These Terms of Service ("Terms") form a binding agreement between UPCODE SRL ("we", "us", "our"), a company incorporated in Romania, and the Merchant ("you") who installs or uses the App via the Shopify App Store. If you are accepting these Terms on behalf of a company or organization, you represent that you have authority to bind that entity.

Use of the App is also subject to our Privacy Policy, which is incorporated into these Terms by reference.

The App (Lumi) is a Shopify application that helps merchants improve the discoverability of their products on search engines (including Google, Bing) and AI-powered search tools. The App:

• Indexes your store's product catalogue using the Shopify Admin API and stores a copy in our database.
• Generates a dynamic sitemap (accessible via an app proxy URL) listing all indexed product pages.
• Generates an llms.txt feed (accessible via an app proxy URL) so AI tools like ChatGPT and Perplexity can discover and understand your products.
• Provides an admin dashboard to manage indexing, view indexed products, and configure feed settings.

The App does not modify product listings, pricing, inventory, or any theme files.

• You must have an active Shopify store to use the App.
• You must be at least 18 years old and have the legal authority to enter into this agreement.
• You are responsible for maintaining the security of your Shopify account and any access credentials.
• You are responsible for all activity that occurs under your account.

We reserve the right to introduce paid plans in the future. If we do, we will provide at least 15 days' advance notice through the App or by email before any charges apply. You will never be charged without prior notice and an opportunity to cancel.

• Data on uninstall: If you uninstall the App, all associated data (indexed products, settings, queue records) is permanently deleted.

You may not use the App to:

• Violate any applicable law or regulation, including SEO spam or deceptive search engine practices.
• Attempt to reverse-engineer, scrape, or extract data from our infrastructure beyond what is provided through the App's normal operation.
• Circumvent any access controls, rate limits, or security mechanisms.
• Use the App in connection with any business or content that is unlawful, harmful, or violates Shopify's Acceptable Use Policy.

We reserve the right to suspend or terminate your access immediately if we reasonably determine that you are in violation of this section or any other provision of these Terms.

• Your data: You retain ownership of your store data and product information. We do not claim any rights to your data beyond what is necessary to provide the service.
• License to us: You grant us a limited, non-exclusive license to read your product data via the Shopify Admin API solely to index it and generate discovery feeds. We do not use your data for advertising or any purpose beyond service delivery.
• Our technology: We retain all rights to the App, its software, and associated technology. Nothing in these Terms transfers any intellectual property rights in the App to you.
• Feedback: If you provide suggestions or feedback about the App, we may use it to improve the service without compensation or attribution to you.

• We strive for high availability but do not guarantee that the App will be uninterrupted or error-free.
• We may perform scheduled or emergency maintenance that temporarily affects availability. Where practicable, we will provide advance notice.
• We reserve the right to modify or discontinue features of the App with reasonable notice. Material reductions in service will be communicated at least 30 days in advance.
• We are not liable for interruptions caused by third-party services (including Shopify or infrastructure providers).

Disclaimer: The App is provided "as is" and "as available" without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not guarantee any specific improvement in search engine rankings or visibility as a result of using the App.

Limitation of liability: To the maximum extent permitted by applicable law, UPCODE SRL shall not be liable for:

• Indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, data, goodwill, or business opportunities.
• Any SEO penalties or changes in search ranking resulting from the use of the App.
• Any amount exceeding the total fees paid by you to us in the three months preceding the event giving rise to the claim.

You agree to indemnify and hold harmless UPCODE SRL and its officers, directors, employees, and agents from any claim, loss, damage, liability, or expense (including reasonable legal fees) arising from:

• Your use of the App in violation of these Terms.
• Any third-party claim arising from use of the App's SEO features.

• By you: You may terminate your use of the App at any time by uninstalling it from your Shopify store.
• By us: We may suspend or terminate your access immediately for material breach of these Terms, non-payment, or if we are required to do so by law or Shopify's requirements.
• Effect of termination: Upon termination, your right to use the App ceases immediately. Data deletion follows the schedule described in our Privacy Policy.

These Terms are governed by the laws of Romania, without regard to conflict of law principles. Any dispute arising from these Terms shall first be attempted to be resolved through good-faith negotiation. If unresolved after 30 days, disputes shall be subject to the exclusive jurisdiction of the competent courts of Romania, except where mandatory consumer protection laws in your jurisdiction provide otherwise.

We may update these Terms from time to time. Material changes will be communicated via the App or email at least 14 days before taking effect. Continued use of the App after the effective date constitutes acceptance of the updated Terms.

• Company: UPCODE SRL
• Country: Romania
• Email: support@upcode.cc