These Terms of Service ("Terms") constitute a legally binding agreement between you ("Merchant," "you," or "your") and SmartImport ("we," "us," or "our") governing your access to and use of the SmartImport application (the "App") available through the Shopify App Store.
By installing, accessing, or using the App, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not install or use the App.
These Terms are designed to comply with Shopify's API License and Terms of Use and the Shopify Partner Program Agreement. In the event of any conflict between these Terms and Shopify's terms, the provisions most protective of merchant data shall prevail.
1. Description of the App
SmartImport is a Shopify application that enables merchants to import, validate, and manage product data through CSV and Excel file uploads. The App provides the following core features:
- File Upload and Parsing: Accepts .csv, .xlsx, and .xls files and parses them into structured data.
- Smart Column Mapping: Automatically maps CSV/Excel column headers to Shopify product fields using intelligent matching algorithms.
- Data Validation: Scans uploaded data against Shopify's expected data types and formats, identifying errors at the row and cell level.
- Auto Fix Engine: Automatically resolves common data issues such as invalid number formats, missing values, whitespace errors, and unit standardization.
- Manual Editing: Provides an in-app spreadsheet editor for correcting individual data errors without returning to external tools.
- Direct Shopify Import: Imports validated and cleaned data directly to your Shopify store, creating or updating products as specified.
- Import History and Rollback: Maintains a history of import operations with the ability to roll back to previous states.
2. Eligibility and Account Requirements
2.1 Eligibility
To use the App, you must:
- Have an active Shopify store with a valid Shopify plan.
- Be at least 18 years of age or the legal age of majority in your jurisdiction.
- Have the authority to bind your business to these Terms.
- Comply with all applicable laws and regulations in your jurisdiction.
2.2 Shopify Account
The App is accessed through your Shopify store admin. By installing the App, you authorize us to access your Shopify store data through Shopify's authenticated APIs as necessary to provide the App's functionality. Your use of the App is also governed by Shopify's Terms of Service.
2.3 Accurate Information
You are responsible for ensuring that the information in your Shopify store and any data you upload to the App is accurate, complete, and lawful. You represent that you have all necessary rights and permissions to upload and import the data you provide.
3. Subscription Plans and Billing
3.1 Plans and Pricing
SmartImport offers multiple subscription plans, including a free tier and paid tiers with additional features. Current plan details and pricing are displayed within the App and on our website. Features, limitations, and pricing for each plan are subject to change.
3.2 Shopify Billing
All charges for paid plans are processed exclusively through the Shopify Billing API or Shopify Managed Pricing. We do not collect payment information directly. Your billing relationship is governed by Shopify's billing terms.
3.3 Free Trial
Paid plans may include a free trial period. At the end of the trial period, you will be automatically charged unless you cancel before the trial expires. Trial periods are offered at our sole discretion and may be modified or discontinued at any time.
3.4 Price Changes
We reserve the right to modify our pricing at any time. We will provide you with at least 30 days' advance written notice before any price increase takes effect. If you do not agree to the new pricing, you may cancel your subscription before the new pricing applies.
3.5 Refunds
Refunds, if applicable, are processed through the original Shopify Billing payment method. Refund eligibility is determined on a case-by-case basis. To request a refund, contact our support team within 14 days of the charge.
3.6 Cancellation
You may cancel your subscription at any time by uninstalling the App from your Shopify store admin. Upon cancellation:
- Your access to paid features will continue until the end of the current billing period.
- We will delete all data associated with your store within 48 hours of uninstallation, in compliance with Shopify's shop/redact webhook requirements.
- No partial refunds will be issued for unused portions of the billing period unless required by applicable law.
4. Acceptable Use
4.1 Permitted Use
You may use the App solely for its intended purpose: importing, validating, and managing product data for your Shopify store(s). You agree to use the App in compliance with all applicable laws, regulations, and Shopify's Acceptable Use Policy.
4.2 Prohibited Conduct
You agree not to:
- Use the App to import or process data that you do not have the legal right to use.
- Upload files containing malicious code, viruses, or any harmful content.
- Attempt to reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the App.
- Use the App in a manner that could damage, disable, overburden, or impair our servers or infrastructure.
- Use automated scripts, bots, or other automated means to interact with the App outside of its intended interface.
- Resell, sublicense, or redistribute the App or its features to third parties without our prior written consent.
- Use the App to compete with SmartImport or to develop a competing product.
