Terms of Service

These Terms of Service ("Terms") establish a binding contractual agreement between you (the visitor or user, hereinafter referred to as "you" or "your") and Simplersoftware Inc., trading as Listagrow ("Listagrow", "our", "us", or "we") according to which you may visit the Listagrow website at https://listagrow.com ("Website") and view and use of any and all hosted software and applications including but not limited to the Listagrow widgets, APIs, libraries, plug-ins, modules and hosting services (the "Hosted Services"; the Website together with the Hosted Services may hereinafter be collectively referred to as the "Services").

Please note that if you are an individual and you access or use our Service on behalf of a company or other entity, such as your employer (together with its affiliates, an "Organization"), then: (a) these Terms are an agreement between us and you and that Organization; (b) you represent and warrant that you have the authority to bind that Organization to these Terms; (c) your acceptance of these Terms will bind such Organization to these Terms; (d) your individual right to access and use our Services may be suspended or terminated if you cease to be associated with that Organization; (e) we may disclose information regarding you and your use of our Services with such Organization; and (f) the terms "you" and "your" as used in these Terms refer to both you and such Organization.

1. Your Right to Use Our Services

During the term, and subject to your compliance with this Agreement, Listagrow grants you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services.

• The Services shall not be distributed to, or hired out by, you. You do not receive any right to the source code of the Services. Unless otherwise agreed or prescribed by mandatory law or applicable open source software usage conditions, you are not entitled to modify, reverse engineer, decompose, disassemble, or otherwise attempt to decipher the object or source code of the software as included in the Services.
• We are entitled, but not obliged, to further develop the Services on an ongoing basis, and will only make the current version of the Services available to you. The right to use the Services also extends to fixes, patches, developments, and updates.
• The Services may contain open-source software components. The use of these components may be subject to the license terms of the open-source software components. In the event of contradictions or conflicting provisions, the license provisions of the open source software shall take precedence.

2. Your Listagrow Account

Your account on our Services (your "Services Account") gives you access to our Services that we may establish and maintain from time to time. You acknowledge that you do not own your Services Account.

If you create an account on the Website or as required to access and use the Hosted Services, you are responsible for maintaining the security of your account and its content, and you are fully responsible for all activities that occur under the account. You must not describe or assign content to your account in a misleading or unlawful manner. Listagrow may change or remove any content or photos that it considers inappropriate or unlawful. You must immediately notify Listagrow of any unauthorized uses of your account and any other breaches of security.

3. Restrictions and Acceptable Use

As a condition of use of the Services, you agree to use any functionality of the Services for their intended purposes only. You are responsible for all of your activity in connection with the Services and you shall abide by all local, state, national, and international laws and regulations.

You agree not to do and not to assist, permit or enable any third party to do, any of the following:

• copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter, or create derivative works of any part of our Services or any of our Intellectual Property;
• reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the proprietary source code of the Services;
• use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy, or record our Services;
• use the Services, Upgrades, or Paid Services for research and development of artificial intelligence (generation of training data);
• use or display our Services in competition with us, to develop competing products or services, for benchmarking or competitive analysis of our Services, or otherwise to our detriment or disadvantage;
• use our Services in any manner that impacts the stability of our servers, the operation or performance of our Services, or the behavior of other applications using our Services;
• attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running our Services;
• alter, remove, or obscure any copyright, trademark, or other proprietary notices or confidentiality legend on the Services;
• use the Services in a way that prevents the Services from tracking your usage, generating invoices, or charging you through your credit card or other payment mechanisms;
• use our Services in any manner or for any purpose that violates any applicable law, regulation, legal requirement, contractual obligation, or right of any person including intellectual property rights, rights of privacy, or rights of personality, or is fraudulent, false, deceptive or defamatory, promotes hatred, violence or harm, or otherwise may be harmful or objectionable to us, our providers, our suppliers, our Users, or any other third party.

4. Terms Applying to Your Content

As between us and you, you (or your licensors) will own any and all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you by or through our Services ("Your Content").

WE CLAIM NO OWNERSHIP RIGHTS OVER YOUR CONTENT.

You further grant to us an irrevocable, perpetual, transferable, sublicensable, fully paid, royalty-free, and worldwide right and license to use, copy, store, modify, reproduce Your Content: (a) to maintain and provide our Services; (b) solely in de-identified form, to improve our products and services; and (c) to perform such other actions as described in our Privacy Policy or as authorized by you in connection with your use of our Services.

In connection with Your Content, you affirm, represent, and warrant the following:

• The downloading, copying, and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, or trade secret rights, of Listagrow or any third party.
• If any third party has rights to intellectual property you create, you have either received permission from such third party or secured from them a waiver as to all rights in or to the Content.
• You have fully complied with any third-party licenses relating to the Content.
• The Content does not contain or install any viruses, worms, malware, trojan horses, or other harmful or destructive content.
• The Content is not spam and does not contain unethical content or content designed to be used as part of any unlawful acts or mislead recipients as to the source of the material (such as spoofing).
• The Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party.
• Your Content and usage of the Services do not violate applicable laws and governmental regulations.

