Terms of Service

Agreement and acceptance

1.1 Who we are

These Terms of Service ("Terms") are an agreement between you and Arctic Grey, Ltd., a company registered in England and Wales with company number 10123951 ("Arctic Grey", "we", "us" or "our"). They govern your access to and use of the Auction+ application, its storefront components, merchant admin, documentation, support and related services (together, "Auction+" or the "App").

1.2 Accepting these Terms

You accept these Terms when you click to accept them in the App, or when you install, access or use the App, whichever happens first. If you accept on behalf of a business, you confirm that you have authority to bind it, and "you" means that business.

1.3 Business use only

Auction+ is for businesses. You confirm that you are at least 18 years old (or the age of majority where you live), that you use the App for business purposes and not as a consumer, and that you are not prohibited from receiving our services under any applicable law, including sanctions laws.

1.4 Other terms that apply

These Terms apply in addition to Shopify's terms of service and the terms of your payment provider, which govern your Shopify store and your payments. Our Privacy Policy forms part of these Terms. If you do not agree to these Terms, do not install or use the App.

Definitions

Auction

A timed listing created through the App in which Bidders submit increasing offers for an item.

Auction Settings

The settings you choose or allow for an Auction, including the item, start and end times, starting price, any reserve, bid increments, extension (anti-snipe) rules, bid withdrawal, Power Auction rules, eligible regions, any Registration Charge and your Bidder Terms.

Bidder

A person who registers or bids in an Auction on your store.

Bidder Terms

Your own conditions of sale and auction rules that apply between you and Bidders.

Commission

The fee you pay us under Section 6.

Merchant, you, your

The business that installs or uses the App, including its staff, collaborators and anyone acting through its Shopify account.

Merchant Content

Everything you or your Bidders provide or publish through the App, including listings, descriptions, images, prices, Auction Settings, Bidder Terms and messages.

Registration Charge

Any one-time charge a Bidder pays to your store as part of registering to bid.

Settled Amount

The amount actually captured for a Winning Bid, including any buyer's premium or auction fee charged through the App, and excluding taxes, shipping and duties.

Shopify

Shopify Inc. and its affiliates.

Winning Bid

The bid selected under your Auction Settings when an Auction closes, for which payment is successfully captured.

The service and your license

3.1 What the App does

Auction+ adds auction functionality to your Shopify store. Depending on the features you enable, it lets you create Auctions, show bidding components on your storefront, register Bidders and their payment methods through Shopify, record bids, extend Auctions under your rules, select a winner when an Auction closes, request payment through your Shopify account, create the resulting Shopify order, and send notifications to Bidders on your behalf.

3.2 Your license

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use the App on the Shopify stores where you install it, for your own business purposes, while it is installed.

3.3 Restrictions

You may not, and may not allow anyone else to: copy, modify, translate or create derivative works of the App; reverse engineer, decompile or disassemble it, except where the law expressly permits; resell, rent, lease or sublicense it; access it to build or benchmark a competing product; remove any proprietary notice; or use it in breach of Shopify's terms or any law.

Auction+ is a tool. You run the auction.

4.1 We are not a party to your sales

Every sale made through the App is a contract between you and the Bidder. We are not a party to it. We are not the auctioneer, auction company, consignee, broker, dealer, agent, marketplace operator, payment processor or money transmitter for you or for any Bidder. We do not take title to or possession of any item, and we do not inspect, authenticate, appraise, describe, store or ship items.

4.2 We never hold the money

Bidder payments are processed by Shopify and your payment provider and paid to your account on your payout schedule. Arctic Grey does not receive, hold, control, account for or remit sale proceeds, deposits, Registration Charges or consignor funds. Our own charges, the Commission and any paid add-ons you choose, are billed to you by Shopify on our behalf.

4.3 The App follows your instructions

You create each Auction and choose its Auction Settings. When the App records bids, extends an Auction, selects a winner, requests an authorization, captures a payment, retries a payment, moves to the next-highest Bidder, cancels a pending order or releases a hold, it does so automatically, on your behalf and under your instructions, using your Shopify account and your payment provider. You authorize us to take those actions for you.

