Essential Apps — Terms of Service

These Terms replace the Terms & Conditions dated 10 February 2022.

PLEASE READ THESE TERMS CAREFULLY. THEY LIMIT OUR LIABILITY (SECTION 13), EXCLUDE CERTAIN WARRANTIES (SECTION 12), REQUIRE YOU TO TEST AND MONITOR YOUR OFFERS AND DISCOUNTS (SECTION 6), AND SET LITHUANIAN LAW AND THE COURTS OF VILNIUS FOR DISPUTES (SECTION 18).

1. About these Terms

1.1 What these Terms are. These Terms of Service ("Terms") apply to every Shopify application listed in Annex A (Contracting Entities) (the "Schedule") as a participating application (each an "App"), and to related websites, documentation and support (together with the App, the "Services").

1.2 Who you are. "You" or the "Merchant" means the business that installs or uses an App on a Shopify store, and "your Store" means that store. You must be a business. The Services are not offered to consumers. By using an App you confirm you act for purposes of your trade, business or profession.

1.3 The documents that form your contract. Your contract for an App consists of, in this order of priority if they conflict: (a) any separate written agreement signed by you and the Provider for that App; (b) our Data Processing Agreement ("DPA"), including its processing details and sub-processor list, but only as regards the processing of personal data. The DPA is available at https://essential-apps.com/legal/dpa; (c) the additional terms for that App, if any (listed in Annex A); (d) these Terms; (e) the Schedule (Annex A); (f) plan and pricing information shown in the App or on its Shopify App Store listing at the time of purchase.

The privacy policy for each App (linked in Annex A) explains how the Provider processes personal data as a controller. It is a notice, not part of the contract.

1.4 Shopify. Shopify is not a party to these Terms and is not responsible for the Apps. Your use of Shopify is governed by your agreement with Shopify. Section 17 contains additional Shopify-related terms.

2. Who you contract with

2.1 One contract per App, with the company shown in the Schedule. For each App, your contract is only with the company listed for that App in the Schedule at the time you install or first use the App, as later updated under Section 2.5 (the "Provider"). "We", "us" and "our" mean that Provider only.

2.2 Separate companies, separate contracts. The companies listed in the Schedule are separate legal entities. Using the same Terms, the brand "Essential Apps", a common website, a common support channel or shared technical infrastructure does not: (a) make any company a party to another company's contract with you; (b) make any company jointly or severally liable for another company's obligations; or (c) create a partnership, joint venture, agency or group contract. If you use several Apps, you have a separate contract with the Provider of each App.

2.3 Affiliates and service providers. A company in the Schedule may provide services, infrastructure, personnel or support to another company's App (an "Affiliate Service Provider"). An Affiliate Service Provider acts only for and on the instructions of the Provider of that App, as its subcontractor and, where it processes personal data, its sub-processor under the DPA. The Provider remains responsible to you for the acts and omissions of its Affiliate Service Providers in performing the Provider's obligations, as if they were its own, subject to Section 13.

2.4 Mandatory law and actual responsibility. Nothing in Sections 2.2, 2.3 or 13.8 excludes or limits any liability that a company has under mandatory law, or for its own conduct in a role it actually performs in its own right. This includes acting as a controller of personal data, or committing intentional wrongdoing or gross negligence.

2.5 Change of Provider. The Provider may transfer its contract with you for an App to another company, including another company in the Schedule, as part of a transfer of the App or its business. We will give you at least 30 days' notice by email to your Store's contact email address. The transfer takes effect on the date stated in the notice. You may uninstall the App before that date without charge for the period after uninstallation, as described in Section 5. The new Provider takes over all rights and obligations from the effective date. The previous Provider remains responsible for its own acts and omissions before that date, subject to Section 13.

3. Acceptance, authority and versions

3.1 Acceptance. You accept these Terms by any of the following: clicking a button or checkbox that refers to them; installing, re-installing or approving charges for an App after these Terms have been made available to you; or continuing to use an App after the effective date of a notified change under Section 16.

3.2 Authority. The person who installs or uses an App confirms that they have authority to bind the Merchant. A Shopify store owner or staff member with permission to install apps is treated as having that authority.

3.3 Versions. Each version of these Terms has a version number and effective date. Previous versions are available on request from support@essential-apps.com. The version that applies to a claim is the version in force when the event giving rise to the claim occurred.

4. The Services

4.1 Licence. Subject to these Terms and payment of applicable fees, the Provider grants you a non-exclusive, non-transferable, non-sublicensable, revocable right to use the App on your Store during the term of your contract, for your internal business purposes.

4.2 What the Apps do. The functionality of each App is described in its App Store listing and documentation. Features may differ by plan. We may change, add or remove features. If we remove a material paid feature during a paid billing period, you may uninstall and, on request, receive a pro-rata credit for the unused part of that period as your sole remedy.

4.3 Configuration is yours. The Apps are tools. You decide which offers, products, discounts, prices, conditions, texts, designs, placements and targeting rules to use ("Configuration"). The App executes your Configuration on the Shopify platform. We do not choose your prices, discounts or offers, and we do not review your Configuration.

4.4 Third-party platform and components. The Apps run on, and depend on, the Shopify platform, Shopify APIs, Shopify Functions, Shopify checkout, your theme, other apps you install, and our hosting and infrastructure providers (listed in the DPA). These components are outside our control. Changes, failures, limits or decisions by any of them may affect the Services.

