Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and the operator of OverlayIQ ("OverlayIQ," "we," "us," or "our") governing your access to and use of the OverlayIQ website, Shopify application, and related services (collectively, the "Services"). By installing the app, creating an account, submitting a form, or otherwise using the Services, you agree to these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree, do not use the Services.

1. Definitions

• Customer Data means information you or your end customers provide in connection with the Services, including checkout-related data, order data, discount codes, and personal data processed on your behalf.
• Merchant or you means the individual or entity that installs or subscribes to OverlayIQ.
• Shopify means Shopify Inc. and its checkout, admin, and app platform, subject to Shopify's own terms.

2. Description of the Services

OverlayIQ provides a Shopify app intended to help merchants reduce repeat misuse of discount codes (including welcome, referral, and similar offers) at checkout by using signals such as device fingerprinting, address matching, IP and behavioral indicators, and validation via Shopify Functions or comparable mechanisms. Features may include reporting, audits, and configuration options (for example, block vs. downgrade). The Services are not a substitute for legal, tax, or compliance advice.

3. Inherent limitations — false positives, false negatives, and judgment calls

You acknowledge and agree that discount and identity signals are probabilistic. The Services may produce false positives (e.g., a legitimate new customer or transaction is blocked or a discount is removed) and false negatives (repeat or abusive use is not detected). OverlayIQ does not warrant perfect accuracy. You are solely responsible for your commercial decisions (including pricing, promotions, and customer experience) and for configuring the Services in a manner appropriate for your business. You assume all risk of revenue impact, customer complaints, chargebacks, or reputational harm arising from use or non-use of a signal, rule, or automated action, except as expressly stated in Section 11 (Limitation of Liability).

4. Availability, latency, outages, and third-party platforms

The Services depend on Shopify, hosting providers, networks, and other third parties. Access may be interrupted by scheduled or unscheduled maintenance, updates, power or internet failures, denial-of-service events, bugs, misconfigurations, or events beyond our reasonable control (see Section 16).

OverlayIQ is not liable for any loss of revenue, profits, conversion rates, abandoned carts, goodwill, data, orders, or business opportunity resulting from downtime, unavailability, latency, slow response times, performance degradation, delay, or failure of the Services, any API or network path (including between your customers and Shopify), Shopify, or any integration—whether or not caused by us. If the internet, Shopify, or our infrastructure is slow or overloaded, you bear the commercial risk; we do not guarantee checkout speed or conversion rates.

Shopify platform and APIs. OverlayIQ is not liable for errors, unintended behaviors, incorrect blocking or non-blocking of discounts, or other harms resulting from changes to, deprecations of, limitations of, or bugs within the Shopify platform, Shopify Admin, Shopify Checkout, Shopify Functions, Storefront APIs, or any Shopify APIs or policies, including changes that affect how apps may validate or apply discounts. You are responsible for testing your store configuration after Shopify updates.

5. Customer Data — collection, use, and license

To operate the Services, we process Customer Data as described in our Privacy Policy. In addition, you grant OverlayIQ a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data as reasonably necessary to: (a) provide, secure, maintain, and improve the Services; (b) detect, investigate, and help prevent fraud, abuse, and misuse of the Services or your store; (c) create aggregated and de-identified statistics and analytics that do not identify you or natural persons, for product development, benchmarking, and marketing; and (d) comply with law and enforce these Terms. Where we process personal data on your behalf, our obligations are as set forth in our Privacy Policy and any data processing terms we make available.

You represent that you have all rights and consents necessary to provide Customer Data and to grant this license, and that your use of the Services complies with applicable privacy and marketing laws.

6. Subprocessors and security incidents

We may use subprocessors (e.g., hosting, logging, analytics, support tools) to provide the Services. OverlayIQ's sole responsibility regarding subprocessors is to exercise reasonable care in their selection and to enter into written arrangements that require subprocessors to protect information consistent with this Agreement and applicable law. Subprocessors are subject to contractual obligations.

