbitration

Any controversy or claim arising out of or relating to this Agreement that is not resolved informally will be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be Wilmington, Delaware, and proceedings may be conducted remotely where the arbitrator permits.

  • Arbitration must be pursued individually and not as part of any class, collective, or representative action.
  • Both parties waive any right to a trial by jury.
  • The arbitration award shall be final and binding on both parties.
  • A judgment upon the award may be entered in any court of competent jurisdiction.

21.4 Exceptions to Arbitration

This section does not prevent either party from:

  • Seeking preliminary injunctions or other equitable relief in a court of competent jurisdiction, including to protect intellectual property or confidential information.
  • Bringing an individual claim in small claims court, where the claim qualifies.
  • Using alternative dispute resolution methods for billing-related claims through Shopify's guidelines.

22. Assignment of This Agreement

Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, which shall not be unreasonably withheld or delayed.

However, either party may assign this Agreement without the other's consent upon notice in the event of a merger, an acquisition, the sale of substantially all assets of the assigning party, or any similar transaction.

This Agreement shall be binding upon and inure to the benefit of the parties, their successors, and permitted assigns.

23. Entire Agreement

This Agreement, including any referenced product schedule, exhibits, subscription plans, and our Privacy Policy, constitutes the entire agreement between you and us regarding its subject matter.

It supersedes all prior or contemporaneous agreements, communications, or understandings, whether written or oral, including any previous terms of service applicable to Cartly Pro.

23.1 Platform-Specific Agreements

This Agreement does not override or conflict with Shopify's platform-specific terms, including their:

If discrepancies arise, Shopify's terms will govern for platform-related matters.

23.2 Conflicting Terms

Unless explicitly overridden by a signed, written contract between you and us, any conflicting terms in external documents, such as purchase orders or requests for proposals, are expressly rejected and shall not apply.

24. Notices

Legal notices to us under this Agreement should be sent to info@capitaliply.com and, where a physical address is required, to:

CAPITALIPLY LLC 2810 N Church St PMB 873907 Wilmington, Delaware 19802 United States

Notices to you may be delivered through the App, to the contact email associated with your store, or to the email address you provided during installation.

25. California Residents

The provider of the Services is CAPITALIPLY LLC.

If you are a California resident, you may submit complaints to the Complaint Assistance Unit of the Division of Consumer Services within the California Department of Consumer Affairs.

Contact Information

  • Mail: 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834
  • Phone: (800) 952-5210 or (916) 445-1254

Effective Date

These Terms of Service are effective as of the Last Updated date shown above and supersede any previous versions applicable to Cartly Pro.

Cartly Pro – Product Schedule

The following additional terms and conditions apply under this Agreement to your use of Cartly Pro.

Available on the Shopify App Store: https://apps.shopify.com/one-click-checkout

1. Our Relationship With You as a Member of Cartly Pro

Cartly Pro enables you, as a registered user ("Member"), to enhance the cart experience, increase conversions, and boost average order value with an optimized cart drawer and upsell features.

With Cartly Pro, you can:

  • Enable a slide-in cart drawer that improves the checkout flow and reduces friction.
  • Boost conversions with cart upsells and cross-sells, using manual or automatically generated product recommendations.
  • Display installment messaging for buy-now-pay-later providers such as Affirm, Klarna, and Afterpay to signal flexible payment options.
  • Display an "I agree to terms" checkbox to meet payment processor requirements.
  • Use a sticky "Add to Cart" button to guide customers toward checkout.
  • Turn the "Buy Now" button into "Skip to Checkout", allowing shoppers to bypass the cart.
  • Show real-time cart discounts, keeping shoppers engaged and encouraging higher-value purchases.
  • Customize the drawer's design, including custom CSS.

We provide tools, services, and, where applicable, hosting to support your business needs.

While we may offer templates, guidance, or recommendations, we do not provide legal, tax, or compliance advice.

2. Your Responsibilities

As a user of Cartly Pro, you are solely responsible for:

Legal Compliance – ensuring compliance with data protection, tax reporting, advertising, and consumer protection laws.

Accurate Use – accurately describing your activities and adhering to all policies related to Cartly Pro.

Your Storefront – the configuration you publish, the products and prices you offer, and the appearance and behavior of the cart drawer on your live store. We recommend testing on a development or unpublished theme before publishing changes.

Campaign and Event Management – managing promotions, events, or campaigns, including their design, advertising, and administration.

3. Pricing, Discounts, and What Shoppers See

The cart drawer displays prices, discounts, savings, and installment estimates based on your configuration and on data returned by Shopify.

Checkout Governs – the final price a shopper pays is determined by Shopify at checkout. Amounts shown in the cart drawer are a presentation of your configured offers and may differ from checkout where your settings, Shopify's discount rules, currency conversion, taxes, or shipping produce a different result.