- Circumvent or attempt to circumvent any usage limits, security measures, or access restrictions.
- Upload data that contains illegal content, including but not limited to content that infringes intellectual property rights, violates privacy laws, or promotes illegal activity.
4.3 Data Compliance
You are solely responsible for ensuring that the data you upload to the App complies with all applicable laws, including data protection and privacy laws. If your import files contain personal data of your customers or other individuals, you represent and warrant that you have obtained all necessary consents and permissions to process that data.
5. Data Handling and Protection
5.1 Data Processing
We process your data in accordance with our Privacy Policy. By using the App, you acknowledge and agree to the data practices described therein.
5.2 Data Minimization
In accordance with Shopify's API License and Terms of Use, we only access and process the minimum amount of merchant data necessary to provide the App's functionality. We do not access data beyond what is required for product import operations and store configuration.
5.3 Data Security
We implement industry-standard security measures to protect your data, including encryption in transit (TLS 1.2+), encryption at rest (AES-256), access controls, and regular security assessments. Full details of our security practices are described in our Privacy Policy.
5.4 Data Deletion Upon Uninstallation
When you uninstall the App, we will permanently delete all data associated with your store within 48 hours, in compliance with Shopify's shop/redact webhook requirements. This includes:
- All uploaded files and processed data.
- Import history and rollback snapshots.
- Account configuration and preferences.
- Any cached or temporary data.
5.5 Sub-Processors
We may engage third-party service providers (sub-processors) to assist in providing the App. All sub-processors are contractually bound to protect your data at a level at least as protective as these Terms and Shopify's API License and Terms of Use. Sub-processors may only process your data for the purpose of providing services to us. A list of our current sub-processors is available upon request.
5.6 No AI/ML Training
We do not use merchant data, customer data, or any data derived from or aggregated from such data to train, develop, or improve artificial intelligence or machine learning models, whether our own or those of third parties, unless you have provided explicit written consent.
5.7 Data Breach Notification
In the event of a data breach that affects your personal information, we will:
- Promptly investigate the incident and take steps to remedy the breach.
- Notify you and Shopify within 72 hours of becoming aware of the breach.
- Provide you with details of the breach, including the nature of the data affected and the measures taken to address it.
- Cooperate fully with any investigations conducted by Shopify or regulatory authorities.
6. Intellectual Property
6.1 Our Intellectual Property
The App, including its design, code, algorithms, user interface, documentation, and all related materials, is owned by SmartImport and is protected by intellectual property laws. These Terms do not grant you any ownership rights in the App. You are granted a limited, non-exclusive, non-transferable, revocable license to use the App solely for its intended purpose during the term of your subscription.
6.2 Your Data
You retain all rights to the data you upload to and process through the App. We do not claim any ownership over your data. You grant us a limited license to process your data solely for the purpose of providing the App's functionality.
6.3 Feedback
If you provide us with feedback, suggestions, or ideas regarding the App, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into the App without any obligation to you.
6.4 Trademarks
"SmartImport" and our logo are trademarks of SmartImport. You may not use our trademarks without our prior written consent. "Shopify" and related marks are trademarks of Shopify Inc. and are used here in accordance with Shopify's trademark guidelines.
7. Disclaimers and Limitations
7.1 "As Is" Provision
THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
- IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- WARRANTIES THAT THE APP WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY IMPORT OPERATIONS.
7.2 Import Accuracy
While SmartImport strives to provide accurate data validation and import functionality, you are solely responsible for reviewing and verifying the accuracy of imported data before and after each import operation. We strongly recommend:
- Reviewing the validation report before executing any import.
- Using the preview and rollback features to verify import results.
- Maintaining your own backups of critical product data.
7.3 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SMARTIMPORT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR:
- ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
- ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL.
- ANY DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA.
- ANY DAMAGES RESULTING FROM ERRORS, INACCURACIES, OR OMISSIONS IN IMPORTED DATA.
OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE APP SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100.00).
7.4 Essential Purpose
The limitations and exclusions in this section apply regardless of whether the damages arise from breach of contract, tort (including negligence), strict liability, or any other legal theory, and even if we have been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.
8. Indemnification
You agree to indemnify, defend, and hold harmless SmartImport, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
- Your use of the App or violation of these Terms.
- Data you upload or import through the App.
- Your violation of any third-party rights, including intellectual property or privacy rights.
- Your violation of any applicable laws or regulations.
