General terms of use and sale

These general terms of use and sale (the “Terms”) govern the installation and use of the Insider Club Shopify app (the “App”) published by Théo Busson, sole trader (SIRET 883 400 913 00017), and Anaïs Bernard, sole trader (SIRET 883 597 676 00013), [business address to be completed], acting jointly (“we”). They constitute general terms of sale within the meaning of Article L. 441-1 of the French Commercial Code (Code de commerce).

By installing the App from the Shopify App Store, you accept them without reservation. If you accept them on behalf of a company, you represent that you have the authority to bind it.

1. Definitions

App: the Insider Club application, its updates, its documentation and the associated services.
Merchant or you: the professional who installs the App on their Shopify store.
Store: the Shopify store on which the App is installed.
Member: a customer of the Store who takes part in the forum.
Content: everything that Members or the Merchant publish on the forum (topics, replies, reactions, polls, images, video links, profiles).
Plan: the plan chosen from those presented on the App Store listing and on the Pricing page of the insider-club.app website, with its usage limits.
Shopify: Shopify International Limited and the companies of its group, publishers of the Shopify platform.

2. Purpose

The App adds a community forum to your Store: publication of topics and replies by your Members, reactions, polls, moderation, customization to match your theme, public pages that can be indexed by search engines, statistics. The features included in each Plan are described on the Pricing page; they may change under the conditions set out in Articles 10 and 16.

3. Prerequisites and relationship with Shopify

The App can only be used with an active Shopify Store. You remain subject to Shopify’s terms (terms of service, App Store terms, acceptable use policy). In the event of a conflict between these Terms and Shopify’s terms regarding anything relating to the platform or billing, Shopify’s terms prevail.

You are responsible for access to your Shopify admin and for the access you grant to your staff. Any action carried out from your account is deemed to have been carried out by you.

You represent that you are acting as a professional. The App is not offered to consumers.

4. Free trial

The free Plan can be used with no time limit. The paid Plan includes a 14-day free trial starting from its subscription; no amount is due during the trial. At its end, the subscription is billed in accordance with Article 5, unless you return to the free Plan before the trial ends; your forum then stays on the free Plan, within the limits of its features, and Content already published is kept for as long as the App remains installed. Only one trial is granted per Store.

5. Plans, prices and billing

Prices. Current prices are displayed on the App Store listing and on the Pricing page, excluding taxes. Applicable taxes are added by Shopify according to your situation. Prices are expressed in US dollars and billed by Shopify.

Billing. The subscription is billed by Shopify, in our name and on our behalf, through its app billing system (Shopify Billing), monthly or annually depending on the Plan chosen, in advance, on the anniversary date of the subscription. You accept the subscription charge presented by Shopify at the time of subscription; you pay it using the payment methods and according to the payment schedule of your Shopify account. Invoices are available in your Shopify admin.

Payment terms. Payment is due upon receipt of each Shopify invoice. In the event of non-payment, Shopify may suspend the App and we may disable it until the situation is regularized. For any amount invoiced to you directly by us outside Shopify, payment is due within 30 days; any late payment automatically incurs penalties calculated at the statutory interest rate increased by ten percentage points and a fixed indemnity of €40 for recovery costs, in accordance with Article L. 441-10 of the French Commercial Code. No discount is granted for early payment.

Quotas and reasonable use. Each Plan has limits (for example, number of active Members, number of categories, file volume) indicated on the Pricing page. When a limit is reached, the App invites you to upgrade to the next Plan; we may also ask you to do so in the event of use that is manifestly disproportionate for the Plan subscribed. A change of Plan takes effect immediately, with the pro rata calculated by Shopify.

Price changes. We may change our prices by informing you at least 30 days in advance by email or in the App. The new price applies from the first renewal following the end of this period. If you refuse it, you may terminate before that date free of charge.

Refunds. Amounts paid for the current period are non-refundable, except where mandatory law provides otherwise or where Shopify decides otherwise under its own refund rules. We may grant a goodwill gesture at our discretion.

6. Term, suspension and termination

Term. The contract takes effect upon installation and lasts for as long as the App remains installed. The subscription renews automatically at each billing date.

Termination by you. You may terminate at any time by uninstalling the App from your Shopify admin. The subscription ends upon uninstallation; the period already billed remains due.