Your Configuration, Your Claims – you are responsible for the accuracy of the discounts, savings claims, and promotional messages you configure, and for honoring them. Savings and reference-price claims ("was/now", "save 20%") must comply with the pricing and advertising laws of the markets you sell into.

Discount Interaction – you are responsible for how your Cartly Pro offers interact with Shopify discount codes, automatic discounts, and other apps that modify pricing, including whether they may be combined.

Currency – where your store sells in multiple currencies, amounts are presented in the shopper's presentment currency as reported by Shopify. Rounding and conversion are determined by Shopify's markets and currency settings, not by us.

4. Installment and Buy-Now-Pay-Later Messaging

Where you enable installment messaging or display a provider's name or logo in the cart drawer:

No Affiliation – we are not affiliated with, endorsed by, or acting as an agent of any buy-now-pay-later or payment provider. Provider names and logos are the trademarks of their respective owners and are displayed solely because you selected them.

Your Authorization to Display – you must have an active relationship with the provider whose branding you display, and you must comply with that provider's marketing, disclosure, and trademark requirements.

Estimates Only – installment amounts shown in the drawer are illustrative estimates calculated from the cart value. Eligibility, approval, actual installment terms, fees, and interest are determined solely by the provider at checkout.

Consumer Credit Rules – you are responsible for compliance with the consumer credit and financial promotion rules applicable in the markets where the messaging appears.

5. Terms and Conditions Checkbox

The App can display a checkbox requiring shoppers to agree to your terms before checkout.

Your Text, Your Legal Effect – you supply and are responsible for the wording, the linked documents, and the legal sufficiency of the consent obtained.

No Assurance of Compliance – we make no representation that the checkbox satisfies the requirements of any payment processor, card scheme, regulator, or applicable law. If your processor requires a specific mechanism, you are responsible for confirming that this feature meets it.

6. Automatically Generated Recommendations and Custom Code

Recommendations – where the App generates product recommendations automatically, the output is produced by algorithmic or AI-assisted means and may be inaccurate, unsuitable, or commercially inappropriate for a given shopper. You are responsible for reviewing what is displayed on your storefront, and you may configure manual recommendations instead.

AI-Assisted CSS and Custom Code – where you use AI-assisted styling or add your own custom CSS or code, you are responsible for reviewing and testing the result. We do not warrant that generated or custom code is error-free, accessible, or compatible with your theme, and it is excluded from the limited warranty in Section 17.

7. Metering and Billable Orders

Fees under some Cartly Pro plans depend on your store's order volume rather than on the App's usage.

What Counts – a billable order is an order recorded by Shopify with a paid or authorized financial status. Counting is performed against your Shopify order data over the window applicable to your plan, and the tier applied is the highest count reached in that window.

Windows Differ by Plan – some plans count a rolling recent period and some count cumulatively since installation, as described in the pricing information for your plan. Where a rolling window is used, it may include orders placed before you installed the App.

Cap Approval – usage charges are only made within the capped amount you approved in Shopify. If a higher cap is needed to continue billing your tier, we will ask you to approve it in Shopify, and we will not exceed it without that approval.

Our Records Govern – our usage reports and counters are the official record for billing, subject to Section 10.

8. Prohibited Activities

You may not use Cartly Pro for:

Fraudulent or Illegal Activities – engaging in unlawful behavior.

Targeting Minors – running campaigns targeting individuals below the legal age of majority.

Prohibited Goods or Services – promoting activities related to gambling, cryptocurrencies, or raffles.

Misleading Pricing – displaying discounts, savings, reference prices, urgency claims, or payment options that are inaccurate or that you will not honor.

Unauthorized Branding – displaying a payment or installment provider's trademarks without that provider's authorization.

Regulatory Violations – any activity violating applicable laws.

Consequences: violations may result in immediate account suspension or termination.

9. Your Responsibility for Legal Compliance

We provide tools and templates to assist with your use of Cartly Pro, but we do not guarantee legal compliance. You are fully responsible for ensuring your use of Cartly Pro complies with relevant laws.

10. Additional Guidance

For more information or assistance, visit our website, help center, or contact us:

11. Relationship With Shopify

Cartly Pro is developed and operated under the Shopify Partner Program. Your use of Cartly Pro is subject to Shopify's Partner Program Agreement, including but not limited to:

  • Shopify's Acceptable Use Policies
  • App Store Listing Requirements
  • Shopify API License and Terms of Use

For full details, refer to Shopify's Partner Program Agreement: https://www.shopify.com/partners/terms

CAPITALIPLY LLC 2810 N Church St PMB 873907, Wilmington, Delaware 19802, United States info@capitaliply.com · support@cartly-pro.com · https://cartly-pro.com

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