Terms of Service

1. Agreement to Terms

By accessing or using Heartly ("Service", "App", or "Platform"), you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these terms, you may not access the Service.

These Terms apply to all users, including merchants, administrators, and visitors.

2. Description of Service

Heartly is a platform that enables e-commerce merchants to quickly and easily launch flash sales. The Service includes:

• Flash sale creation and management tools
• E-commerce platform integrations (including Shopify and WooCommerce) and discount code generation
• Real-time inventory tracking and countdown timers
• Analytics and performance tracking
• Custom flash sale landing pages

3. Account Registration and Security

3.1 Eligibility

You must be at least 18 years old and operate an e-commerce store to use Heartly. By using the Service, you represent that you meet these requirements.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials. You agree to notify us immediately of any unauthorized access or security breach.

3.3 Accurate Information

You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

4. Pricing and Payment

4.1 Subscription Plans

All prices are in Euros (€) and are billed monthly. Prices are exclusive of VAT and other applicable taxes (see Section 4.4).

4.2 Billing Cycle

Subscription Plans: Subscription fees are billed monthly in advance. Your subscription renews automatically at the end of each billing period unless canceled.

Shopify Merchants:Subscription charges are processed automatically via Shopify's Billing API. Charges appear on your Shopify billing statement.

WooCommerce Merchants: Subscription charges are processed via Stripe. You will be charged at the beginning of each billing period.

4.3 Payment Processing

Payment processing depends on your e-commerce platform:

4.4 Taxes and VAT

All prices quoted are exclusive of VAT and other applicable taxes, unless explicitly stated otherwise.

• EU B2B (Business to Business): Reverse charge mechanism applies. You are responsible for accounting for VAT in your country. Please provide a valid VAT ID.
• EU B2C (Business to Consumer): We charge the applicable VAT rate for your country.
• Non-EU: No VAT applies. Local taxes may be your responsibility.
• Tax Compliance: We use Stripe Tax for automated tax calculation and compliance. Tax amounts are shown separately on all invoices and charges.

You are responsible for determining and paying any applicable taxes arising from your use of the Service or sales made through the Service. We are not responsible for collecting, reporting, or remitting taxes on your behalf, except as required by law.

4.5 Refund Policy

You may cancel your subscription at any time. You will continue to have access until the end of your current billing period. No partial refunds are provided for unused time within a billing period.

We may issue refunds or credits at our sole discretion in the following cases:

• Technical Errors: If a technical issue on our side prevented your flash sale from functioning correctly.
• Billing Errors: If we incorrectly charged you due to a system error.
• Service Outages: If our Service experienced significant downtime (exceeding 24 consecutive hours) that directly impacted your active flash sale.

To request a refund, contact support@heartly.io within 30 days of the charge with a detailed explanation. Refund requests are reviewed on a case-by-case basis. We aim to respond within 5 business days.

No refunds will be issued for:

• Flash sales that performed below your expectations
• Issues caused by your e-commerce platform (Shopify/WooCommerce outages, API changes)
• Changes in your business circumstances or decision to stop using the Service

4.6 Failed Payments and Late Fees

Shopify Merchants:If Shopify declines a charge (e.g., insufficient funds, expired payment method), your access to Heartly may be automatically suspended until payment is successful. We will retry the charge according to Shopify's billing retry schedule. Shopify may charge late fees according to their billing terms.

WooCommerce Merchants: If an invoice remains unpaid after the due date (Net 14):

• Day 15-30: We send payment reminders via email. Your account remains active.
• Day 31+: Your account may be suspended until payment is received. A late fee of 1.5% per month (18% annually) or the maximum allowed by law, whichever is lower, may be applied to the outstanding balance.
• Day 60+: We reserve the right to terminate your account and pursue collection through legal means. You are responsible for all collection costs, including reasonable attorney fees.

Suspended accounts cannot create new flash sales, but existing sales remain active. We do not delete your data during suspension.