4.5 Beta and free features. Features marked beta, preview, experimental or similar, and all Services provided on a free plan or during a free trial, are provided "as is" without any commitment, subject to Section 13.1.

4.6 Support. We provide support by email at support@essential-apps.com and through the in-App help channel, on a reasonable-efforts basis, without a guaranteed response or resolution time unless your plan says otherwise.

5. Fees and billing

5.1 Shopify Billing. All fees for the Apps are charged through Shopify's billing system and appear on your Shopify invoice. Shopify's billing terms apply to payment collection.

5.2 Plans, usage-based pricing and automatic tier changes. Plans, prices, trial periods and the metrics that determine your tier (for example, revenue attributed to App offers) are shown in the App and on its App Store listing. For usage-based or tiered plans, you authorise the Provider to charge, up to the capped amount you approved in Shopify, the fee for the tier your usage reaches in a billing period. This applies even if you selected a lower plan. Usage metrics are calculated by the Provider from the data available to it, and that calculation is binding unless it contains a demonstrable error.

5.3 Attribution. "Attributed revenue" and similar metrics are calculated by the App's attribution method, as described in the App's documentation. They are a commercial measure for pricing and reporting. They are not a statement that the App caused any sale or that you would not otherwise have made it.

5.4 Refunds and credits. Fees are non-refundable, except: (a) automatic proration credits that the App issues on certain plan downgrades, under the App's billing rules; (b) credits we decide to grant at our discretion, which are not an admission of fault or a waiver of any right; and (c) where refunds are required by mandatory law. Credits are issued as Shopify app credits.

5.5 Taxes. Fees exclude taxes unless stated otherwise. Shopify may collect applicable taxes.

5.6 Price changes. We may change prices with at least 30 days' notice. Where Shopify requires it, changes to a subscription take effect only once you approve them in Shopify.

6. Your responsibilities

6.1 Testing and monitoring. Because the Apps can change what your customers see, the contents of their carts and the prices and discounts applied at checkout, you must: (a) review and test every new or changed Configuration, including each discount, price, quantity limit, condition and post-purchase offer, before publishing it and after any material change to your Store, theme, markets, currencies or other apps; (b) monitor your orders, discounts and prices regularly, and in any case at least weekly while offers are published, for unexpected results; (c) set discounts, quantity limits and conditions that you can afford to have applied to all eligible orders; and (d) promptly unpublish an offer or disable the App if you notice unexpected behaviour.

6.2 Report problems promptly. You must report any suspected error, security issue or unexpected pricing or discount behaviour to support@essential-apps.com without undue delay, and in any case within 72 hours of becoming aware of it. You must give us reasonable information and cooperation to investigate.

6.3 Mitigate losses. You must take reasonable steps to limit any loss, including those in Section 6.1(d). The Provider is not liable for loss that you could have avoided by taking reasonable steps.

6.4 Access security. You are responsible for the security of your Shopify account and staff accounts, for who you allow to install and configure apps, and for activity under those accounts. Tell us immediately if you suspect unauthorised access to the App through your account.

6.5 Your legal compliance. You are responsible, as the seller, for complying with the laws that apply to your Store and to your offers. This includes: (a) consumer protection and price-indication rules (including rules on reference prices, discount claims, countdown timers and urgency messages); (b) tax; (c) subscription and auto-renewal laws, where you use subscription offers; and (d) privacy and cookie-consent requirements towards your customers, including informing them about the Apps you use and obtaining any consent required under applicable law.

6.6 Your content and products. You are responsible for the products, images, texts and other content you add to the Apps, and for having the rights to use them.

6.7 Backups and records. You are responsible for keeping your own records of your Configuration and of your orders. Shopify remains the system of record for your orders.

7. Acceptable use

You must not, and must not allow others to: (a) use the Services in breach of law, Shopify's terms or the rights of others; (b) probe, scan, test the vulnerability of, or circumvent security of the Services, except as permitted under a responsible-disclosure process we publish; (c) reverse-engineer, decompile or copy the Apps, except to the extent mandatory law permits; (d) interfere with the Services or other merchants' use of them, or overload them, including through automated requests; (e) use the Services to deliver malicious code, misleading offers or unlawful content; or (f) resell or sublicense the Services.

8. Data protection

8.1 DPA. The DPA, available at https://essential-apps.com/legal/dpa, forms part of your contract. It applies when the Provider processes personal data on your behalf as a processor.

8.2 Our own data. The Provider processes some data as an independent controller, for example your account, billing, support and marketing contact data, and service analytics and security data. That processing is described in each App's privacy policy.

8.3 Aggregated data. The Provider may create and use aggregated or de-identified data that does not identify you, your customers or any individual, to operate, secure and improve the Services and for statistics. The Provider will not attempt to re-identify such data.

9. Security

9.1 Our measures. The Provider implements the technical and organisational security measures described in the DPA. We review them from time to time.

9.2 No absolute security. No system is completely secure. We do not represent or guarantee that the Services will be free from vulnerabilities, unauthorised access, attacks or data loss. Our obligation is to apply appropriate measures, as required by applicable law and the DPA.

9.3 Security incidents. We will notify you of personal data breaches as set out in the DPA. For other security incidents materially affecting your Store's use of an App, we will inform you without undue delay once we have confirmed the incident and its impact on you, unless law enforcement or a regulator asks us to delay.

9.4 Emergency measures. We may immediately and without prior notice suspend, disable or roll back all or part of an App for some or all merchants, unpublish offers, disable discounts or post-purchase offers, rotate credentials, or require re-authorisation, if we reasonably believe this is necessary to: (a) prevent or contain a security incident, malicious code or unauthorised access; (b) prevent incorrect prices, discounts or charges; (c) comply with law or a request from Shopify or a competent authority; or (d) protect the integrity of the Services or other merchants. We will tell you as soon as reasonably practicable and restore the affected Services once the reason no longer applies. These measures are not a breach of these Terms.

9.5 Your security obligations. Section 6.4 applies.

10. Availability and changes

10.1 No service level. The Services are provided on an "as available" basis. We do not guarantee that the Services will be available at any particular time, or uninterrupted, timely or error-free. We do not offer a service-level agreement unless one is set out in a separate signed agreement.

10.2 Maintenance. We may carry out planned and emergency maintenance. Where reasonably possible, we will schedule planned maintenance to limit the impact on storefronts.

10.3 Platform-dependent behaviour. The Apps may stop working, or work differently, because of changes, outages, rate limits, deprecations, review decisions, suspensions or other actions by Shopify or by our infrastructure providers. Section 13 applies to any resulting loss. Where reasonably possible, we will adapt the App within a reasonable time. We are not obliged to keep supporting a feature that Shopify no longer permits or supports.

10.4 Storefront failure mode. Some App features run on your storefront and at checkout. If an App or our servers are unavailable, App offers may not be displayed or applied, while your Store, cart and checkout generally continue to function through Shopify. This is the expected failure mode and is not, on its own, a failure of your Store.

11. Intellectual property

11.1 Ours. The Provider (or its licensors) owns all rights in the Apps, Services, documentation, designs, templates and underlying technology. Nothing in these Terms transfers them to you.

11.2 Yours. You keep all rights in your content, products and store data. You grant the Provider a non-exclusive, worldwide licence to host, process, display and transmit them only as needed to provide, secure and support the Services and as described in Section 8.

11.3 Feedback. If you give us suggestions or feedback, we may use them without obligation to you.

12. Warranties and disclaimers

12.1 Our commitment. The Provider will provide the Services with reasonable skill and care, in line with these Terms.

12.2 NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". THE PROVIDER AND ITS AFFILIATES DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY. THIS INCLUDES ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, UNINTERRUPTED OR ERROR-FREE OPERATION, OR SECURITY.

12.3 NO RESULTS GUARANTEED. THE APPS ARE DESIGNED TO HELP MERCHANTS PRESENT OFFERS. THE PROVIDER DOES NOT GUARANTEE ANY INCREASE IN SALES, REVENUE, AVERAGE ORDER VALUE, CONVERSION RATE OR PROFIT. Statistics, examples, case studies, recommendations and attribution figures are illustrative or estimated.

12.4 Recommendations. Product recommendations and suggestions generated by an App (including those using Shopify's recommendation APIs or automated logic) may be incomplete or unsuitable. You decide whether to use them.

13. Limitation of liability

13.1 What is never limited. Nothing in your contract excludes or limits any liability that cannot be excluded or limited under applicable law. This includes liability for: (a) intentional wrongdoing (intent) or gross negligence; (b) death or personal injury caused by negligence; (c) fraud or fraudulent misrepresentation; (d) your obligation to pay fees; or (e) your liability for breach of Section 7 or infringement of our intellectual property. Where applicable law permits liability to be limited but not excluded, it is limited to the maximum extent permitted.

13.2 Excluded losses. Subject to Section 13.1, the Provider is not liable for any of the following, whether direct or indirect, and whether or not foreseeable: (a) loss of profits, revenue, sales, turnover or business; (b) loss of anticipated savings; (c) loss of business opportunity, contracts or customers; (d) loss of goodwill or damage to reputation; (e) business interruption, including downtime of your Store or of App features; (f) loss of margin, or the difference between the price you intended to charge and the price actually charged, including the value of discounts, free items, shipping discounts or post-purchase offers applied to orders; (g) loss, corruption or unavailability of data, except the reasonable cost of restoring it from the Provider's own backups, where these exist; (h) costs of procuring substitute services; and (i) any indirect, special, incidental, consequential or punitive loss.

13.3 Liability cap. Subject to Sections 13.1 and 13.2, the total aggregate liability of the Provider and its Affiliates, and of all their directors, officers, employees and contractors together (the "Provider Parties"), arising out of or in connection with an App is limited to the greater of: (a) the fees actually paid by you to the Provider for that App in the 12 months before the first event giving rise to liability; and (b) US$100 (one hundred US dollars). Fees paid for other Apps, including Apps of the same Provider, do not increase the cap.

