Draft, pending attorney review

MerchantAscent Terms of Service

Effective date: [EFFECTIVE DATE — to be filled in]
Version: v2 draft, Oct 27, 2026

These Terms of Service ("Terms") are an agreement between you and SecureOrbit Labs, LLC (a Texas limited liability company), MerchantAscent division ("MerchantAscent," "we," "us," or "our"). They cover your use of the website at merchantascent.com (the "Site") and our Shopify apps, including DiscountStack™ (together, the "Service").

1. Acceptance of These Terms

By visiting the Site, or by installing or using DiscountStack or any other MerchantAscent app, you agree to these Terms and to our Privacy Policy. If you are using the Service for a business, you confirm that you have authority to accept these Terms for that business, and "you" means that business. If you do not agree, please do not use the Service.

Shopify is not a party to these Terms. MerchantAscent is an independent developer. Our apps are distributed through the Shopify App Store, but they are not made, owned, or endorsed by Shopify. Your agreements with Shopify (including Shopify's Terms of Service and API terms) still apply to your store. These Terms cover only your relationship with us.

2. Eligibility and Shopify Account Requirement

• You must be at least 18 years old and able to enter into a binding contract.
• Our apps work only with Shopify. To install and use DiscountStack you need an active Shopify store account in good standing, and you must follow Shopify's own terms and policies.
• You are responsible for keeping your Shopify account secure and for any activity that happens through it in connection with the Service, including actions by staff accounts you give access to.

3. The Service

DiscountStack lets you offer your customers quantity-based savings at checkout. You choose the discount amount, the number of full-price units, eligible products or tags, and any cost floors. Your settings are saved in your own store as Shopify metafields, and the discount runs inside Shopify's checkout as a Shopify Function.

Shopify sets limits on how discounts can combine and be applied at checkout, so results can depend on Shopify's rules and your other discounts and apps.

We may improve, change, or add features over time. We plan to offer an optional higher tier ("Pro") with additional features at a later date. Its features and price will be described in the app and on the Site when it becomes available, and you will only be charged for it if you choose to upgrade.

Beta features. From time to time we may offer early or test features, which we will label as beta. They are optional, may not work perfectly, and may be changed or removed at any time.

4. Subscription, Free Trial, Cancellation and Refunds

• Price. DiscountStack costs $7.50 USD per 30-day billing cycle (Shopify bills apps in 30-day cycles) after a 7-day free trial, plus any applicable taxes. Prices for other plans, including Pro, will be shown before you subscribe.
• Billing through Shopify. All charges are handled through Shopify's billing system and appear on your Shopify invoice. We do not collect or store your payment card details.
• Free trial. If you uninstall the app before the 7-day trial ends, you will not be charged. The free trial is available once per store; uninstalling and reinstalling does not start a new trial.
• Renewal. Your subscription renews every 30-day cycle until you cancel.
• Plan changes. If you switch plans, Shopify applies any proration or app credit under its own billing rules.
• Taxes. You are responsible for any sales, use, VAT, GST or similar taxes on your charges, as calculated by Shopify.
• Cancellation. You can cancel any time by uninstalling the app from your Shopify admin. Cancellation stops future charges.
• Non-payment. If Shopify cannot collect a charge, we may limit or suspend paid features until the account is current.
• Refunds. Except where required by law or by Shopify's policies, fees already charged are not refundable, and we do not give partial-month refunds. If you think you were charged in error, contact support@merchantascent.com and we will review it in good faith.
• Price changes. We may change our prices. We will give you at least 30 days' notice in advance, and Shopify will ask you to approve any increase before it takes effect.

5. Merchant Responsibilities and Acceptable Use

You are responsible for your store and how you use the Service. In particular:

• You set and review your discount amounts, eligible products and cost floors before using them, and you are responsible for your pricing, margins, and any promotions you offer.
• You should test your discount settings before using them with real customers. We do not provide legal, tax, or pricing advice.
• You are responsible for complying with all laws that apply to your store, including consumer protection, advertising, pricing and tax laws.

You agree not to:

• use the Service for anything illegal, fraudulent, deceptive or harmful, including misleading "was" prices or fake savings claims;
• overload or abuse the shared systems in a way that slows the Service for other merchants;
• try to hack, overload, reverse engineer, or interfere with the Service or our servers;
• copy, resell, or sublicense the Service, or use it to build a competing product;
• get around any usage limits, billing, or security features; or
• use the Service in a way that violates Shopify's terms or anyone else's rights.

We may suspend or limit access if we reasonably believe these rules are being broken.