4.7 Pricing Changes

We may adjust our subscription prices. Any pricing changes will be:

• Communicated at least 30 days in advance via email and in-app notification
• Applied to your next billing cycle (not the current one)
• Clearly displayed in your dashboard before renewal
• Exempt from existing subscriptions until renewal date

If you do not agree to a pricing change, you may cancel your subscription before the change takes effect. Continued use of the Service after the effective date constitutes acceptance of the new pricing.

4.8 Free Trial

All new accounts receive a 7-day free trial with access to all Pro features. No credit card is required to start the trial.

• Trial period: 7 days from account creation
• Features: Full access to Pro plan features during trial
• Conversion: At the end of the trial, select a plan to continue using the Service
• Grace period: A 3-day grace period after trial expiration allows you to finish active campaigns
• No automatic charges: We do not charge your card automatically after trial ends

5. Right of Withdrawal (EU Consumers Only)

Note for Business Customers: The right of withdrawal applies only to consumers (natural persons acting for purposes outside their trade, business, craft, or profession). If you are using Heartly for commercial purposes, the right of withdrawal does not apply.

6. Acceptable Use

6.1 Permitted Use

You may use Heartly solely for creating legitimate flash sales for products you have the right to sell through your e-commerce store.

6.2 Prohibited Activities

You agree NOT to:

• Violate any laws or regulations
• Sell, offer, or promote illegal substances, controlled substances, narcotics, or drug paraphernalia. This includes, but is not limited to:
  • Illegal drugs and substances;
  • Prescription medications without proper authorization;
  • Drug paraphernalia;
  • Substances capable of causing a "legal high" (including but not limited to synthetic cannabinoids, kratom, or similar substances where prohibited);
  • Any other products that simulate the effects of any illegal drug.
• Sell counterfeit or stolen goods
• Engage in fraudulent or deceptive practices
• Create fake or misleading flash sales
• Manipulate pricing or inventory to mislead customers
• Reverse engineer, decompile, or attempt to extract source code
• Use automated tools to abuse the Service
• Interfere with or disrupt the Service or servers
• Violate your e-commerce platform's Terms of Service or Acceptable Use Policy

7. Intellectual Property

7.1 Our IP

The Service, including all content, features, and functionality, is owned by Heartly and protected by copyright, trademark, and other intellectual property laws.

7.2 Your Content

You retain ownership of all content you upload (product images, descriptions, etc.). By using the Service, you grant us a license to use, display, and process your content solely to provide the Service.

7.3 Trademarks

"Heartly" and related logos are trademarks of Heartly. You may not use these marks without our prior written permission.

8. Data and Privacy

Your use of the Service is also governed by our Privacy Policy. By using the Service, you agree to our data practices as described in the Privacy Policy.

We comply with GDPR, CCPA, and other applicable data protection laws.

For merchants requiring a formal Data Processing Agreement (DPA), please contact us at support@heartly.io.

9. Service Availability and Support

9.1 Uptime

We strive to maintain 99.9% uptime but do not guarantee uninterrupted service. Scheduled maintenance will be communicated in advance when possible.

9.2 Support

Support is provided via email at support@heartly.io. We aim to respond within 24-48 business hours.

9.3 Modifications

We reserve the right to modify, suspend, or discontinue any part of the Service at any time with reasonable notice.

9.4 Third-Party Dependencies

Heartly integrates with third-party services (including but not limited to Shopify, WooCommerce, Stripe, Vercel, Supabase, Microsoft Clarity) to provide the Service. Our Service's functionality depends on the availability and proper functioning of these third-party services.

We are not responsible for:

• Outages, downtime, or performance issues caused by third-party services
• Changes to third-party APIs, terms of service, or pricing that affect our Service
• Data loss or security breaches originating from third-party services
• Errors in discount code generation or order tracking caused by e-commerce platform issues
• Payment processing delays or failures caused by payment providers (Shopify, Stripe)

We will make commercially reasonable efforts to work with third-party providers to resolve issues, but we cannot guarantee uninterrupted integration. In the event of a third-party service failure beyond our control, our liability is limited as described in Section 10.