13.4 How the cap applies. The cap in Section 13.3: (a) is an aggregate cap, not a per-claim cap. It is the maximum for all claims together, during the entire term of your contract for that App and afterwards; (b) applies to every legal basis, including contract, tort or delict (including negligence), breach of statutory duty, misrepresentation, restitution, indemnity, and claims under the DPA; (c) covers all Provider Parties together. A claim against an Affiliate, a director, an employee or a contractor of the Provider about the App is counted against, and limited by, the same cap; (d) applies once to related events. Claims arising from the same event, or from a series of connected events with the same or related cause, including one security incident or one defect affecting several features, Stores or periods, are treated as one event and fall under one cap. That cap is calculated by reference to the first event in the series; (e) applies per App. If one event affects several Apps you use, each Provider's liability for its own App is subject to that App's cap. You cannot recover under one App's cap for loss caused by another App. Each Provider is liable only for loss caused by its own App; (f) is reduced by amounts already paid in respect of other claims under the same cap.

13.5 Shared infrastructure. If an incident in infrastructure or services shared by several companies in the Schedule affects an App, the Provider of that App is responsible to you, subject to this Section 13. No other company in the Schedule is liable to you for that App merely because it operates, owns or shares the affected infrastructure. Sections 2.3 and 2.4 apply.

13.6 One limitation structure. This Section 13 is the only limitation of liability between you and the Provider for an App. It applies to these Terms, the DPA, the App's processing details and any other document forming part of your contract for that App, unless a signed agreement expressly provides otherwise. Liability under the DPA does not create a separate or additional cap.

13.7 Data protection liability. Nothing in your contract limits: (a) the rights of individuals (data subjects) against you or the Provider under data protection laws; or (b) the powers of supervisory authorities. As between you and the Provider, however, each party's liability to the other under or in connection with data protection laws is subject to this Section 13, to the extent permitted by law.

13.8 Affiliates and personnel. To the extent permitted by law: (a) you agree not to bring any claim about an App personally against the Provider's Affiliates, directors, officers, employees or contractors, but only against the Provider; and (b) those persons may rely on this Section 13. This Section does not affect liability that a person has under mandatory law or for its own conduct in a role it performs in its own right (Section 2.4).

13.9 Notice of claims. To be entitled to compensation, you must notify the Provider in writing of any claim, with reasonable details, within 90 days of becoming aware, or of the date when you should reasonably have become aware, of the circumstances giving rise to it.

13.10 Your contribution. The Provider's liability is reduced to the extent that loss was caused or contributed to by: (a) your Configuration; (b) your failure to comply with Section 6; (c) your theme, other apps or third-party code; or (d) Shopify or third-party platforms (Section 4.4).

13.11 Why these limits exist. The fees for the Apps are low compared with the volume of transactions they may affect. The Provider could not offer the Apps at these prices without these limits. You can control your exposure by testing, monitoring and choosing your Configuration (Section 6). You confirm that you have had the opportunity to read this Section 13 before using the Apps.

14. Your indemnity

You will indemnify the Provider Parties against third-party claims (including claims by your customers and authorities), and related reasonable costs, arising from: (a) your Configuration, offers, products or content; (b) your breach of Sections 6.5 or 7; or (c) your breach of law. This does not apply to the extent the claim is caused by the Provider's breach of these Terms. The Provider will notify you of the claim promptly, let you control the defence, and cooperate reasonably at your cost.

15. Term, termination and uninstalling

15.1 Term. Your contract for an App starts when you install it or accept these Terms (if earlier) and continues until terminated.

15.2 Your termination. You may terminate at any time by uninstalling the App from your Store. Fees already charged are not refunded except under Section 5.4.

15.3 Our termination.

• The Provider may terminate your contract for an App for convenience on 30 days' notice.

• The Provider may terminate immediately by notice, or by disabling the App for your Store, if you materially breach these Terms, if required by law or Shopify, or if continuing would expose the Provider to material legal or security risk.

• The Provider may discontinue an App on 60 days' notice. If it does, it will issue a pro-rata credit for any prepaid period after discontinuation.

15.4 Effect of uninstalling. When an App is uninstalled:

• Shopify stops the App's access to your Store.

• App storefront features stop working. You are responsible for removing any App blocks or code left in your theme.

• Personal data is deleted as described in the DPA and the App's privacy policy, including after Shopify's shop data deletion request. Some data is kept where required for legal, tax, accounting or dispute purposes.

15.5 Reinstalling. If you reinstall an App, a new contract is formed on the version of these Terms then in force. The App may restore your previous Configuration if it is still available.

15.6 Survival. Sections 5 (for fees accrued), 8, 11, 12, 13, 14, 15.4–15.6, 17, 18 and 19 survive termination.

16. Changes to these Terms

16.1 How we change the Terms. We may change these Terms, the DPA or the Schedule. For changes that materially reduce your rights or increase your obligations, we will give you at least 30 days' notice by email to your Store's contact email address, and by a notice in the App or on its listing where reasonably possible. Other changes take effect on publication.

16.2 Your options. If you do not agree to a change, you may uninstall the App before the change takes effect. If you continue to use the App after the effective date, you accept the change.

16.3 Changes required by law. Changes required by law, by Shopify or by a supervisory authority may take effect sooner, if necessary.

16.4 Old events. A change does not apply to events that occurred before it took effect (Section 3.3).

17. Shopify-related terms

17.1 Shopify is not a party to your contract with the Provider and has no liability under it.

17.2 Your use of the App is also subject to the Shopify Terms of Service and, where applicable, the Shopify API License and Terms of Use. If these Terms conflict with Shopify's mandatory requirements for apps, Shopify's requirements prevail to the extent of the conflict.