- Any dispute between you and your customers arising from data imported through the App.
9. Service Availability and Modifications
9.1 Uptime
We strive to maintain high availability of the App but do not guarantee uninterrupted service. The App may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control. We will make reasonable efforts to provide advance notice of planned maintenance.
9.2 Modifications to the App
We reserve the right to modify, update, or discontinue any feature of the App at any time. For material changes that reduce functionality:
- We will provide at least 30 days' advance notice through the App or via email.
- If you do not agree to the changes, you may cancel your subscription.
9.3 Discontinuation
If we decide to discontinue the App entirely, we will provide at least 90 days' advance notice and assist merchants with data export before the discontinuation date.
10. Third-Party Services
10.1 Shopify Platform
The App operates within the Shopify ecosystem. Your use of the App is also subject to Shopify's Terms of Service, Privacy Policy, and API License and Terms of Use. We are not responsible for Shopify's platform availability, performance, or policies.
10.2 Third-Party Integrations
The App may integrate with or reference third-party services. We are not responsible for the availability, accuracy, or content of third-party services, and your use of such services is governed by their respective terms and policies.
11. Termination
11.1 Termination by You
You may terminate these Terms at any time by uninstalling the App from your Shopify store. Termination takes effect immediately upon uninstallation.
11.2 Termination by Us
We may suspend or terminate your access to the App at any time, with or without cause, including but not limited to:
- Violation of these Terms or our Acceptable Use policies.
- Non-payment of subscription fees.
- Request by Shopify to remove the App from your store.
- Extended periods of inactivity.
- Discontinuation of the App.
For termination without cause, we will provide at least 30 days' advance notice. For termination due to a material breach, we may terminate immediately upon written notice.
11.3 Effect of Termination
Upon termination:
- Your license to use the App is immediately revoked.
- All data associated with your store will be deleted within 48 hours.
- Sections 6 (Intellectual Property), 7 (Disclaimers and Limitations), 8 (Indemnification), 13 (Governing Law), and 14 (Dispute Resolution) shall survive termination.
12. Privacy and Data Protection
Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.
By using the App, you represent and warrant that:
- You have read and understood our Privacy Policy.
- You have all necessary rights and consents to upload and process the data you provide.
- You will comply with all applicable data protection and privacy laws, including GDPR, CCPA, and other relevant legislation.
- You will promptly notify your customers if their data is processed through the App, where required by law.
13. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. This choice of law does not deprive you of the protection afforded by provisions that cannot be derogated from by agreement under the laws of your country of residence.
14. Dispute Resolution
14.1 Informal Resolution
Before filing any formal legal action, you agree to first contact us at smartimport@baruzotech.com and attempt to resolve the dispute informally for at least 30 days.
14.2 Arbitration
If the dispute cannot be resolved informally, you and SmartImport agree to resolve any claims through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, or at another mutually agreed location.
14.3 Class Action Waiver
YOU AND SMARTIMPORT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
14.4 Exceptions
Nothing in this section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.
15. General Provisions
15.1 Entire Agreement
These Terms, together with our Privacy Policy, constitute the entire agreement between you and SmartImport regarding the App and supersede all prior agreements, representations, and understandings.
15.2 Severability
If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent possible, and the remaining provisions will remain in full force and effect.
15.3 Waiver
Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of SmartImport.
15.4 Assignment
You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms without your consent in connection with a merger, acquisition, or sale of assets.
15.5 Force Majeure
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, government actions, epidemics, power failures, internet outages, or Shopify platform outages.
15.6 Notices
We may provide notices to you through the App, via email to the address associated with your Shopify store, or through your Shopify admin notifications. You may provide notices to us at the contact information listed below.
15.7 No Third-Party Beneficiaries
These Terms do not create any third-party beneficiary rights, except that Shopify is an intended third-party beneficiary of the data protection and API compliance provisions of these Terms.
16. Contact Us
If you have any questions about these Terms of Service, please contact us:
- Email: smartimport@baruzotech.com
- Support: smartimport@baruzotech.com
- Response Time: We aim to respond to all inquiries within 5 business days.
17. Changes to These Terms
We may update these Terms from time to time. When we make material changes:
- We will update the "Last updated" date at the top of this page.
- We will notify you via email or through a notice within the App at least 30 days before the changes take effect.
- We will provide a summary of the key changes.
Your continued use of the App after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree with the changes, you should uninstall the App before the new terms take effect.