Your Responsibility: You are responsible for maintaining your accounts with third-party services (e.g., keeping your Shopify/WooCommerce store active, ensuring payment methods are valid) and complying with their terms of service.

10. Liability and Disclaimers

10.1 "As Is" Service

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEARTLY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, OR DATA.

10.3 Maximum Liability

Our total liability to you for any claims arising from your use of the Service shall not exceed the amount you paid us in the 12 months preceding the claim.

11. Indemnification

You agree to indemnify and hold Heartly harmless from any claims, damages, losses, or expenses (including legal fees) arising from your use of the Service, violation of these Terms, or infringement of any third-party rights.

12. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under these Terms due to events beyond their reasonable control, including but not limited to:

• Acts of God (earthquakes, floods, fires, natural disasters)
• War, terrorism, civil unrest, or government actions
• Pandemics, epidemics, or public health emergencies
• Internet outages, telecommunications failures, or cyber attacks
• Third-party service provider outages (e.g., Shopify, WooCommerce, Stripe, AWS, Vercel)
• Power outages or infrastructure failures
• Labor disputes or strikes

In the event of a force majeure, the affected party will:

• Notify the other party as soon as reasonably possible
• Use commercially reasonable efforts to mitigate the impact
• Resume performance as soon as the force majeure event ends

If a force majeure event continues for more than 30 consecutive days, either party may terminate the agreement with written notice. No refunds will be issued for force majeure events, except as required by law.

13. Termination

13.1 By You

You may terminate your account at any time by disconnecting your e-commerce store or closing your account through our platform.

13.2 By Us

We may suspend or terminate your access to the Service immediately if you violate these Terms or for any other reason at our sole discretion.

13.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately. We will delete your data within 48 hours as outlined in our Privacy Policy, except where retention is required by law.

14. Governing Law and Disputes

14.1 Governing Law

These Terms are governed by the laws of Germany, without regard to conflict of law principles.

14.2 Dispute Resolution

Any disputes arising from these Terms or your use of the Service shall be resolved through good faith negotiation. If negotiation fails, disputes shall be submitted to the courts of Germany.

14.3 Class Action Waiver

You agree to resolve disputes on an individual basis and waive the right to participate in class actions or class arbitrations.

15. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated via email or in-app notification at least 30 days in advance. Continued use of the Service after changes constitutes acceptance.

16. E-Commerce Platform Integration Terms

When using Heartly with an integrated e-commerce platform, your use is also subject to that platform's terms and policies.

16.1 Shopify

For Shopify merchants, the following terms also apply:

• Shopify Terms of Service: https://www.shopify.com/legal/terms
• Shopify Privacy Policy: https://www.shopify.com/legal/privacy
• Shopify Acceptable Use Policy: https://www.shopify.com/legal/aup

16.2 WooCommerce

For WooCommerce merchants, the following terms also apply:

• WooCommerce Terms and Conditions: https://woocommerce.com/terms-conditions/
• WordPress.org Terms of Service: https://wordpress.org/about/privacy/

In case of conflict between these Terms and your e-commerce platform's terms, your platform's terms shall prevail.

17. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Heartly regarding the Service and supersede all prior agreements.

18. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

19. Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Heartly.

20. Assignment

You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder without our prior written consent. Any attempted assignment in violation of this section shall be null and void.

We may assign these Terms, in whole or in part, to any party at our sole discretion, including in connection with a merger, acquisition, reorganization, or sale of assets. We will notify you of any such assignment via email or in-app notification.

21. Notices

All notices, requests, and other communications under these Terms must be in writing and shall be deemed given:

• To you: When sent to the email address associated with your account, or via in-app notification. Notices are effective upon sending (for email) or display (for in-app notifications).
• To us: When sent to support@heartly.io and confirmed received by us. Notices are effective upon our receipt and confirmation.

You are responsible for keeping your email address up to date in your account settings. We are not responsible for notices sent to an outdated or incorrect email address.

22. Contact Information

For questions about these Terms, contact us: