Terms of Use

1. Definitions

• App or Application: the Checkout Sentry software, made available on the Shopify App Store, including dashboard, integrations, APIs, alerts, and webhooks.
• IDCLIP, “we”: IDCLIP APLICATIVOS E SOLUÇÕES LTDA, developer and owner of the App.
• Merchant, “you”: the individual or legal entity that installs and uses the App on one or more Shopify stores under its administration.
• Store: the Merchant's e-commerce establishment hosted on the Shopify platform.
• Shopify: Shopify Inc. and its affiliates, providers of the e-commerce platform on which the App operates.
• Consumer: the end user/buyer who interacts with the checkout of the Merchant's Store.
• Monthly Revenue: the total value of orders completed through the Shopify checkout in the Store's “online store” sales channel, measured per billing cycle, understood as the 30 (thirty) day period corresponding to the Shopify Billing cycle applicable to the subscription, pursuant to Clause 5.2. It comprises the value of products plus shipping and taxes, less any discounts granted. Orders originating from other sales channels — such as physical point of sale (POS), marketplaces, social media, and manual or draft orders — are not counted.
• Personal Data: any information relating to an identified or identifiable natural person, under Law no. 13.709/2018 (LGPD, the Brazilian General Data Protection Law).
• Controller, Processor, Sub-processor, Data Subject, and Data Protection Officer: have the meaning assigned by the LGPD and by the Data Processing Addendum (DPA).

2. Purpose and service description

2.1. Checkout Sentry is a software-as-a-service (SaaS) solution that monitors the checkout of the Merchant's Shopify Store in real time, 24 hours a day, in order to detect failures, errors, and friction that may impact sales conversion and revenue — such as broken coupons, payment gateway outages, shipping errors, and silent drops in sales conversion.

2.2. The App may generate diagnostics, instant alerts (via dashboard, email, Slack, WhatsApp, and webhooks), and reports that help the Merchant identify the source of the problem (buyer, operations, shipping, or payment).

2.3. Checkout Sentry is a monitoring and diagnostic tool. It does not process payments, does not charge Consumers, does not alter the purchase flow, and does not replace the checkout, payment, or shipping systems of the Store or of Shopify.

3. Registration, installation, and account

3.1. Use of the App presupposes that the Merchant holds an active and regular Shopify account and authorizes, upon installation, the access scopes requested by the App.

3.2. The Merchant is responsible for the accuracy of the information provided and for safeguarding its credentials, and is liable for all activities carried out in its account.

3.3. The Merchant declares that it has the legal capacity and authority to contract the App on its own behalf or on behalf of the legal entity it represents.

4. License of use

4.1. Subject to compliance with these Terms and payment of applicable fees, IDCLIP grants the Merchant a limited, non-exclusive, non-transferable, revocable, and non-sublicensable license to use the App during the term of the subscription, exclusively for the purposes set out herein.

4.2. The Merchant may not, directly or indirectly: (a) copy, modify, translate, or create derivative works of the App; (b) reverse engineer, decompile, or attempt to obtain the source code; (c) resell, sublicense, rent, or make the App available to third parties; (d) circumvent technical or plan limitations; (e) use the App for unlawful purposes or in violation of third-party rights.

5. Plans, free trial, and payment

5.1. The App is offered in plans defined primarily by the Store's Monthly Revenue range, with distinct features and limits (for example, number of users and history retention period), as described on the App's page in the Shopify App Store.

5.2. Charges are processed exclusively through Shopify's billing system (Shopify Billing), invoiced in United States dollars (USD) and charged on a recurring basis every 30 days, unless otherwise stated in the contracted plan.

5.3. The subscription renews automatically at the end of each cycle (every 30 days, or according to the chosen frequency), through Shopify Billing, until the Merchant cancels the subscription as set out in Clause 12.

5.4. The revenue ranges indicated in each plan are recommendations. If the Store's Monthly Revenue exceeds the amount included in the contracted plan, an additional charge will apply to the excess, according to the percentage and conditions of the current plan described on the App's page in the Shopify App Store. The Merchant may upgrade to a higher-range plan at any time.

5.5. Paid plans may include a free trial period. At the end of the trial, plan billing begins automatically, unless the Merchant cancels beforehand.