A security incident, data breach, or other failure attributable primarily to a subprocessor does not, by itself, constitute a breach of these Terms by OverlayIQ or a failure by OverlayIQ to perform the Services, except where applicable law provides otherwise. You agree that OverlayIQ is not liable for independent acts or omissions of subprocessors, including security incidents originating with a subprocessor, except to the extent liability cannot be excluded under applicable law and subject to Section 11. Choosing a widely used infrastructure or service provider does not create a guarantee against breach or outage.

If we become aware of a breach of our systems that materially affects Customer Data, we will take reasonable steps to investigate and may notify you as required by law or as described in our Privacy Policy. No notification process creates any warranty or liability beyond what is stated in these Terms.

7. Your obligations, monitoring, and self-help

You will: (a) comply with applicable laws and Shopify's terms and policies; (b) provide accurate registration and billing information; (c) safeguard credentials to your account; (d) not misuse, reverse engineer, or attempt to circumvent the Services; (e) not use the Services in a manner that violates third-party rights or applicable sanctions; and (f) be responsible for your store's configuration of rules (including blocking or downgrading discounts) and for communications with your customers.

Merchant monitoring and duty to mitigate. You are solely responsible for monitoring how the Services affect your checkout, conversion, revenue, and customer experience. You have the absolute right to uninstall, disable, or reconfigure the OverlayIQ app at any time through Shopify (including if you believe the Services add latency, cause errors, or harm sales). You agree that you have an obligation to mitigate damages: you may not recover damages for harms that you could reasonably have avoided by uninstalling, disabling, or adjusting the Services, or by contacting support, after you knew or should have known of a problem. Continued use of the Services after you become aware of material adverse effects is at your own risk.

8. Fees and payment

Fees, if any, are as shown in the Shopify App listing, in-app billing, or a separate order. Fees may be billed through Shopify or as otherwise agreed. Taxes are your responsibility unless we are required to collect them. Fees are generally non-refundable except as stated in Section 11 or as required by law. We may change fees with notice as permitted by Shopify or applicable law.

9. Intellectual property

OverlayIQ retains all rights in the Services, software, documentation, and branding. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to use the Services for your internal business purposes in connection with your Shopify store(s). You may not copy, modify, distribute, or create derivative works except as permitted by law.

10. Disclaimer of warranties

The following section is set forth in conspicuous capital letters as required or customary under applicable law, including for limitations on consequential damages.

11. Limitation of liability

Please read this section carefully; it limits our liability to you. The following subsections are set forth in conspicuous capital letters as required or customary under applicable law.

12. Indemnification

You will defend, indemnify, and hold harmless OverlayIQ and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your Customer Data or your store's content, products, or promotions; (b) your violation of these Terms or applicable law; (c) your configuration or use of the Services (including any action taken at checkout affecting customers); (d) disputes between you and your customers; or (e) your infringement or misappropriation of third-party rights. We may assume exclusive defense and control of any matter subject to indemnification at our expense, and you will cooperate.

13. Suspension and termination

We may suspend or terminate access to the Services if you materially breach these Terms, if required by law or Shopify, or to protect the security or integrity of the Services. You may stop using the Services at any time (including by uninstalling the app). Provisions that by their nature should survive (including Sections 5, 6, 10–12, 14–16) will survive termination.

14. Privacy

Our Privacy Policy describes how we collect and use personal information and is incorporated by reference. If there is a conflict between these Terms and the Privacy Policy regarding data processing, the Privacy Policy governs solely as to privacy matters.

15. Changes to these Terms

We may modify these Terms by posting an updated version on this page and updating the "Last updated" date. Material changes may require additional notice as required by law or Shopify. Continued use of the Services after the effective date constitutes acceptance of the revised Terms.

16. Miscellaneous

Force majeure. We are not liable for failure or delay due to events beyond our reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials, or failures of third-party platforms (including Shopify).

Governing law and venue. These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law principles. You consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any dispute not subject to arbitration (if any), except where prohibited by law.

Assignment. You may not assign these Terms without our prior written consent. We may assign in connection with a merger, acquisition, or sale of assets.

Entire agreement; severability. These Terms and the Privacy Policy are the entire agreement regarding the Services. If any provision is invalid, the remainder remains in effect.

Contact. For questions about these Terms, contact us via the intake or contact options at overlayiq.com.