Suspension and termination by us. We may suspend all or part of the service, after informing you where possible, in the event of a breach of these Terms, unlawful Content not removed after being reported, non-payment, a threat to the security or integrity of the service, or a request from Shopify or an authority. We may terminate the contract automatically, by email, 15 days after a formal notice that has remained without effect, or immediately in the event of a serious breach or a breach that cannot be remedied. We may also discontinue the service for convenience with 90 days’ notice.

Effects. At the end of the contract, you may ask us for a copy of your Content until uninstallation. Data is then deleted under the conditions set out in the privacy policy. Articles 9, 10, 12, 13, 14 and 17 remain applicable after the end of the contract.

7. Your obligations

You undertake to:

use the App in accordance with the law, these Terms and Shopify’s terms;
publish, before opening the forum, rules of use for your Members (permitted content, moderation, public nature of certain categories, minimum age of 15) and information about the processing of their data, compliant with the GDPR, that names the App as a processor;
obtain, where required by law, the necessary consents from your Members;
moderate your forum diligently: handle reports, promptly remove any Content that is unlawful or contrary to your rules, and respond to Members’ requests regarding their data;
not use the App to distribute prohibited Content (Article 9), unsolicited communications or misleading content;
not attempt to access data that is not yours, circumvent quotas, disrupt the service or extract its code;
inform us without delay of any unauthorized use of your account or any security vulnerability of which you become aware.

You are solely responsible for your Store, your Members and the Content published on your forum.

8. Content and license

Ownership. Content remains the property of its authors. We claim no ownership rights over it.

License granted to us. In order to provide the service, you grant us, and you warrant that your Members grant us through your forum rules, a non-exclusive, worldwide, royalty-free license to host, store, reproduce, display, adapt to the display format, index and distribute the Content on your Store and on the forum’s public pages, for the term of the contract and, for backups, 60 days beyond. This license does not authorize us to use the Content for purposes other than the service, except in aggregated and anonymous form for statistics.

Public pages. Content in the categories you make public is visible to all visitors of your Store and may be indexed by search engines. It is your responsibility to inform your Members of this and to choose the categories concerned.

Hosting and removal. We act as a technical hosting provider within the meaning of Article 6 of the French Law of 21 June 2004 on confidence in the digital economy (loi du 21 juin 2004 pour la confiance dans l’économie numérique); we have no general obligation to monitor Content. Any Content may be reported to hello@insider-club.app (subject line “Report”). We forward the report to the Merchant concerned and may remove or make inaccessible, without notice, any Content that is manifestly unlawful or contrary to these Terms, suspend a Member or a forum, and retain the elements required by the authorities.

Copy of your data. You may ask us at any time for a copy of all of your forum’s discussions, which we provide in a common, readable format.

9. Prohibited content and uses

The following content and uses are prohibited on any forum powered by the App: unlawful, defamatory, abusive, hateful or discriminatory content or content inciting violence; harassment; sexual or violent content unsuitable for the Store’s audience; counterfeiting and infringement of third-party rights (copyright, trademarks, image rights, privacy); publication of third parties’ personal data without their consent; sale of unlawful products or services; misleading commercial practices, fake reviews; spam, unsolicited advertising, malicious links, harmful software; automated data collection; identity theft; any activity that disrupts, overloads or compromises the service or the security of its users.

10. Our obligations and service level

We use reasonable efforts to ensure the availability, security and proper functioning of the App. This is a best-efforts obligation. We do not guarantee uninterrupted availability or the absence of errors: interruptions may occur for maintenance (announced where possible and preferably scheduled during low-traffic hours), in the event of an incident, a failure of Shopify or of our hosting providers, or force majeure.

We make regular backups of the App’s data. They are used to restore the service in the event of an incident; they do not relieve the Merchant of making their own backups.

Support is provided by email at hello@insider-club.app, in French and in English, on business days. We may develop the App, add, modify or remove features, and offer beta features provided without warranty.

11. Personal data

Data processing is described in the privacy policy. For your Members’ data, we act as your processor under the conditions of the data processing agreement appended to these Terms, which forms an integral part of them.

12. Intellectual property

The App, its code, its interface, its documentation, its trademarks and its graphic elements remain our exclusive property or that of our licensors. These Terms grant you a personal, non-exclusive and non-transferable right to use the App for your Store for the term of the contract. Any other use, reproduction, decompilation (except where permitted by law), resale or provision to third parties is prohibited.

Suggestions and feedback you send us may be used freely to improve the App, without compensation or confidentiality obligation.