5.6. Unless otherwise required by law, amounts paid are non-refundable. Price changes will be communicated with reasonable advance notice and applied to the next billing cycle.

6. Merchant obligations

6.1. The Merchant undertakes to:

• use the App in compliance with these Terms, with Shopify's policies, and with applicable law, including the LGPD and consumer protection rules;
• maintain, towards its Consumers, an adequate privacy policy and legal bases for the processing of Personal Data collected in its Store, in its capacity as Controller;
• be responsible for decisions made based on the App's diagnostics, alerts, and reports;
• not enter into the App any data it is not legally authorized to process.

7. Data protection

7.1. The processing of Personal Data within the App follows the Privacy Policy and the Data Processing Addendum (DPA), documents that form an integral part of these Terms for all purposes and are available at www.checkoutsentry.com.

7.2. Regarding the Personal Data of Consumers processed through the App, the parties acknowledge that, as a rule, the Merchant acts as Controller and IDCLIP acts as Processor, under the LGPD and the DPA.

7.3. By using the App, the Merchant adheres to the DPA, authorizing the processing of Personal Data as described therein, including the use of sub-processors (cloud providers).

8. Intellectual property and use of trademark

8.1. All intellectual property rights in the App, including software, trademarks, layout, knowledge bases, and documentation, belong exclusively to IDCLIP or its licensors. These Terms do not transfer any ownership right to the Merchant, only the license of use set out in Clause 4.

8.2. The Merchant owns the content and data of its Store transmitted to the App (“Merchant Data”). These Terms do not transfer ownership of Merchant Data to IDCLIP. The Merchant grants IDCLIP a non-exclusive, worldwide, royalty-free license, valid for the term of the subscription, with the right to sublicense to strictly necessary sub-processors, to access, use, reproduce, and process Merchant Data for the sole purpose of providing, maintaining, and supporting the App. The processing of Personal Data follows the Privacy Policy and the DPA.

8.3. Aggregated, anonymized, and statistical data that do not identify the Merchant, the Consumers, or the Store may be used by IDCLIP for the operation, security, improvement, and development of the App, as well as for benchmarks and comparative analyses of checkout performance in general, always in aggregated and anonymized form, including after the end of the subscription. IDCLIP may also prepare, publish, and distribute, by any means and at any time, studies, reports, indices, and materials about the e-commerce market and checkout performance, produced from such data, provided they are presented in aggregated and anonymized form so as not to allow identification of the Merchant, the Store, or the Consumers. Publication does not depend on prior authorization and does not generate any compensation to the Merchant.

8.4. The Merchant authorizes IDCLIP to use the Store's name and trademark, including its logo, to identify it as a customer of the App on IDCLIP's website, in customer lists, and in commercial and institutional materials, at no cost to either party. Such use will follow the form and brand guidelines informed by the Merchant and does not imply transfer or license of any right over the trademark beyond what is provided herein. This authorization is limited to identifying the Merchant as a customer and does not cover testimonials, case studies, or mention of the Store's data or results, which require prior and specific approval. The Merchant may revoke this authorization at any time by contacting the address indicated in Clause 16, in which case IDCLIP will cease using the trademark and remove it from materials under its control within a reasonable period, except for materials already printed or distributed.

9. Disclaimers and warranties

9.1. The App is provided “as is” and “as available”. IDCLIP uses its best efforts to keep the service available and accurate but does not warrant that detection will be uninterrupted, error-free, or that it will identify any and all checkout failures.

9.2. The App depends on third-party services (Shopify, payment gateways, carriers, cloud providers, and integrations). IDCLIP is not liable for unavailability, failures, or changes to those services that are beyond its control.

9.3. Diagnostics and alerts are informational and decision-support in nature, and do not constitute a guarantee of commercial results, revenue recovery, or automatic correction of problems.

9.4. Force majeure. IDCLIP will not be liable for unavailability, delays, or failures arising from events beyond its reasonable control, including without limitation: outages or instability of the internet, backbones, third-party networks or servers; failures of the Merchant's equipment, systems, or connection; scheduled maintenance; and acts of God or force majeure, such as strikes, fires, floods, power failures, governmental acts, war, or natural disasters.