4.4 We do not vet Bidders or items

We do not verify any Bidder's identity, age, location, solvency or intent to pay. We do not verify any item's existence, ownership, authenticity, condition, legality or value, and we do not set or advise on prices, reserves or estimates.

4.5 Merchant Content is yours

You are solely responsible for Merchant Content. We do not create, edit, review or endorse it. To the fullest extent permitted by law, including Section 230 of the Communications Decency Act (47 U.S.C. § 230), we are not responsible for Merchant Content or for the conduct of any Merchant or Bidder.

4.6 No duty to monitor

We are not obliged to monitor, review or police Auctions, listings, bids or Merchant Content, and we do not promise to. We may choose to review or act on them under Section 11. Choosing to act in one case does not create a duty to act in any other case.

Your responsibilities as seller and auction operator

5.1 The laws that apply to your Auctions

You are solely responsible for complying with every law that applies to your business and your Auctions, in every place where you operate, list items or accept bids. This includes auctioneer and auction-company licensing, registration and bonding laws; consumer protection, advertising, and price and fee disclosure laws; laws on consignment, trust funds and recordkeeping; product safety and authenticity laws; and sales tax, privacy, messaging, export and sanctions laws. We do not decide whether any law applies to you.

5.2 Your Bidder Terms

You must publish your own Bidder Terms and make them available to Bidders before they register or bid. You are responsible for their content and legality. At a minimum, they should explain:

• that you are the seller and that bids are binding offers to buy;
• how and when Bidders are charged, including any authorization when they bid, automatic capture when the Auction closes, retries, and charging the next-highest Bidder at that Bidder's own bid if the winner's payment fails;
• any Registration Charge, buyer's premium, reserve, bid increments, and extension and withdrawal rules;
• whether you, or anyone acting for you, may bid;
• taxes, shipping, returns, refunds and the locations where you accept bids.

Any sample text we provide is a convenience, not legal advice, and you must adapt it to your business.

5.3 Your items and listings

You confirm that you own each item you auction or are authorized to sell it; that your listings are accurate and not misleading; that items are authentic, lawful to sell and match their descriptions; and that you will deliver them as promised. You are responsible for your inventory, including keeping auctioned items from being sold through other channels.

5.4 Consignment and multi-seller models

If you sell items owned by others, or let other people list or sell through your store, you alone are responsible for written agreements with those sellers or consignors; for holding, accounting for and paying out their funds as the law requires; for verifying sellers where the law requires it; for policies on stolen goods; and for confirming that Shopify and your payment provider allow that model. Some payment providers restrict accepting payments for goods you did not provide yourself.

5.5 Fair bidding

You will not place, arrange or allow bids that are not genuine, including bids by you, your staff, the owner of an item or anyone acting for them to raise the price (shill bidding), unless the law permits it and you clearly disclose it in your Bidder Terms. You will not interfere with genuine bids or Bidders.

5.6 Taxes

You are responsible for configuring, collecting, reporting and remitting all taxes on your sales, including on Winning Bids, buyer's premiums and Registration Charges. The App supports Shopify Tax and may not work with every third-party tax app. Check that tax is calculated correctly on Auction orders before you rely on it.

5.7 Fulfillment, refunds and disputes

You are responsible for shipping, delivery, returns, refunds, warranties, customer service, chargebacks and every dispute with Bidders, consignors and other third parties.

5.8 Records

You are responsible for keeping records of your Auctions, bids, sales and consignments for as long as the law requires. The App is not a record-keeping system, and data may be deleted after you uninstall it (Section 22).

5.9 Your account

You are responsible for your Shopify account, staff permissions and everything done through your account. Tell us promptly if you suspect unauthorized use.

5.10 No legal, tax or financial advice

Nothing in the App, on our website, or in our documentation, templates, support or AI assistant is legal, tax, financial or regulatory advice. Get your own professional advice.

Fees and commission

6.1 Free to install

There is no subscription, setup or monthly fee for the App.

6.2 Commission rates

You pay Commission on Settled Amounts at these rates, based on your total Settled Amounts in each monthly billing period:

6.3 How the rates apply

Rates apply marginally, like tax brackets: each rate applies only to the part of your monthly Settled Amounts that falls within its band. For example, if your Settled Amounts in a month total $15,000, Commission is 3.00% of the first $1,000 ($30), plus 2.00% of the next $9,000 ($180), plus 1.00% of the remaining $5,000 ($50), for a total of $260. Bands reset at the start of each monthly billing period.