17.3 Payments for the App are processed by Shopify. Shopify may suspend or remove an App, or the Provider's access to the Shopify platform. Section 10.3 and Section 13 apply to the consequences.

17.4 The App accesses only the store data and permissions that you approve in Shopify. The Provider uses Shopify data in accordance with Shopify's requirements, including its requirements for protected customer data.

18. Governing law and disputes

18.1 Law. Your contract, and any non-contractual obligations arising from or in connection with it, are governed by the laws of the Republic of Lithuania. The UN Convention on Contracts for the International Sale of Goods does not apply.

18.2 Negotiation first. Before starting proceedings, the party with a dispute must notify the other in writing. Both parties will try to resolve it in good faith for 30 days. This does not prevent either party from seeking urgent interim relief.

18.3 Courts. The courts of the Republic of Lithuania, sitting in Vilnius, have exclusive jurisdiction over any dispute arising out of or in connection with your contract, as determined by Lithuanian procedural rules.

18.4 Mandatory rights. Sections 18.1 and 18.3 do not deprive you of any protection or forum you are entitled to under mandatory law that cannot be excluded by agreement.

19. General

19.1 Force majeure. The Provider is not liable for failure or delay caused by events beyond its reasonable control, such as:

• outages, decisions or changes by Shopify or by internet, cloud, hosting, DNS or network providers

• natural events, epidemics, war, sanctions or government action

• large-scale cyberattacks on third-party infrastructure.

This does not excuse failures of the Provider's own security measures that it was required to maintain.

19.2 Assignment. You may not transfer your contract without the Provider's consent. The Provider may transfer its contract under Section 2.5.

19.3 Notices.

• Notices to you may be sent to your Store's contact email address, the email associated with your Shopify account, or within the App.

• Notices to the Provider must be sent to support@essential-apps.com, with "Legal notice – [App name]" in the subject line, or to the Provider's registered office shown in the Schedule.

19.4 Entire agreement. The documents listed in Section 1.3 are the entire agreement for each App. They replace all earlier terms about it, including the "Terms & Conditions" previously published at essential-apps.com, from the date your contract becomes subject to these Terms.

19.5 Severability. If a provision is invalid or unenforceable, it applies to the maximum extent permitted, and the rest remains in force. In particular, if any part of Section 13 is found unenforceable, the remaining limitations still apply, and the affected limitation applies to the maximum extent permitted by law.

19.6 No waiver. Failing to enforce a right is not a waiver of it.

19.7 Third parties. Only you, the Provider and (for Section 13) the Provider Parties have rights under your contract.

19.8 Language. These Terms are written in English. Translations are for convenience only. The English version prevails.

19.9 Independent parties. Nothing in these Terms creates an employment, agency, partnership or joint-venture relationship.

Annex A — Contracting Entities

Your contract for each App is only with the company listed next to that App. Essential Apps is a shared brand used by separate, independent companies. No company is a party to, or responsible for, another company's App, unless this Annex expressly says so.

A.1 Apps covered by these Terms

Where an App has additional terms, they are in the Annex shown and apply only to that App.

A.2 Company details

UAB Essential Upsells: private limited liability company, Republic of Lithuania · company code 307589579 · VAT code LT100020942015 · registered office Baltupio g. 45-27, LT-08324 Vilnius, Lithuania · Register of Legal Entities of the Republic of Lithuania · notices, privacy and data protection: support@essential-apps.com

UAB Essential apps: private limited liability company, Republic of Lithuania · company code 306227239 · VAT code LT100015773711 · registered office Baltupio g. 45-27, LT-08324 Vilnius, Lithuania · Register of Legal Entities of the Republic of Lithuania · notices, privacy and data protection: support@essential-apps.com

A.3 Role of UAB Essential apps for Essential Upsell & Cross Sell

UAB Essential apps operated Essential Upsell & Cross Sell until 3 April 2026. Since that date, UAB Essential Upsells has operated the App and is the Provider.

UAB Essential apps provides services to UAB Essential Upsells under a written services agreement: support desk, email platform, the `essential-apps.com` domain (including the App's analytics endpoint) and source-code hosting. In doing so it acts only as a service provider and sub-processor of UAB Essential Upsells. It is not a party to your contract for Essential Upsell & Cross Sell and does not supply that App to you. UAB Essential Upsells is responsible to you for it as provided in these Terms and in the DPA.

UAB Essential Upsells has no role in any other App.

A.4 Changes

We may add Apps to this Annex. Adding an App does not change any existing contract. Changing the company for an existing App is a transfer of that contract under Section 2.5, with at least 30 days' email notice.

Annex E — Additional Terms: Essential Estimated Delivery Date

These additional terms apply if you use Essential Estimated Delivery Date (the "App"), provided by UAB Essential apps. Section 13 of these Terms (Limitation of liability) applies to everything in this Annex.

E.1 Dates are estimates from your settings

The App calculates delivery dates only from the settings you enter, such as processing times, shipping times, cut-off times, holidays and markets. It does not know about carrier delays, stock problems or other events. Dates shown are estimates.

