Terms of Service

1. Definitions

1.1 "Services" means the software applications and related software-as-a-service products made available by Omegatheme via the Shopify platform (including any Omegatheme application you install or use), together with any associated documentation, dashboards, and Professional Services.

1.2 "Shopify" means Shopify Inc. and its e-commerce platform on which the Omegatheme app is installed and operates.

1.3 "Usage Limit" means any usage threshold applicable under your subscription plan (such as the number of orders, sessions, page views, or other metered units), depending on the Omegatheme application used.

1.4 "Legacy Plan" or "One-time Plan" means a discontinued pricing model under which Clients paid a single fee for lifetime access to specific features available at the time of purchase.

1.5 "Professional Services" means custom configuration, implementation, setup, or consulting services provided by Omegatheme beyond the standard Services, whether quoted separately or included in a plan.

1.6 "Material Changes" means modifications to these Terms that substantially alter your rights, obligations, pricing, data handling practices, or core Service functionality.

1.7 "DPA" means the Data Processing Addendum between the parties, which is incorporated into these Terms by reference.

1.8 "Personal Data" has the meaning given in the DPA and applicable data protection law.

1.9 "Customer Data" means all data, content, and information (including Personal Data) that is submitted to, collected by, or processed through the Services by or on behalf of the Customer.

2. Eligibility and Account

2.1 You must have a valid Shopify account and an active Shopify store to use the Services.

2.2 You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

2.3 You must provide accurate and complete information and keep it up to date. You are responsible for ensuring your contact email address is valid for the purpose of receiving Service-related and legal notices.

3. The Services and License

3.1 License Grant. Subject to your compliance with these Terms and payment of applicable fees, Omegatheme grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes during the Term.

3.2 Configuration. You are responsible for configuring the Services (including integrations and consent mode settings) appropriately for your compliance needs, as further described in the DPA.

3.3 Service Changes. Omegatheme may modify, enhance, or discontinue features of the Services from time to time, provided that it will not materially reduce the core functionality of a paid plan during a paid billing period without notice.

3.4 Availability. The Services are provided on a commercially reasonable efforts basis. Omegatheme does not warrant that the Services will be uninterrupted or error-free, and real-time data collection depends on factors including third-party platforms and browser technologies.

4. Plans and Usage Limits

4.1 The Services are offered under various subscription plans, each subject to a Usage Limit and feature set described at the point of purchase.

4.2 If your usage exceeds your plan's Usage Limit, Omegatheme may require you to upgrade, may apply overage handling, or may limit the relevant functionality for usage exceeding the limit.

4.3 Legacy Plans and One-time Plans remain subject to the features available at the time of purchase and may not include features introduced later. Omegatheme may, on reasonable notice, migrate or discontinue Legacy Plans.

5. Fees, Billing and Refunds

5.1 Billing through Shopify. All fees for the Services are billed and collected through Shopify's billing system in accordance with Shopify's terms. Omegatheme does not process, store, or access your payment card details.

5.2 Fees. You agree to pay all fees for the plan you select. Fees are stated exclusive of taxes unless otherwise indicated; you are responsible for applicable taxes other than taxes based on Omegatheme's net income.

5.3 Renewals. Subscription plans automatically renew for successive billing periods through Shopify unless cancelled in accordance with Section 11.

5.4 Price Changes. Omegatheme may change its fees on notice in accordance with Section 14.10 (Modifications). Price changes take effect at the start of the next billing period.

5.5 Refunds. Except as required by applicable law or expressly stated otherwise, fees are non-refundable, including for partial billing periods and for periods of non-use.

6. Professional Services

6.1 Omegatheme may provide Professional Services (such as custom configuration, setup, or implementation) as separately agreed or as included in a plan.

6.2 Unless otherwise agreed in writing, Professional Services are provided on a time-and-materials basis at Omegatheme's then-current rates, and any deliverables are provided as part of, and subject to, these Terms.

7. Customer Responsibilities and Acceptable Use

7.1 Compliance. You are solely responsible for ensuring that your use of the Services, your instructions, and your collection and processing of Customer Data comply with all applicable laws, including data protection laws and your obligations as a controller under the DPA.

7.2 Consent. You are responsible for providing all notices and obtaining all consents required from your End Users before collecting their data through the Services.

7.3 Acceptable Use. You shall not, and shall not permit any third party to: (a) use the Services in violation of applicable law or Shopify policies; (b) reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent permitted by law; (c) resell, sublicense, or provide the Services to third parties except your authorized users; (d) interfere with or disrupt the integrity or performance of the Services; or (e) introduce malicious code or attempt to gain unauthorized access to the Services or related systems.

7.4 Security. You are responsible for securing your account credentials and your own use of the Services.

8. Intellectual Property

8.1 Omegatheme IP. Omegatheme and its licensors own all right, title, and interest in and to the Services, including all related software, technology, and documentation, and all intellectual property rights therein. No rights are granted to you other than as expressly set out in these Terms.

8.2 Customer Data. As between the parties, you retain all right, title, and interest in and to your Customer Data. You grant Omegatheme a non-exclusive, worldwide license to host, process, and use Customer Data solely to provide and support the Services and as permitted by the DPA.

8.3 Aggregated/Anonymized Data. Omegatheme may create and use anonymized and aggregated data that does not identify you or any natural person, as further described in the DPA.