6.4 What is never charged

No Commission is charged on Auctions that end without a Winning Bid, Auctions cancelled before payment is captured, failed captures, ordinary non-auction sales, or Registration Charges.

6.5 When Commission is earned

Commission is earned when payment for a Winning Bid is captured and is billed after each successful capture. Payments completed through an invoice or draft order generated by the App count as Settled Amounts. Commission is not reduced or refunded if you later refund the Bidder, cancel the order, lose a chargeback or fail to deliver, except where we confirm that the refund was required solely because of an error in the App. Any other credit we give is at our discretion and does not waive this Section.

6.6 No circumvention

You may not use the App to attract or identify a buyer and then complete the sale elsewhere to avoid Commission. If an item auctioned through the App is sold outside the App to a Bidder in that Auction within 30 days after the Auction closes, Commission is due on that sale as if it were a Settled Amount.

6.7 Billing through Shopify

Commission is billed in US dollars as usage charges through Shopify's app billing, up to a capped amount you approve in Shopify. If you reach the cap, the App may pause new Auctions or captures until you approve a higher cap, and we are not responsible for the effects of that pause. Shopify collects these charges for us under its own billing terms.

6.8 Taxes on our fees

Commission excludes taxes. You are responsible for any taxes on our fees, other than taxes on our income.

6.9 Changes to fees

We may change our fees on at least 30 days' notice by email or in the App. Changes apply to Auctions that close after the change takes effect.

6.10 Billing disputes and non-payment

You must tell us about any disputed charge within 60 days of the charge date, or the charge is final. If an amount you owe is not collected through Shopify, we may suspend the App and recover the amount from you directly, together with reasonable collection costs.

Bidder registration and payment verification

7.1 Registration

Before a Bidder's first bid on your store, the App asks the Bidder to register a payment method through Shopify. Card details are entered into and stored by Shopify and its payment partners, not by us.

7.2 Registration Charge

Where the App applies a Registration Charge, it is a one-time charge per Bidder per store, set by you within the limits shown in the App. It is processed through your payment account and paid to you, and we receive no part of it. You are responsible for how it is described and disclosed to Bidders, including under laws that require mandatory fees to be shown with advertised prices, and for any refunds and taxes on it.

7.3 Changes to how registration works

We may change how Bidder registration and payment verification work, for example by moving to a registration that stores a payment method without any charge, or by removing or adjusting the Registration Charge where Shopify or a payment provider requires it. We will give you reasonable notice where we can.

How payments work

8.1 Shopify processes every payment

The App uses Shopify's payment features to authorize and charge Bidders through your store's payment account. Funds are paid to you on your normal Shopify payout schedule. We never receive or store full card numbers.

8.2 Authorizations

Depending on the App version and your settings, the App may place an authorization (a hold) on a Bidder's payment method when the Bidder bids, or it may store the payment method and charge only the winning Bidder when the Auction closes. Card networks and issuers limit how long an authorization lasts, often around seven days. The App may try to renew an authorization during a longer Auction, but renewal can fail.

8.3 Capture when the Auction closes

When an Auction closes, the App attempts to charge the winning Bidder for the Winning Bid through your Shopify account and to create a Shopify order.

8.4 Retries and the next-highest Bidder

If a winning payment fails, the App may retry it and may then attempt to charge the next-highest eligible Bidder at that Bidder's own highest bid, and so on, until a payment succeeds or no eligible Bidders remain. You authorize this process and must disclose it in your Bidder Terms. As between you and us, you are responsible for Bidder claims that arise from it.

8.5 Shopify and payment limits

Shopify and payment providers limit how much can be charged automatically in a single transaction and may change those limits at any time. When a Winning Bid exceeds a limit, the App may place the Auction in an awaiting-payment state and send the winning Bidder an invoice or draft order to pay through checkout. You are responsible for following up on unpaid invoices.

8.6 Releases

Authorizations and pending charges for Bidders who do not win are released or cancelled. The Bidder's card issuer decides when released funds become available again.