E.2 Your delivery promises

Delivery dates shown to customers are your representations to them. You are responsible for: (a) keeping your settings accurate and updating them for holidays, carrier changes and peak periods; (b) the wording shown with dates (for example "estimated" or "expected"), so customers are not misled; and (c) complying with consumer law on delivery, for example delivering within the time you indicate (or, if none, within 30 days under EU consumer law), informing customers of delays and offering cancellation and refunds where required (for example under the US FTC Mail, Internet, or Telephone Order Merchandise Rule).

E.3 No liability for late deliveries

We are not responsible for deliveries that arrive later than the dates shown, or for customer claims, refunds or chargebacks arising from them (Terms §13.2), except as Terms §13.1 provides.

Annex K — Additional Terms: Essential Checkout Customizer

These additional terms apply if you use Essential Checkout Customizer (the "App"), provided by UAB Essential apps. They add to these Terms. Section 13 of these Terms (Limitation of liability) applies to everything in this Annex.

K.1 Your rules control your checkout

The App lets you change what customers see and can do at checkout. You decide the rules: hiding or renaming payment and delivery methods, blocking checkouts that meet conditions, discounts and offers. The App runs them inside Shopify's checkout on your instructions.

K.2 Test before and after publishing

Because a rule can stop customers from completing a purchase or remove payment or delivery options, you must: (a) test each new or changed rule on a test or development store, or with a test order, before activating it; (b) re-test after changes to your markets, shipping settings, payment providers, products or other checkout apps; and (c) monitor your conversion and checkout completion after activating rules, and deactivate a rule promptly if you see unexpected results. Terms §6.1–6.3 and §13 (including the exclusion of lost sales and business interruption) apply.

K.3 Your legal responsibilities

You are responsible for making sure your rules comply with the law where you sell, including: (a) consumer law: customers must still receive mandatory information (prices, delivery costs, payment terms), and renamed delivery or payment options must not mislead; (b) payment rules, for example limits on surcharging and on refusing or restricting payment methods; (c) non-discrimination and geo-blocking rules, for example the EU Geo-blocking Regulation, which restricts treating customers differently based on nationality or place of residence; and (d) the content of messages and validation errors shown to customers.

K.4 Customer details in rules

If you enter customers' personal data into a rule (for example an email address to block), you are the controller of that data. You must have a lawful basis for it and remove it when no longer needed or when the customer asks you to delete their data.

K.5 Shopify checkout changes

Checkout customisation depends on Shopify's checkout, Functions and extension capabilities, which Shopify may change, limit or restrict by plan. We will adapt the App where reasonably possible, but we are not responsible for features Shopify withdraws or changes (Terms §10.3).

Annex L — Additional Terms: Essential Loyalty Program & Rewards

These additional terms apply if you use Essential Loyalty Program & Rewards (the "App"), provided by UAB Essential apps. They add to these Terms. If they conflict, these additional terms prevail for the App. Section 13 of these Terms (Limitation of liability) applies to everything in this Annex.

L.1 It's your programme

L.1.1 The loyalty programme, its points, tiers, referral rewards and rewards are your offer to your customers. You decide the rules. The App runs them on your instructions.

L.1.2 You are responsible for: (a) publishing programme terms for your customers (how points are earned, their value, expiry, exclusions, changes and termination of the programme) and keeping them accurate; (b) complying with the laws that apply to loyalty programmes, rewards, gift cards and store credit where you sell. These include consumer protection, price-indication and promotions law, tax treatment of rewards and store credit, and gift card and unclaimed property (escheatment) laws in the US; (c) the rewards you grant and honour: discounts, free products, free shipping, store credit and gift cards are your obligations to your customers, not ours.

L.2 Rewards with monetary value

L.2.1 The App creates store credit and discount codes (and, where enabled, gift cards) in your Shopify store when customers redeem points or when your rules award them. These have real value to your customers and cost to you.

L.2.2 You are responsible for setting point values, reward values and limits that you can afford, for testing them before launch and after changes (Terms §6.1), and for monitoring the rewards issued.

L.2.3 Section 13.2 of the Terms (excluded losses, including loss of margin and the value of discounts, credits and gift cards) and the liability cap apply to any claim relating to rewards, including rewards issued because of incorrect settings, duplicate events or a defect.

L.2.4 Corrections. If rewards or points are issued in error, we may help you reverse or adjust them where Shopify allows. We are not obliged to recover value already used by customers.

L.3 Fraud and abuse

L.3.1 Loyalty and referral programmes can be abused, for example through self-referrals, fake accounts, refunded orders or fake submissions. You are responsible for: (a) choosing safeguards the App offers (such as manual approval of submissions and referral rules). The App's referral checks are limited: a referred friend's reward is granted at sign-up, and points are reversed on refunds but not on cancellations without a refund; (b) reviewing suspicious activity; and (c) deciding how to deal with abusive customers.

We do not guarantee that the App will detect or prevent fraud.

L.4 Customer data and communications

L.4.1 You are the controller of your customers' loyalty data (see the DPA). You are responsible for informing your customers in your privacy policy that you run a loyalty programme using a third-party app, and for any consent you need, for example to collect birthdays or to send marketing.

L.4.2 Programme emails are sent in your store's name through our email provider. They include an unsubscribe link and measure opens and clicks. You are responsible for the content and for making sure promotional emails comply with marketing laws (for example CAN-SPAM and EU/UK e-privacy rules). Delivery is not guaranteed.

L.4.3 Customer submissions. If you let customers submit photos or text to earn points, you are responsible for reviewing them, for your right to use them, and for removing unlawful content.