5. Paid Services

Pricing for the Services is located at https://listagrow.com. Details on available plans and pricing may be updated from time to time.

Billing Channels

Shopify App. If you subscribe to Listagrow through the Shopify App Store, billing is managed entirely by Shopify via its native billing system. Listagrow does not process, store, or have access to your payment card details. Subscription charges will appear on your Shopify bill, and you are subject to Shopify's billing terms.

SaaS / Direct Subscription. If you subscribe directly through app.listagrow.com, billing is handled by Stripe, Inc. on our behalf. By subscribing, you agree to Stripe's terms of service. Your name, email address, and billing address are shared with Stripe solely for payment processing.

Subscription Terms

• Billing Cycle. Subscriptions are billed on a recurring basis (monthly or annually, as selected at sign-up) and begin on the date you subscribe.
• Auto-Renewal. Your subscription renews automatically at the end of each billing period. Unless you cancel before the renewal date, you authorise us (or Shopify / Stripe, as applicable) to charge the applicable subscription fee for the next period.
• Cancellation. You may cancel at any time from your account settings. Cancellation takes effect at the end of the current paid period; you retain access until then.
• Refunds. Subscription fees are generally non-refundable except where required by applicable law or as described in §13. If Listagrow terminates your paid account without cause before the end of a billing period, you will receive a pro-rata refund of the unused portion.
• Price Changes. We may change our pricing at any time. For existing subscribers, we will give at least thirty (30) days' advance written notice before any price increase takes effect. Continued use after the new pricing takes effect constitutes your acceptance of the new price.
• Taxes. Displayed prices are inclusive of VAT (BTW) where applicable. For Shopify App Store subscriptions, Shopify acts as the merchant of record and is responsible for collecting and remitting applicable taxes. For direct SaaS subscriptions via Stripe, Listagrow collects and remits VAT to the relevant tax authorities.

6. Responsibility of Website Visitors

Listagrow has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot, therefore, be responsible for that material's content, use, or effects. By operating the Website, Listagrow does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful, or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Listagrow disclaims any and all responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content posted thereon.

7. Your Content Posted on Other Websites

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which we link, and that link to us. Listagrow does not have any control over those non-Listagrow websites and webpages and is not responsible for their contents or their use. By linking to a non-Listagrow website or webpage, Listagrow does not represent or imply that it endorses such website or webpage. Listagrow disclaims any and all responsibility for any harm resulting from your use of non-Listagrow websites and webpages.

8. Intellectual Property

The Website is owned and operated by Simplersoftware Inc. and all Services are the intellectual property of Listagrow. These Terms do not transfer from Listagrow to you any Listagrow or third party intellectual property, and all rights, title, and interest in and to such property will remain (as between the parties) solely with Listagrow. Simplersoftware Inc., https://listagrow.com, the Listagrow logo, and all other trademarks, service marks, graphics, and logos used in connection with Listagrow or the Website are trademarks or registered trademarks of Listagrow or Listagrow's licensors. Your use of the Website and Hosted Services grants you no right or license to reproduce or otherwise use any Listagrow or third-party trademarks.

9. Feedback

You may choose to, or we may invite you to submit, comments, feedback, or ideas about our Services, including about how to improve our Services or our products ("Feedback"). You grant to Listagrow a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services and Website any suggestion, enhancement request, recommendation, correction, or other feedback provided by you.

By submitting any Feedback, you agree that we will own such Feedback and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone.

10. Trademarks

You consent to Listagrow's use of your name and logo and a general description of your relationship with Listagrow in press releases and other marketing materials and appearances. You grant to Listagrow a worldwide, non-exclusive, royalty-free, fully-paid up license to use and reproduce your trademarks, tradenames, and logos in Listagrow's marketing materials and website and to indicate that you are a Listagrow customer. Listagrow will abide by any written trademark usage guidelines provided by you. To decline Listagrow this license you need to email support@listagrow.com stating that you do not wish to be used as a reference.

11. Mailing List

When signing up on Listagrow you are automatically subscribing to our mailing list. You can unsubscribe from the list at any time.

By providing us with your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other marketing or advertising messages. If you do not want to receive such email messages, you may opt out by clicking the unsubscribe link within each marketing or advertising message. Opting out will not prevent you from receiving Service-related notices.

12. Changes

Listagrow reserves the right, at its sole discretion, to modify or replace any part of these Terms. It is your responsibility to check these Terms periodically for changes. When we change these Terms in a material manner, we will update the 'last modified' date at the top of this page and notify you that material changes have been made to these Terms. Your continued use of our Services after any such change constitutes your acceptance of the new Terms of Service.

13. Suspension or Termination

Listagrow may terminate your access to all or any part of the Website, access to a paid Services account, or your access to any of the Hosted Services at any time, with or without cause, with or without notice, effective immediately. Listagrow also may, in appropriate circumstances, terminate accounts that we believe are in violation of these Terms without notice and without refund. However, if Listagrow terminates your paid Services account prior to its expiration, Listagrow will refund you the pro rata apportionment of any unused funds. Additionally, either you or Listagrow may terminate a paid Services account upon thirty days prior written notice for any reason.

For the avoidance of doubt, any behavior or communication directed by you towards any Listagrow employee or contractor which Listagrow deems abusive, hurtful, demeaning, insulting or otherwise harmful may result in an immediate termination of your access to all or any part of the Website.

If you wish to terminate your agreement with Listagrow or your Listagrow account (if you have one), you may simply discontinue using the Services. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Your Data After Termination

Following termination or expiry of your account, Listagrow will retain your account data (including any product content you have stored) for up to twelve (12) months to allow for account reinstatement. After that period your data will be securely deleted. You may request earlier deletion at any time by contacting support@listagrow.com. For full details on how we handle your personal data, see our Privacy Policy.

14. Disclaimer and Warranties

OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUR USE OF OUR SERVICES ARE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT ANY CONTENT ON OUR SERVICES ARE ACCURATE, RELIABLE, OR CORRECT; THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS; THAT OUR SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; OR THAT OUR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

The content provided through or in connection with our Services is designed to provide practical and useful information on the subject matter covered. WHILE SUCH CONTENT MAY CONCERN ISSUES RELATED TO PROFESSIONAL SERVICES, SUCH CONTENT IS NOT PROFESSIONAL SERVICES ADVICE. YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT INCLUDED ON THIS SITE WITHOUT SEEKING THE ADVICE OF A COMPETENT PROFESSIONAL IN THE APPLICABLE SUBJECT MATTER.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, OUR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES; (E) ANY BUGS, VIRUSES, OR TROJAN HORSES THAT MAY BE TRANSMITTED THROUGH OUR SERVICES; OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT MADE AVAILABLE THROUGH OUR SERVICES.

IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO US HEREUNDER OR $100.00, WHICHEVER IS LOWER.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

16. General Representation and Warranty

You represent and warrant that (i) your use of the Services will be in strict accordance with the Listagrow Privacy Policy, with these Terms, and with all applicable laws and regulations and (ii) your use of the Website or Hosted Services will not infringe or misappropriate the intellectual property rights of any third party.

17. Indemnification

You agree to defend, indemnify and hold us and our affiliates, agents, suppliers, or licensors (and our and their employees, contractors, agents, officers, and directors) harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorney's fees) arising from: (a) your access to or use of our Services; (b) your violation of any aspect of these Terms, including your breach of any of your representations and warranties; (c) your violation of any third-party right, including any right of privacy or intellectual property rights; (d) your violation of any applicable law, rule or regulation; (e) Your Content; (f) your willful misconduct; or (g) any third party's access to or use of our Services with your username(s), password(s) or other security code(s).

18. Dispute Resolution

In the event of a dispute between you and Listagrow, other than with respect to claims for injunctive relief, the dispute will be resolved by binding arbitration pursuant to the rules of the European Union. The place of the arbitration shall be in the Netherlands. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party's Intellectual Property Rights in any court of competent jurisdiction.

Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity are not permitted and are waived by you.

19. Miscellaneous

These Terms constitute the entire agreement between Listagrow and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Listagrow, or by the posting by Listagrow of a revised version of these Terms. The prevailing party in any action or proceeding to enforce or interpret these Terms shall be entitled to costs and attorneys' fees. If any part of these Terms is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect.

20. Modifications

Listagrow may revise these Terms at any time. For material changes, we will update the 'last modified' date at the top of this page and make commercially reasonable efforts to notify you (for example, by email or by displaying a notice within the Services). Your continued use of the Services after any such change constitutes your acceptance of the revised Terms.

21. Entire Agreement / Severability

These Terms, together with any amendments and any additional agreements you may enter into with us in connection with our Services, will constitute the entire agreement between you and us concerning our Services. None of our employees or representatives are authorized to make any modification or addition to these Terms. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.

22. Construction and Interpretation

For purposes of these Terms, (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) words denoting the singular have a comparable meaning when used in the plural, and vice-versa. You acknowledge and agree that any ambiguities in the interpretation of these Terms will not be construed against us.

23. No Waiver

No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

24. Contact Information

Please email support@listagrow.com if you have any questions or concerns. For privacy-related enquiries, please also refer to our Privacy Policy.

25. Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms to the extent caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, government actions, power failures, internet outages, or failures of third-party infrastructure providers. The affected party will give prompt notice of the force majeure event and will use reasonable efforts to resume performance as soon as practicable.