8.7 No payment guarantee

We do not guarantee that any authorization, renewal, capture, retry, next-highest Bidder charge, invoice or refund will succeed, or how long it will take. Payments depend on Shopify, payment providers, card networks, issuers and Bidders. Non-payment, fraud, chargebacks and reversals are your risk.

Auction timing, automation and errors

9.1 Official time

The App's server clock is the official time for every Auction. A bid counts only once the App has received and recorded it.

9.2 Last-second bids

Bids can be delayed, lost or rejected because of networks, devices, browsers, Shopify outages, rate limits or other causes outside our control, especially in the final seconds of an Auction. We are not responsible for bids that are not recorded in time. Extension (anti-snipe) and bid withdrawal rules apply as you configure them.

9.3 Automation you turn on

Some features act automatically under your settings. For example, if you enable Power Auction, products that meet your rules (such as having one unit left in stock) may become Auctions without any further action from you. You are responsible for reviewing these settings and excluding items you do not want auctioned.

9.4 Errors

Software can fail. If an error affects an Auction, for example a bid recorded incorrectly, an Auction closing at the wrong time, more than one winner or a missed charge, we may pause, extend, correct or cancel the affected Auction or bids in the App, and you decide whether to honor, void or re-run the sale with your Bidders. Your sole and exclusive remedy for an App error affecting an Auction is for us to use reasonable efforts to correct the error and to credit any Commission charged on the affected sale.

Prohibited formats, goods and conduct

You may not use the App to:

• run penny auctions, pay-per-bid or bid-fee auctions, or any format in which Bidders pay for each bid or buy bidding credits;
• run raffles, lotteries, sweepstakes, prize draws or any other format in which people pay for a chance to win;
• sell items that are stolen, counterfeit, infringing, recalled or unsafe, or that you have no right to sell;
• sell items that Shopify, your payment provider or the law prohibits, or regulated items (such as firearms, ammunition, explosives, alcohol, tobacco and vaping products, cannabis, prescription drugs and medical devices, wildlife products, live animals, motor vehicles, real estate, securities or event tickets) unless you hold every license and approval required and Shopify and your payment provider allow the sale;
• shill bid, rig or manipulate Auctions, mislead Bidders or misrepresent items;
• move money between other people, or use the App as a payment, escrow or money transmission service;
• sell to anyone in a sanctioned country or on a sanctions list, or in breach of export controls;
• harass or defraud Bidders, or unlawfully discriminate against them;
• avoid our fees, Shopify's policies or the App's limits;
• upload malicious code, overload, scrape, probe or attack the App, or access it other than through the interfaces we provide;
• do anything else that is illegal or that exposes us, Shopify or Bidders to legal or financial risk.

Reports, enforcement and our right to restrict

11.1 How to report a problem

Anyone can report an Auction, listing or Merchant that they believe is illegal, fraudulent, infringing or in breach of these Terms, including stolen or counterfeit goods and shill bidding. Email support@auctionplus.app with the subject "Report", and include the store, the listing, what is wrong and how to reach you.

11.2 What we may do

If we receive a report or a request from Shopify, a payment provider or an authority, or if we otherwise learn of or reasonably suspect a breach of these Terms, fraud, unusual chargeback levels, a security risk or a legal risk, we may, at our discretion and without liability to you:

• ask you for information;
• remove or disable listings or App components;
• pause, cancel or end Auctions in the App;
• disable features, such as automatic captures, retries or the Registration Charge;
• restrict, suspend or terminate your access to the App;
• preserve information and share it with Shopify, payment providers, law enforcement or regulators as the law permits.

Where it is practical and lawful, we will tell you what we did and why. We may act without prior notice where we believe it is needed to prevent harm.

11.3 No obligation to act

We are not obliged to investigate or act on any report, and we do not guarantee any outcome. Acting on one report does not create a duty to act on others. Actions we take in good faith under this Section do not give you a claim against us, including for lost sales.

11.4 Legal requests

We may respond to valid legal process and to requests from law enforcement and regulators as the law requires or permits.

Intellectual property complaints

12.1 Sending a notice

If you believe content shown through the App infringes your copyright or trademark, email support@auctionplus.app with the subject "IP notice". Include your contact details; the work or mark you say is infringed; where the content appears; a statement that you believe in good faith that the use is not authorized; a statement, under penalty of perjury, that your notice is accurate and that you own the rights or are authorized to act for the owner; and your physical or electronic signature.

