Terms of Service

2. Eligibility and Account

To use the Service, you must:

• Operate an active Shopify store and have a valid Shopify account in good standing;
• Be at least 18 years old and legally capable of entering into a binding contract;
• Have the authority to bind the entity that owns the Shopify store, if you are using the Service on its behalf;
• Comply with all applicable laws and with the Shopify Terms of Service and the Shopify Acceptable Use Policy.

You are responsible for keeping your Shopify credentials secure and for all activity that occurs in your store through the Service.

3. The Service

Wholesale Harmony provides B2B tools for Shopify stores, including customer types and tagging, custom registration forms, approval workflows, tiered and volume pricing, automated wholesale discounts via Shopify Functions, purchase restrictions, and related analytics. Specific features available to you depend on your plan.

We may add, change, or remove features, modify pricing, or discontinue any part of the Service at any time. We will use reasonable efforts to give advance notice of material changes that adversely affect your existing functionality.

4. Plans, Free Trial, and Billing

• Plans. The Service is offered on subscription plans (currently Pro at $45/month and Ultimate at $75/month, subject to change). The features included in each plan are described on our website at the time of purchase.
• Free Trial. If a free trial is offered, it begins when you start the trial through the Shopify App Store and ends after the stated trial period. Unless you uninstall the Service or downgrade before the trial ends, you authorize Shopify to charge the applicable subscription fee on a recurring basis.
• Billing through Shopify. All fees are billed by Shopify under the Shopify Billing API and are subject to Shopify's billing terms. We do not directly process your payment information.
• Taxes. Fees are exclusive of any taxes, levies, or duties, which are your responsibility unless we are legally required to collect them.
• No refunds. Except where required by law, all fees are non-refundable, including for partial billing periods, unused features, or downgrades. If you uninstall mid-cycle, your access ends at the end of the current billing period.
• Price changes. We may change subscription pricing on at least 30 days' notice. Your continued use of the Service after the change takes effect constitutes acceptance of the new price.

5. License Grant

Subject to your compliance with these Terms and timely payment of all fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for the operation of your own Shopify store(s) during the term of your subscription. All rights not expressly granted are reserved.

6. Acceptable Use

You agree not to, and not to permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Service, except to the extent this restriction is prohibited by law;
• Resell, sublicense, white-label, or otherwise commercially exploit the Service except as expressly permitted in these Terms;
• Use the Service to send spam, conduct illegal activity, infringe intellectual property rights, or process data in violation of applicable privacy or consumer-protection laws;
• Probe, scan, or test the vulnerability of the Service or any related infrastructure, or attempt to bypass authentication, rate limits, or billing controls;
• Use the Service to operate a store that sells goods or services prohibited by Shopify's Acceptable Use Policy;
• Interfere with or disrupt the integrity or performance of the Service or the data it contains, or attempt unauthorized access to any portion of it;
• Submit content that is unlawful, harmful, harassing, or infringes any third-party right.

We may suspend or terminate your access immediately, with or without notice, if we reasonably believe you have violated this section.

7. Your Data and Your Customers

You retain all rights to the data you and your customers submit through the Service, including registration form submissions, uploaded documents, customer tags, and pricing configurations (collectively, “Customer Data”). You grant us a limited license to host, process, transmit, and display Customer Data solely as necessary to provide and improve the Service.

You are solely responsible for:

• Obtaining all consents and providing all notices required to collect, share, and process Customer Data through the Service (including under GDPR, CCPA/CPRA, and other applicable laws);
• Verifying the accuracy of registration submissions, tax IDs, resale certificates, and any other documents collected through custom forms;
• Determining whether to approve or deny wholesale applicants and what pricing to apply to them;
• The lawful operation of your store, including compliance with tax, export, sanctions, and consumer-protection rules.

For data-protection purposes, you act as the “controller” (or “business”) and we act as the “processor” (or “service provider”) of Customer Data, as those terms are defined in applicable law.

8. Intellectual Property

The Service, including all software, designs, text, graphics, logos, and the “Wholesale Harmony” name and marks, is owned by us or our licensors and is protected by intellectual property laws. Nothing in these Terms transfers ownership of any of the foregoing to you.

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate that feedback into the Service without restriction or compensation.

9. Third-Party Services

The Service depends on third-party platforms and APIs, including Shopify, Shopify Functions, and may include integrations such as the Google Places API and email-delivery providers. Your use of those services is governed by their own terms and privacy policies. We are not responsible for the availability, performance, or content of any third-party service, and third-party outages or changes that affect the Service are outside our control.

10. Disclaimer of Warranties

The Service is provided “AS IS” and “AS AVAILABLE” without warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, we disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, error-free, secure, or that defects will be corrected. We do not warrant that the Service will meet your specific requirements, that any pricing rule, discount, or restriction will function correctly in every edge case, or that data will not be lost. You are responsible for evaluating whether the Service is suitable for your business and for maintaining your own backups.

11. Limitation of Liability

To the maximum extent permitted by law, in no event will we, our affiliates, officers, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, sales, goodwill, business opportunities, customers, or data, arising out of or relating to these Terms or the Service, whether based on contract, tort (including negligence), strict liability, or any other theory, even if we have been advised of the possibility of such damages.

Our total aggregate liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the fees you actually paid to us (or to Shopify on our behalf) for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100).

You agree that no claim arising out of or relating to the Service may be brought more than one (1) year after the cause of action accrued. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages, so some of the above may not apply to you; in those cases, our liability is limited to the maximum extent permitted by law.

12. Indemnification

You will defend, indemnify, and hold harmless Wholesale Harmony and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your store, products, customers, or Customer Data; (c) your breach of these Terms or violation of any law; (d) any claim that your products, registration forms, pricing rules, or operation of your store infringe a third party's rights; and (e) any tax, refund, chargeback, or wholesale-relationship dispute between you and your customers. We will give you prompt notice of any claim and may, at our option, participate in the defense at our own expense.

13. Term and Termination

• By you. You may cancel your subscription at any time by uninstalling the Service from your Shopify store. Cancellation takes effect at the end of the current billing period.
• By us. We may suspend or terminate your access at any time, with or without notice, if you breach these Terms, fail to pay fees, use the Service unlawfully, or if continued provision is no longer commercially viable.
• Effect of termination. On termination, your right to use the Service ends and we may delete your data after the retention period stated in our Privacy Policy. Sections that by their nature should survive termination — including ownership, disclaimers, limitation of liability, indemnification, and dispute resolution — will survive.

14. Changes to These Terms

We may update these Terms from time to time. If a change is material, we will give you reasonable notice through the Service, the Shopify App Store listing, or by email before it takes effect. Your continued use of the Service after the effective date of any update constitutes your acceptance of the updated Terms. If you do not accept the updated Terms, your only remedy is to uninstall the Service.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Binding arbitration; class-action waiver. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will take place in Wilmington, Delaware, in English, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. You and we each waive the right to participate in a class action, collective action, or representative proceeding.

Notwithstanding the above, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

16. General

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and us regarding the Service and supersede any prior agreements.
• Severability. If any provision is held unenforceable, the remaining provisions will remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.
• Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet outages, or third-party service failures (including Shopify outages).
• No third-party beneficiaries. These Terms do not create any third-party beneficiary rights.
• Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.

17. Contact Us

If you have questions about these Terms, please contact us at: support@wholesaleharmony.com