6. Merchant Data and Privacy

Our Privacy Policy explains what information we use and how. In short:

• We use your shop's myshopify.com address, the access token Shopify provides, your discount settings, and your plan status.
• DiscountStack does not collect, store or share your customers' personal information.
• When you uninstall, we remove your access token right away, and we delete the rest of your store's data within 30 days after uninstall or after Shopify sends its shop data removal request.
• Our app server runs on Cloudflare Workers, which processes requests on our behalf, and Shopify provides the store platform and billing. We do not share your data with advertisers or data brokers.
• DiscountStack does not contact your customers. It does not email, text, or market to shoppers.
• Security. We use reasonable technical and organizational safeguards to protect your data, but no system is completely secure. If we learn of a security incident affecting your store's data, we will notify you as required by law.
• You may ask for a copy of your store's data, or ask us to delete it, at any time by emailing support@merchantascent.com.

You keep ownership of your store data. You give us permission to use it only as needed to provide and support the Service.

7. Intellectual Property and Trademark License

• The Service, the Site, and all related software, designs, text and graphics are owned by SecureOrbit Labs, LLC or its licensors and are protected by law.
• MERCHANTASCENT™ and DISCOUNTSTACK™ are trademarks owned by David R. Kuykendall and used by SecureOrbit Labs, LLC under license.
• While your subscription is active, we give you a limited, non-exclusive, non-transferable, revocable right to use the Service for your own Shopify store. No other rights are granted.
• You may not use our names, logos or trademarks without our written permission, except to accurately say that your store uses DiscountStack.
• If you send us feedback or ideas, we may use them without any obligation to you.

8. Third-Party Services (Shopify and Others)

The Service relies on third parties, mainly Shopify (for store access, checkout, Shopify Functions, and billing) and Cloudflare (for hosting). Your use of Shopify is governed by Shopify's own terms and policies. We do not control these third parties and are not responsible for their services, outages, changes, or policies. If Shopify changes or limits its platform, some features may stop working or change, and we may need to change the Service to keep up with Shopify's requirements.

9. Disclaimers

The Service is provided "as is" and "as available." We work to keep it fast and reliable, but to the fullest extent allowed by law, we make no warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not promise that the Service will be uninterrupted, error-free, or that it will increase your sales. You are responsible for checking that your discounts work the way you intend.

10. Limitation of Liability

To the fullest extent allowed by law:

• We are not liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, even if we were told they were possible.
• Our total liability for any claim relating to the Service is limited to the greater of (a) the amount you paid us for the Service in the 12 months before the claim arose, or (b) $100.

Some places do not allow certain limits, so some of these may not apply to you.

11. Indemnity

You agree to defend, indemnify, and hold harmless SecureOrbit Labs, LLC (including its MerchantAscent division) (the "Company") and its officers, members, managers, employees and agents from any claims, losses, or costs (including reasonable attorney's fees) arising from your store, your products, your pricing or promotions, your misuse of the Service, or your violation of these Terms or of any law or third-party right.

12. Termination

• You may stop using the Service at any time by uninstalling the app.
• We may suspend or end your access if you violate these Terms, fail to pay, misuse the Service, or if we stop offering the Service. Where reasonable, we will give notice first.
• When access ends, your right to use the Service ends, and your data is handled as described in Section 6 and the Privacy Policy. Sections that by their nature should continue (such as intellectual property, disclaimers, limitation of liability, indemnity, and governing law) will survive.

13. Changes to These Terms

We may update these Terms from time to time. We will post the updated version on this page with a new effective date. For significant changes, we will try to give at least 15 days' notice by email or in the app before they take effect. If you keep using the Service after changes take effect, you accept the updated Terms.

14. Disputes, Governing Law and Venue

Try to resolve it first. If you have a dispute with us, please email support@merchantascent.com and describe the problem. We will both try in good faith to resolve it for 30 days before either of us starts a lawsuit. This does not stop either side from seeking urgent court relief to protect intellectual property or data, or from using small claims court where it qualifies.

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. Any dispute relating to these Terms or the Service will be brought only in the state or federal courts located in Bexar County, Texas, and you and we consent to those courts' jurisdiction.

15. General

• Events beyond our control. We are not responsible for delays or failures caused by events we cannot reasonably control, such as outages at Shopify or our hosting providers, internet failures, natural disasters, or government actions.
• Export and sanctions. You may not use the Service in violation of U.S. export control or sanctions laws.
• Notices. We may send notices to the email address on your Shopify store or through the app. You can send notices to us at support@merchantascent.com. You agree that electronic notices meet any requirement that they be in writing.
• Relationship. You and we are independent parties. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship, and there are no third-party beneficiaries (except as stated in Section 11).
• Other terms. If any part of these Terms is found unenforceable, the rest stays in effect. Our not enforcing a right is not a waiver. You may not assign these Terms without our consent; we may assign them as part of a merger, sale, or reorganization. These Terms and the Privacy Policy are the entire agreement between you and us about the Service.

16. Contact

Questions about these Terms? We're happy to help.

SecureOrbit Labs, LLC (a Texas limited liability company), MerchantAscent division Email: support@merchantascent.com