12.2 Our response

We may remove or disable the content, notify the Merchant and forward the notice to them. A Merchant who believes content was removed by mistake may send a counter-notice to the same address. In appropriate circumstances, we will end access for Merchants who repeatedly infringe.

12.3 Content hosted by Shopify

Much of the content shown by the App is hosted by Shopify on your store. We may refer intellectual property complaints to Shopify and to you.

Shopify

13.1 Shopify is not a party

You acknowledge that these Terms are between you and Arctic Grey only, and not with Shopify. Shopify is not responsible for the App or its content, does not provide support for it, and has no obligations under these Terms. As between Shopify and Arctic Grey, Arctic Grey is solely responsible for the App.

13.2 The App depends on Shopify

The App depends on Shopify's platform, APIs, payment features and policies, which Shopify controls and may change, limit or withdraw at any time, including features available only on some Shopify plans. If Shopify changes something the App relies on, we may change, limit or discontinue the affected features without liability to you.

13.3 Your Shopify obligations

You must keep an active Shopify store with a supported payment setup (currently Shopify Payments) and follow Shopify's terms and Acceptable Use Policy. Shopify may act on your store under its own terms, and we are not responsible for that.

AI, support answers, beta features and marketing statements

14.1 Support and our AI assistant

We offer support by email and through an AI assistant in the App. AI answers are generated automatically and can be wrong or out of date. These Terms, the settings and pricing shown in the App, and written confirmations from our team take priority over anything an AI assistant or support message says. Do not rely on support answers for legal, tax or financial decisions.

14.2 AI-generated content

If the App offers features that generate listing text, templates, reports or other content, you must review that content before you publish or rely on it. Once you publish it, it is Merchant Content and your responsibility. AI output may be inaccurate, and may be similar to content generated for others.

14.3 Beta features

Features labeled beta, preview, early access or similar are provided as is, may change or end at any time, and may come with additional terms.

14.4 Paid add-ons

If we offer paid add-ons, such as credits or token packs, their price and terms will be shown before you buy. They are billed through Shopify, have no cash value, are non-transferable, and are non-refundable except where the law or Shopify's policies require otherwise.

14.5 Marketing statements

Our website, App Store listing, comparisons, examples, estimates and sales materials describe the App in general terms and may not reflect every version, plan or configuration. They are not warranties or promises of results. The features available to you are the ones shown in the App.

Discovery features

If we offer optional features that display your Auctions outside your store, such as a directory or marketplace page, you choose whether to take part. We display your listings as your Merchant Content. Bidders still buy from you, on your store and under your Bidder Terms. We decide which listings to show and how to rank them, and we may remove any listing at any time. Additional terms may apply to these features.

Availability, support and changes

16.1 Availability

We aim to keep the App reliable and publish service status at auctionplus.statuspage.io, but we do not guarantee that the App will be available, uninterrupted, timely or error-free. No service level applies unless we agree one with you in writing.

16.2 Support

Support is available at support@auctionplus.app. Response times are targets, not commitments.

16.3 Changes to the App

We may add, change or remove features at any time. Where practical, we will give reasonable notice of changes that remove functionality you rely on. We may discontinue the App on at least 60 days' notice.

Data, privacy and messaging

17.1 Privacy Policy

Our Privacy Policy describes how we handle personal data.

17.2 Data we access

To run the App, we access data from your store through Shopify, including product, order and customer data, and Bidder data such as name, email address, phone number, shipping address, IP address and approximate location, together with bid and payment-status information. We do not receive or store full card numbers.

17.3 Our roles

For Bidder personal data, you are the controller (or "business") and we process it on your behalf to provide the App. You are responsible for having a lawful basis for that processing, for your privacy notice to Bidders, and for responding to Bidders' privacy requests. We process that data only to provide, secure and support the App and as otherwise permitted by law, and we will enter into a data processing agreement with you where the law requires one.

17.4 Shopify privacy requests

We respond to Shopify's customer data request and deletion notifications within the time Shopify requires.