9.5. Interference with the Store. The App integrates with the Store's checkout through the Shopify platform. IDCLIP is not liable for any interference with the operation of the Store or the checkout (including impact on display, performance, or completion of purchases) arising from the installation, configuration, or use of the App, except in cases of willful misconduct or proven negligence by IDCLIP. The Merchant is advised to test the operation of the Store and the checkout after installation and after configuration changes.

10. Limitation of liability

10.1. To the maximum extent permitted by applicable law, IDCLIP will not be liable for any damages arising from or related to the App. The App is a support tool, and the Merchant assumes the risks inherent to its use and to decisions based on it.

10.2. IDCLIP is not liable for any direct or indirect damages, material or moral, including lost profits, loss of revenue, loss of data, or loss of business opportunity.

11. Indemnification

11.1. The Merchant agrees to indemnify and hold harmless IDCLIP, its affiliates, partners, officers, employees, and agents from any losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising from any third-party claim, action, or demand related to: (a) use of the App in breach of these Terms; (b) improper, unlawful, or fraudulent use of the App by the Merchant; (c) violation by the Merchant of applicable law or third-party rights; and (d) failure by the Merchant to comply with its data protection obligations as Controller, including the absence of a legal basis or of adequate information to data subjects.

11.2. IDCLIP will notify the Merchant, with reasonable promptness, of any claim subject to indemnification, and may, at its discretion, conduct the defense, in which case the Merchant will provide reasonable cooperation and bear the costs under Clause 11.1. No settlement imposing an obligation or admission of fault on the Merchant will be entered into without its consent, which may not be unreasonably withheld.

11.3. This indemnification obligation governs the relationship between the Merchant and IDCLIP and does not exclude any joint liability before the consumer or the competent authority, without prejudice to IDCLIP's right of recourse against the Merchant.

12. Term, suspension, and termination

12.1. These Terms remain in force while the App is installed on the Merchant's Store and continue to govern, after termination, all operations related to the use of the App carried out during their term.

12.2. The Merchant may terminate the subscription at any time by uninstalling the App through Shopify. Termination takes effect at the end of the current billing cycle.

12.3. IDCLIP may suspend or terminate access upon 3 (three) days' prior notice in the event of breach of these Terms, misuse, non-payment, or discontinuation of the App, except in cases of legal requirement, security risk, or fraudulent use, in which suspension may be immediate, with subsequent notice to the Merchant.

12.4. Upon termination, the processing and deletion of Personal Data will follow the Privacy Policy and the DPA.

12.5. The Merchant acknowledges that, after termination, the data, history, and settings associated with its account may be permanently deleted and, in that case, will become unrecoverable. IDCLIP is not liable for losses arising from such deletion. The Merchant is advised to export or back up any data it wishes to preserve before termination.

13. Changes to the Terms

13.1. IDCLIP may update these Terms to reflect legal, technical, or business changes. Material changes will be communicated through reasonable means (App dashboard, email, or official page). Continued use after the changes take effect implies agreement.

14. General provisions

14.1. Any tolerance regarding the breach of any clause does not imply novation or waiver of rights.

14.2. The invalidity of any provision does not affect the validity of the remaining ones.

14.3. The Merchant may not assign these Terms without IDCLIP's prior consent; IDCLIP may assign them in the event of corporate reorganization or transfer of assets, upon notice.

14.4. Survival. By their nature, the provisions on intellectual property (Clause 8), data protection (Clause 7, the Privacy Policy, and the DPA), disclaimers and warranties (Clause 9), limitation of liability (Clause 10), indemnification (Clause 11), amounts due up to termination, as well as governing law and venue (Clause 15), survive the termination of these Terms.

15. Governing law and venue

15.1. These Terms are governed by the laws of the Federative Republic of Brazil.

15.2. The courts of the District of Vila Velha, State of Espírito Santo, are elected, waiving any other however privileged, to settle disputes arising from these Terms.

16. Contact

IDCLIP APLICATIVOS E SOLUÇÕES LTDA

Address: Rua Areobaldo Pinto dos Santos, nº 04, Santos Dumont, Vila Velha/ES, CEP 29.109-340, Brazil

Data Protection Officer (DPO) / Privacy: dpo@checkoutsentry.com

Website: www.checkoutsentry.com