L.4.4 Connected services. Klaviyo, Judge.me and other tools you connect act under your own agreements with them. We are not responsible for them.

L.5 Uninstalling

When you uninstall the App, the programme stops: customers can no longer earn or redeem points through the App. Rewards already issued in Shopify (discount codes, store credit, gift cards) remain in your store and remain your obligation. Your programme data is deleted after Shopify's shop deletion request, so export anything you need before uninstalling. You are responsible for telling your customers if you end your programme.

L.6 No guarantee of results

We do not guarantee any increase in retention, repeat purchases or revenue (Terms §12.3).

Annex P — Additional Terms: Essential Preorder & Back in Stock

These additional terms apply if you use Essential Preorder & Back in Stock (the "App"), provided by UAB Essential apps. They add to these Terms. If they conflict, these additional terms prevail for the App. Section 13 of these Terms (Limitation of liability) applies to everything in this Annex.

P.1 You are the seller

P.1.1 Preorders, partial payments, deferred payments and back-in-stock alerts are your offers to your customers. You decide the terms. The App executes your settings and instructions.

P.1.2 You are responsible for complying with the laws that apply to selling products that are not yet available, including: (a) giving customers clear information before purchase about the expected shipping or availability date, what they pay now and later, and when the remaining balance will be charged; (b) delivering within the time you stated (or, where no time is stated, within the period required by law, for example 30 days under EU consumer law), telling customers about delays and offering cancellation and refunds where the law requires (for example under the US FTC Mail, Internet, or Telephone Order Merchandise Rule); (c) consumers' withdrawal, cancellation and refund rights; (d) Shopify's requirements for deferred purchases and purchase options, including showing your policies at checkout.

P.2 Charging remaining balances

P.2.1 The App charges a customer's remaining balance only when you instruct it to, either through an action in the App or through a Shopify Flow action you set up. It uses the payment method and authorisation the customer gave through Shopify's checkout.

P.2.2 Before you instruct a charge, you are responsible for: (a) checking that the right orders and amounts are selected; (b) making sure the customer agreed to be charged later, and that the timing matches what you told them; and (c) handling failed payments, refunds, disputes and chargebacks with your customers.

P.2.3 Payments are processed by Shopify and its payment providers, not by us. We are not responsible for payment authorisation, declines, payment method expiry, currency conversion or the actions of payment providers.

P.2.4 Section 13.2 of the Terms (excluded losses) and the liability cap apply to any claim relating to charges, including charges made on incorrect instructions or settings.

P.3 Fulfilment, inventory and holds

P.3.1 The App can hold fulfilment until a release date, release holds and update inventory according to your settings. You are responsible for checking these settings and for monitoring your orders and inventory. In particular, review preorder limits to avoid selling more than you can deliver.

P.4 Back-in-stock alerts and customer communications

P.4.1 You are the controller of your customers' contact details collected for alerts (see the DPA). You are responsible for: (a) the text of the sign-up form and consent wording, and the information you give customers in your privacy policy; (b) having a lawful basis and any consent required to contact customers, including for SMS (for example under the US TCPA and state rules) and for marketing emails (for example under CAN-SPAM and EU/UK e-privacy rules); (c) the content of emails sent in your name by the App.

P.4.2 Connected services. If you connect Klaviyo, Omnisend or another tool, we send sign-ups to it on your instruction. That tool is your provider under your own agreement with it. We are not responsible for its acts, its availability, or messages it sends.

P.4.3 Emails are sent through our email provider in your store's name. Deliverability is not guaranteed. Alerts may be delayed or not delivered, for example because of spam filtering, bounces, unsubscribe status or provider outages.

P.5 AI support assistant

P.5.1 The App's in-app support assistant gives automated answers generated by artificial intelligence. Answers may be incomplete or wrong. They are not legal, tax or financial advice. Check important settings yourself, or ask for a person through the assistant. P.5.2 Don't share customer personal data, passwords or payment details in the assistant.

P.6 No guarantee of sales

The App helps you capture demand for unavailable products. We do not guarantee any number of preorders, sign-ups, conversions or revenue (Terms §12.3).

Annex S — Additional Terms: Essential AI SEO: AI Blog Post

These additional terms apply if you use Essential AI SEO: AI Blog Post (the "App"), provided by UAB Essential apps. Section 13 of these Terms (Limitation of liability) applies to everything in this Annex.

S.1 AI-generated content

S.1.1 The App uses third-party artificial intelligence models to generate text and images ("Output") from your requests. Output is produced automatically and may be inaccurate, incomplete, outdated, similar to other content, or unsuitable for your purpose.

S.1.2 Review before you publish. You are responsible for reviewing and editing Output before it is published. That includes checking facts, product and health claims, prices, legal statements, links and images. Where you set the App to publish automatically, you accept Output as published.

S.1.3 You are the publisher. Content published on your store is your content. You are responsible for it, including compliance with advertising, consumer-protection and product-claim rules, and with the rights of others (copyright, trade marks, personality and privacy rights).

S.2 Rights in Output

As between you and us, we claim no rights in Output generated for you, and you may use it for your business, subject to the AI providers' terms and applicable law. Because Output is generated automatically, we do not guarantee that it is original, that it is protected by copyright, or that it does not resemble third-party content.