17.5 Security

We use reasonable technical and organizational measures to protect data, but no system is completely secure. We will notify you of a security incident affecting your data as the law requires.

17.6 Aggregated data

We may create aggregated and de-identified data from use of the App that does not identify you or any Bidder, and use it to operate, improve, benchmark and report on the App. We own that data.

17.7 Messages to Bidders

The App may send transactional messages to Bidders on your behalf, such as registration, outbid, winning and payment notices. You are responsible for obtaining any consent the law requires, including for text messages and any marketing content, and for honoring opt-outs.

17.8 Messages to you

We may send you service, billing, security and legal notices. We may also send you product news, which you can opt out of at any time.

17.9 After you uninstall

Data is deleted or anonymized in line with our Privacy Policy and Shopify's requirements. Export anything you need before you uninstall.

Our intellectual property, feedback and publicity

18.1 Ownership

Arctic Grey and its licensors own the App, including its software, designs, templates, documentation and the Auction+ name and marks. These Terms give you a license, not ownership.

18.2 Your license to us

You keep ownership of your Merchant Content. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, display, process and transmit Merchant Content as needed to provide, secure and support the App and any discovery features you join.

18.3 Feedback

If you send us ideas or feedback, we may use them without restriction or payment to you.

18.4 Publicity

We may identify your store by name and logo as an Auction+ customer. You can opt out at any time by emailing us.

Disclaimers

Some places do not allow certain warranties to be excluded, so some of these exclusions may not apply to you.

Limitation of liability

20.4 How these limits apply

These limits apply to all claims and theories of liability, whether in contract, tort (including negligence), strict liability, statute or otherwise, even if we were told that the loss was possible and even if a limited remedy fails of its essential purpose. They reflect an agreed allocation of risk, which is reflected in the App being free to install and in our Commission rates.

20.5 What we do not limit

Nothing in these Terms limits or excludes liability for fraud, willful misconduct or gross negligence, or any other liability that cannot be limited or excluded under applicable law.

Indemnity and release

21.1 Your indemnity

You will defend, indemnify and hold harmless Arctic Grey and its affiliates, officers, employees, contractors and licensors from and against all claims, demands, investigations, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to:

• your Auctions, Auction Settings, Bidder Terms and Merchant Content;
• the items you sell, including their description, ownership, authenticity, condition, safety, delivery and returns;
• your dealings with Bidders, consignors and other sellers, including payment captures, retries and next-highest Bidder charges made under your instructions, and refunds and chargebacks;
• taxes on your sales;
• your actual or alleged breach of these Terms or of any law, including auction, licensing, bonding, consumer protection, marketplace, privacy and messaging laws;
• any claim that Merchant Content infringes or misappropriates anyone's rights;
• any inquiry or action by a regulator or other authority about your Auctions or your business.

21.2 Process

We will tell you about any claim for which we seek indemnity. A delay in telling you does not relieve you of your obligations unless it materially prejudices you. We may control the defense at your expense, and you will cooperate with us. You may not settle any claim in a way that imposes an obligation or admission on us without our written consent.

21.3 Release

You release Arctic Grey and its affiliates, officers, employees, contractors and licensors from all claims arising out of or relating to disputes between you and Bidders, consignors, other sellers or other third parties connected with your use of the App. If you are located in California, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You also waive any similar law elsewhere.

Suspension, termination and uninstalling

22.1 Term

These Terms apply from the moment you accept them until the App is uninstalled from all your stores or your access is terminated.

22.2 Uninstalling

You may stop using the App at any time by uninstalling it. Auction+ runs as a Shopify theme app extension, so uninstalling removes its storefront components without leaving its code in your theme.

22.3 Live Auctions when you uninstall

Before you uninstall, end or cancel every live Auction in the App and settle any Auction that is awaiting payment. Shopify ends the App's access when you uninstall, so the App may not be able to close Auctions, capture or release payments, or cancel pending orders afterward. If you uninstall with Auctions open, the App will not complete them and will not attempt further charges, and you are responsible for cancelling any remaining pending orders or holds in your Shopify admin and for telling affected Bidders.

22.4 Suspension and termination by us

We may suspend or terminate your access, in whole or in part, immediately if you breach these Terms, if amounts you owe are unpaid, in the circumstances described in Section 11, or where Shopify, a payment provider or the law requires it. We may also terminate these Terms for any reason on 30 days' notice.

