Loupe Shopify Application
End User License Agreement
This End User Licence Agreement (EULA) is a legal agreement between you (you or your) and Atelier Technology Limited t/a Loupe of 107 Farringdon Road, London EC1R 3BU, United Kingdom (we, us or our) for access to our application within https://www.shopify.com/ (App).
We license use of the App to you on the basis of this EULA. We do not sell the App to you. We remain the owners of the App at all times.
By clicking “Accept”, you agree to the terms of this EULA which will bind you. If you do not agree to the terms of this EULA, please click on the “Reject” button, in which case you will not be able to access and/or use the App.
1. ACCESS TO THE APP
1.1. In consideration of our granting to you access to the App and you agreeing to abide by the terms of this EULA, we grant to you a non-exclusive, non-transferable licence to access and use the App on the terms of this EULA. We grant you such access to and use of the App free of charge.
1.2. You may access and use the App for your internal business purposes as part of your Shopify account.
1.3. You acknowledge that use of the App is intended together with our Loupe platform (more details about which can be found at https://www.loupe.work/) (the Platform). If you have not subscribed with us for access to the Platform, the functionality available to you within the App will be restricted. Please contact us at support@atelier.technology if you would like to subscribe for access to the Platform.
1.4. Once you access the App, you will be given the option of integrating the App with the Platform, to allow for information (including without limitation personal data) to be shared between the App and the Platform, and for your optimised use of each of the App and the Platform. The instructions as to how to integrate the App with the Platform can be found in the Platform, together with all relevant access credentials and keys to achieve such integration through the App.
2. RESTRICTIONS ON USE
2.1. You must:
2.1.1. not copy the App;
2.1.2. not rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;
2.1.3. not make alterations to, or modifications of, the whole or any part of the App, nor permit the App or any part of it to be combined with, or become incorporated in, any other programs, save to the extent expressly authorised by us in writing, or otherwise as is permitted by the Shopify platform and associated applications;
2.1.4. not disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities:
2.1.4.1. is used only for the purpose of achieving inter-operability of the App with another software program; and
2.1.4.2. is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
2.1.4.3. is not used to create any software which is substantially similar to the App;
2.1.5. supervise and control use of the App and ensure that the App is used by your employees in accordance with the terms of this EULA;
2.1.6. not provide or otherwise make available the App in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees without prior written consent from us; and
2.1.7. comply with all applicable laws and regulations in respect of your access to, and use of, the App.
2.2. If you use the “customer engagement” functionality available within the App, information (including without limitation personal data) will be shared automatically between the App and the Platform. Please see clause 8 below for more information. You acknowledge that it is your responsibility to name us as your processor in your customer contracts and privacy policies, as appropriate, and to otherwise comply with all relevant data protection laws in respect of the collection of such personal data, your sharing it with us, and our processing of it.
3. INTELLECTUAL PROPERTY RIGHTS
3.1. You acknowledge that all intellectual property rights in and to the App anywhere in the world belong to us, that rights in the App are not sold to you, and that you have no rights in, or to, the App other than the right to access and use it in accordance with the terms of this EULA.
3.2. You acknowledge that you have no right to have access to the App in source code form.
4. SUPPORT
4.1. We do not guarantee that the App will be free from faults.
4.2. We shall use our reasonable endeavours to correct any errors or omissions in the App as soon as is reasonably practicable after receiving full and clear information on them; however, we cannot guarantee any particular result or outcome nor within any particular time.
4.3. We are not responsible for the resolution of faults or defects that arise as a result of your failure to comply with this EULA or any other agreement between you and us, or your agreement with Shopify.
5. LIMITATION OF LIABILITY
5.1. You acknowledge that the App has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the App meet your requirements
5.2. We only give access to the App for internal use by your business, and you agree not to use the App for any re-sale purposes.
5.3. Subject to clause 5.5 below, we shall not in any circumstances whatever be liable, whether in contract, tort (including without limitation negligence), breach of statutory duty, or otherwise, arising under or in connection with the App or this EULA for:
5.3.1. loss of profits, sales, business, or revenue;
5.3.2. loss caused by business interruption;
5.3.3. loss of anticipated savings;
5.3.4. loss caused by wasted expenditure;
5.3.5. loss or corruption of data or information;
5.3.6. loss of business opportunity, goodwill or reputation; and/or
5.3.7. any special, indirect or consequential loss, damage, charges or expenses.
Clauses 5.3.1 to 5.3.6 (inclusive) above apply whether such losses are direct, indirect, consequential or otherwise.
5.4. Subject to clause 5.5 below, our maximum aggregate liability under or in connection with this EULA whether in contract, tort (including without limitation negligence) or otherwise, shall in all circumstances be limited to a sum £1,000.
5.5. Nothing in this EULA shall limit or exclude our liability for:
5.5.1. death or personal injury resulting from our negligence;
5.5.2. fraud or fraudulent misrepresentation;
5.5.3. any other liability that cannot be excluded or limited by law.
5.6. This EULA sets out the full extent of our obligations and liabilities in respect of the App. Except as expressly stated in this EULA, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the App which might otherwise be implied into, or incorporated in, this EULA, whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
6. TERMINATION
6.1. We may terminate this EULA immediately by written notice to you if:
6.1.1. you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so;
6.1.2. we discontinue the App or any functionality contained in the App, at our absolute discretion; and/or
6.1.3. we are requested to do so by Shopify.
6.2. You may terminate this EULA immediately by simply deleting the App from your Shopify account.
6.3. On termination for any reason:
6.3.1. all rights granted to you under this EULA shall cease; and
6.3.2. you must immediately cease all activities authorised by this EULA.
7. COMMUNICATIONS BETWEEN US
7.1. We may update:
7.1.1. the terms of this EULA; and/or
7.1.2. the App;
at any time on notice to you. Your continued use of the App following the deemed receipt and service of the notice under clause 7.3 below shall constitute your acceptance of the App, and/or to the terms of this EULA, as varied. If you do not wish to accept the updated App, and/or the terms of the EULA (as varied), you must immediately stop using and accessing the App on the deemed receipt and service of the notice.
7.2. We can issue any notice to you by listing the notice within the App, or by emailing you. If we have to contact you, we will do so by email to the address you provided when submitting your request for access to the App. Our email address for you to contact us is support@atelier.technology.
7.3. Note that any notice:
7.3.1. given by us to you will be deemed received and properly served 24 hours after it is first posted in the App or 24 hours after an email is sent; and
7.3.2. given by you to us will be deemed received and properly served 24 hours after an email is sent.
7.4. In proving the service of any notice, it will be sufficient to prove, in the case of posting in the App, that the App was generally accessible for a period of 24 hours after the first posting of the notice; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
8. HOW WE MAY USE PERSONAL DATA
8.1. Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the App and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in our Privacy Policy and Cookies Policy, and it is important that you read that information.
8.2. The provisions of our contract with you for access to the Platform will apply to the extent that we process any personal data for you through your use of the App. In the event that no such contract exists, the terms of clause 6 of our standard terms and conditions for access to the Platform will apply to any such processing.
9. OTHER IMPORTANT TERMS
9.1. You may only transfer your rights or your obligations under this EULA to another person if we agree in writing.
9.2. This EULA and any document expressly referred to in it constitutes the entire agreement between us and you, and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.
9.3. You acknowledge that in entering into this EULA you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this EULA or any document expressly referred to in it.
9.4. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this EULA or any document expressly referred to in it.
9.5. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
9.6. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
9.7. Each of the conditions of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
9.8. This EULA and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this EULA, its subject matter or its formation
This EULA was updated in February 2023.