8.4 Feedback. If you provide feedback or suggestions, Omegatheme may use them without restriction or obligation to you.

9. Data Protection and Privacy

9.1 The processing of Personal Data through the Services is governed by the DPA, which is incorporated into and forms part of these Terms.

9.2 Omegatheme's collection and use of information is also described in its Privacy Policy. The Privacy Policy is not part of these Terms but is provided for transparency.

9.3 To the extent the Services are subject to Shopify's requirements, the parties will comply with applicable Shopify policies, including Shopify's mandatory privacy/compliance webhooks as described in the DPA.

10. Third-Party Services

10.1 The Services may interoperate with third-party platforms and services (such as Shopify, Google, Meta, and TikTok) selected and configured by you. Omegatheme is not responsible for third-party services, their availability, or their data practices, and your use of them is subject to their own terms.

11. Term and Termination

11.1 Term. These Terms commence on the date you first install or use the Services and continue for as long as you use the Services or maintain an active subscription (the "Term").

11.2 Suspension. Omegatheme may suspend your access to the Services, in whole or in part, if (a) you breach these Terms, (b) your use poses a security risk or may harm Omegatheme or others, or (c) required by law. Omegatheme will use reasonable efforts to notify you where practicable.

11.3 Termination.

11.3.1 Termination for cause. Either party may terminate these Terms immediately, without prior notice, upon a material breach of these Terms by the other party, a security risk, or where required by law or Shopify policy. Uninstalling the app or your failure to pay applicable fees may result in immediate termination or suspension.

11.3.2 Termination without cause. Either party may terminate these Terms for convenience by providing thirty (30) days' written notice to the other party. You may also terminate at any time by cancelling your subscription and uninstalling the app, effective at the end of the then-current billing period.

11.4 Effect of Termination.

11.4.1 Cessation of access. Upon termination or expiry, your right to access and use the Services ceases, and any outstanding fees become due. Sections that by their nature should survive termination will survive, including Sections 5 (accrued fees), 8, 12, 13, and 14.

11.4.2 Data retention and deletion. Following termination or expiry, Omegatheme will delete or return Customer Data (including Personal Data) in accordance with Section 10 of the DPA. Omegatheme retains Personal Data only for as long as necessary to fulfill the purposes for which it was collected and processed, subject to legal obligations, dispute resolution, enforcement of agreements, security requirements, or legitimate business interests (including backups, audit logs, and fraud prevention). Where retention is required by law or data remains in backup systems, such data will be isolated, protected from further active processing, and deleted in accordance with Omegatheme's retention and deletion procedures.

12. Disclaimers

12.1 EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

12.2 Omegatheme does not warrant that the Services will be uninterrupted, secure, or error-free, or that all data will be tracked, captured, or transmitted without loss, given dependencies on third-party platforms and browser technologies.

13. Limitation of Liability

13.1 Exclusion of Indirect Damages. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or anticipated savings, arising out of or in connection with these Terms, even if advised of the possibility of such damages.

13.2 Aggregate Cap. To the maximum extent permitted by law, each party's and its affiliates' total aggregate liability arising out of or in connection with these Terms and the DPA, whether in contract, tort (including negligence), or any other theory of liability, will not exceed the total fees paid or payable by you to Omegatheme for the Services in the twelve (12) months immediately preceding the event giving rise to the liability.

13.3 Exclusions. The limitations in this Section 13 do not apply to liability that cannot be limited or excluded under applicable law. Nothing in these Terms limits either party's statutory liability under applicable data protection law to the extent such liability cannot be limited by agreement.

14. General Provisions

14.1 Entire Agreement. These Terms, together with the DPA and any order or plan you select, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements and understandings on the subject matter.

14.2 Assignment. You may not assign or transfer these Terms without Omegatheme's prior written consent. Omegatheme may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

14.3 Notices. Omegatheme may provide notices to you by email to the address associated with your account or through the Services. You may contact Omegatheme at [email protected]. You are responsible for keeping your contact email valid.

14.4 Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control.

14.5 Severability. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary.

14.6 Waiver. A party's failure to enforce any provision is not a waiver of its right to do so later.

14.7 Relationship. The parties are independent contractors. These Terms do not create any partnership, agency, or joint venture.

14.8 No Third-Party Beneficiaries. Except as expressly stated, these Terms do not confer any rights on any third party.

14.9 Export and Sanctions. You represent that you are not subject to applicable trade sanctions and will comply with applicable export control and sanctions laws in using the Services.

14.10 Modifications. Omegatheme may amend these Terms from time to time. Omegatheme will provide at least thirty (30) days' advance notice of Material Changes by email or through a prominent notice within the Services. Non-material changes (such as clarifications, typo corrections, or formatting updates) may be made without advance notice. Your continued use of the Services after the notice period constitutes acceptance of the modified Terms. If you do not agree to the changes, you must discontinue use of the Services before the effective date of the changes.

14.11 Governing Law. These Terms are governed by the laws of Vietnam, without regard to its conflict of law principles.

14.12 Dispute Resolution and Jurisdiction. Any dispute arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the competent courts of Vietnam.

14.13 Order of Precedence. In the event of any conflict or inconsistency between the documents that make up the agreement between the parties, the following order of precedence applies: (a) for matters relating to data protection and privacy, the order of precedence set out in the DPA; and (b) for all other matters: (i) the applicable order or plan terms you selected; (ii) these Terms; and (iii) the DPA. To the extent of any conflict not addressed above, these Terms govern.

15. Contact

By installing the Omegatheme app or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.