22.5 What happens next

When these Terms end, your license ends. Commission already earned remains payable, and your obligations to Bidders for Auctions that closed before then continue. Sections 2, 4, 5, 6 (for amounts owed), 8.7, 9.4, 10, 11.3, 17, 18, 19, 20, 21, 22.5, 23 and 24 survive.

Disputes, arbitration and class action waiver

23.1 Governing law

These Terms, and any dispute arising out of or relating to them or the App, are governed by the laws of the State of New York, without regard to its conflict-of-law rules. The Federal Arbitration Act governs this Section 23. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23.2 Informal resolution first

Before starting arbitration or a court case, the party bringing a claim must send the other a written notice describing the claim and the relief requested, and both parties must try in good faith to resolve it for 45 days. Notices to us go to support@auctionplus.app with the subject "Legal notice". Limitation periods are paused during this time.

23.3 Binding arbitration

Any dispute that is not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The seat of arbitration is New York, New York, and the language is English. The arbitrator may award any remedy that a court could award on an individual basis, subject to these Terms. Judgment on the award may be entered in any court with jurisdiction.

23.4 Individual claims only

You and we may bring claims against each other only on an individual basis, and not as a plaintiff or class member in any class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims or preside over any form of class or representative proceeding. YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

23.5 Multiple filings

If 25 or more similar arbitration demands are filed against us by or with the help of the same or coordinated counsel, the American Arbitration Association's rules for multiple or mass case filings will apply, and the parties will cooperate in good faith to resolve the demands efficiently, including by batching them.

23.6 Exceptions

Either party may bring an individual claim in small claims court. Either party may also ask a court for temporary or preliminary injunctive relief to protect its intellectual property, confidential information or the security of the App, and we may bring a court action to collect unpaid amounts. Those court actions may be brought only in the state or federal courts located in New York County, New York, and both parties consent to the jurisdiction of those courts.

23.7 Time limit for claims

Any claim against us must be brought within one year after it arises, or it is permanently barred, unless the law requires a longer period.

23.8 If part of this Section fails

If the class action waiver in Section 23.4 is found unenforceable for any claim, that claim must be decided in court and not in arbitration, and the rest of this Section continues to apply to all other claims.

Changes to these Terms and general terms

24.1 Changes to these Terms

We may update these Terms from time to time. We will post the new version with a new "Last updated" date and, for material changes, give at least 30 days' notice by email or in the App, or ask you to accept the changes in the App. If you keep using the App after the changes take effect, you accept them. If you do not agree, uninstall the App before then. Changes do not apply to a dispute for which notice was given before the change took effect.

24.2 Events outside our control

We are not liable for any delay or failure caused by events beyond our reasonable control, including outages or changes at Shopify or payment providers, internet or hosting failures, cyberattacks, labor disputes, government action, war, epidemics and natural disasters.

24.3 Assignment

You may not assign or transfer these Terms without our written consent. We may assign them, including in connection with a merger, acquisition, reorganization or sale of assets.

24.4 Independent parties and no third-party rights

We and you are independent contractors. These Terms do not create any partnership, joint venture, agency or employment relationship. They create no rights for anyone else, including Bidders and consignors.

24.5 Notices and electronic communications

We may give you notices by email to the address on your Shopify account or in the App. You must send notices to us by email to support@auctionplus.app with the subject "Legal notice". You agree that electronic notices, agreements and records satisfy any legal requirement that they be in writing.

24.6 Export and sanctions

You will comply with all export control and sanctions laws that apply to your use of the App.

24.7 Severability and waiver

If any provision of these Terms is found unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms will remain in effect. Our failure to enforce any provision is not a waiver of it.

24.8 Interpretation

"Including" means "including without limitation". Headings are for convenience only. These Terms will not be interpreted against the party that drafted them. If these Terms are translated, the English version controls.

24.9 Entire agreement

These Terms, together with our Privacy Policy and any terms shown to you for specific features, are the entire agreement between you and us about the App, and replace any earlier understandings about it. If a written agreement signed by both of us conflicts with these Terms, the signed agreement controls.

Contact