S.3 Your requests

Do not include in your requests personal data about other people, confidential information, or content you don't have the right to use. Requests are sent to our AI providers to generate Output (see the App's privacy policy).

S.4 AI transparency

Where the law requires you to disclose that content was generated or manipulated by AI, you are responsible for doing so. Examples are the EU AI Act's transparency obligations for AI-generated text published to inform the public, and rules on AI-generated images.

S.5 Availability of AI features

AI features depend on third-party providers that may change models, limits or terms, or be unavailable. We may change the AI models we use. Generation limits per plan apply as shown in the App.

Annex T — Additional Terms: Essential CRO Split A/B Testing

These additional terms apply if you use Essential CRO Split A/B Testing (the "App"), provided by UAB Essential apps. They add to these Terms. Section 13 of these Terms (Limitation of liability) applies to everything in this Annex.

T.1 Changes to your theme

T.1.1 Theme and template tests show some visitors a different theme or template, and may change or swap theme assets in your store. The App does not copy or back up your themes: when you pick a winning theme it is published, and the other theme stays in your store unpublished. For template tests, the App saves the original template content before replacing it. You are responsible for: (a) keeping your own backup of your live theme before starting a test; (b) checking every variant on desktop and mobile before you start a test, including checkout, cart, forms and other apps; and (c) monitoring your store while a test runs, and ending a test promptly if something breaks.

T.1.2 Other theme changes you or other apps make during a test may conflict with the test. We are not responsible for lost sales, broken pages or lost theme customisations caused by tests (Terms §13.2), except as Terms §13.1 provides.

T.2 Consent and your visitors

T.2.1 The App measures visitors' behaviour. You are the controller of this data (see the DPA). You are responsible for: (a) telling visitors in your privacy and cookie notices that you run experiments using a third-party app; and (b) obtaining any consent required for experimentation and measurement where you sell, for example through a cookie banner that uses Shopify's Customer Privacy API.

T.2.2 Shopify sends the App's measurement events only where its consent settings allow analytics. The App stores a random visitor identifier and the assigned variant in the visitor's browser storage before consent, so the experience stays the same; include this in your consent management.

T.3 Fair testing

You are responsible for making sure your tests comply with consumer law. For example, variants must not show misleading information, hide mandatory information or create unlawful differences in how customers are treated.

T.4 Results are statistical estimates

Test results, winners, confidence levels and projections are statistical estimates. They can be affected by sample size, traffic quality, seasonality, bots and other factors. We do not guarantee that a variant declared a winner will improve your sales (Terms §12.3). Decisions you make based on results are yours.

Annex U — Additional Terms: Essential Subscriptions App

These additional terms apply if you use Essential Subscriptions App (the "App"), provided by UAB Essential apps. If they conflict with the Terms, these additional terms prevail for the App. Section 13 of these Terms (Limitation of liability) applies to everything in this Annex.

U.1 Your subscriptions, your terms

U.1.1 Subscriptions are your contracts with your customers. You decide the products, prices, frequency, discounts, minimum commitments, cancellation and refund rules. The App runs them on your instructions.

U.1.2 You are responsible for complying with the laws on subscriptions and automatic renewals where you sell, including: (a) clear disclosure before purchase of the price, billing frequency, that the subscription renews automatically until cancelled, any minimum number of payments, and how to cancel; (b) obtaining the customer's express consent to recurring charges; (c) sending reminders and notices where required, such as before renewals or price changes, or for free-trial conversions; (d) providing cancellation that is easy and available online, without obstruction; and (e) consumer withdrawal and refund rights. These include US state automatic-renewal laws (for example California's), FTC rules and guidance on negative-option offers, EU consumer law and UK subscription contract rules.

U.1.3 Minimum commitments and retention flows. If you set a minimum number of payments, the App will block online cancellation in the customer portal until it is reached. You must disclose this clearly before purchase. You are responsible for making sure that retention surveys, offers and minimum commitments are lawful where you sell.

U.2 Automatic charges

U.2.1 The App instructs Shopify to charge your customers automatically on each billing date, and to retry failed payments according to your dunning settings. Payments are processed by Shopify and its payment providers, not by us.

U.2.2 You are responsible for: (a) checking your selling plans, prices, billing dates and dunning settings, including after imports and changes; (b) monitoring charges and failed payments; and (c) refunds, disputes and chargebacks with your customers.

U.2.3 We are not responsible for payment declines, payment provider decisions, expired payment methods, currency conversion or charges made according to your settings. Section 13.2 of the Terms (excluded losses) and the liability cap apply to any claim relating to charges, including charges made because of incorrect settings, a defect or an outage.

U.3 Imports and migrations

When you import subscriptions from another app, you are responsible for the accuracy of the data you provide and for checking imported subscriptions before they are charged. You must have a lawful basis to transfer your customers' data.

U.4 Customer communications

Subscription emails are sent in your store's name, optionally from your own email domain. You are responsible for their content and legal requirements, and for configuring your domain's DNS records correctly. Delivery is not guaranteed.

U.5 Uninstalling

If you uninstall the App, subscriptions it manages will stop being billed and managed by the App. You are responsible for telling your customers and for moving or cancelling their subscriptions lawfully. Your customers' personal data is deleted after Shopify's shop deletion request, so export what you need first.