You authorize us to cite your Store’s name and logo as a commercial reference (website, presentations, App Store listing). You may object at any time by simple email; we then remove the reference within 15 days.

13. Confidentiality

Each party keeps confidential the non-public information of the other party that it becomes aware of in the course of the contract (specific commercial terms, usage data, technical information) and uses it only for the performance of the contract, for the term of the contract and two years beyond. This obligation does not apply to information that is public, already known to the receiving party, or whose disclosure is required by law or by an authority.

14. Warranties and liability

Merchant’s indemnity. You indemnify us against any claim, action or judgment, and bear the reasonable costs of defense, arising from the Content published on your forum, from the use that you or your Members make of the App, or from a breach of your obligations, in particular regarding personal data and the information provided to your Members.

No guarantee of results. The App is provided “as is”. We do not guarantee that it will meet particular needs, that it will generate a given level of participation, traffic or sales, or any ranking in search engines. We are not liable for third-party services (Shopify, hosting providers, themes, other apps) or for their unavailability.

LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY UNDER THE CONTRACT, ALL CAUSES COMBINED, IS LIMITED TO THE AMOUNT YOU HAVE ACTUALLY PAID US FOR THE SUBSCRIPTION DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WE ARE NOT LIABLE FOR INDIRECT DAMAGES, INCLUDING LOSS OF REVENUE, PROFIT, CUSTOMERS, DATA OR REPUTATION, NOR FOR CONTENT PUBLISHED BY YOUR MEMBERS. This limitation does not apply in the event of gross negligence or willful misconduct on our part, personal injury, or in cases where the law prohibits limiting liability.

Any action against us must be brought within one year of the event giving rise to it.

15. Force majeure

Neither party is liable for a breach caused by a force majeure event within the meaning of Article 1218 of the French Civil Code (Code civil), including general network or hosting outages, large-scale cyberattacks, decisions of the authorities and failures of the Shopify platform. If the event lasts more than 60 days, either party may terminate without compensation.

16. Changes to the Terms

We may change these Terms. You are informed at least 30 days before they come into force, by email to the address of your Shopify account or by a message in the App. If you continue to use the App after that date, you accept the new Terms; otherwise, you may terminate before they come into force, free of charge. Changes required by law or by Shopify, or that do not reduce your rights, may apply immediately.

17. General provisions

Assignment. You may not assign the contract without our written consent. We may assign it to any company that succeeds us in operating the App (merger, transfer of business), by informing you.
Entire agreement. These Terms, the data processing agreement appended hereto and the displayed prices constitute the entire agreement between us; they prevail over any other document, including your own purchasing terms.
Severability. If a clause is held to be void or unenforceable, the others remain in force; the clause is replaced by a valid clause of equivalent effect.
No waiver. Failure to rely on a breach does not constitute a waiver of the right to rely on it later.
Evidence. The logs and records of the App and of Shopify constitute evidence between the parties, unless proven otherwise.
Notices. Notices are validly given by email: to hello@insider-club.app for us, to the email address of your Shopify account for you.
Language. These Terms are drafted in French and translated for information purposes. In the event of any discrepancy, the French version prevails.

18. Governing law and jurisdiction

These Terms are governed by French law. Before taking any legal action, the parties seek an amicable solution for 30 days from notification of the dispute.

FAILING AN AMICABLE AGREEMENT, ANY DISPUTE RELATING TO THE FORMATION, INTERPRETATION, PERFORMANCE OR TERMINATION OF THESE TERMS SHALL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE NANTES COMMERCIAL COURT (TRIBUNAL DE COMMERCE DE NANTES), INCLUDING FOR INTERIM PROCEEDINGS, THIRD-PARTY CLAIMS OR MULTIPLE DEFENDANTS, AND REGARDLESS OF THE COUNTRY IN WHICH THE MERCHANT IS ESTABLISHED.

Appendix: data processing agreement

This agreement, entered into pursuant to Article 28 of the GDPR, applies to the personal data of Members that we process on behalf of the Merchant (the “Controller”) in connection with the App. We act therein as the “Processor”.

A1. Subject matter, nature and purpose. Hosting, storage, display, moderation, notification and return of Content and Member data, for the sole purpose of providing the forum to the Store. Categories of data: identity (display name, email, Shopify customer ID), Content, connection and notification data. Data subjects: Members and forum administrators. Duration: that of the contract.

A2. Instructions. We process the data only on the documented instructions of the Controller, which result from these Terms and from the configuration of the App. We inform the Controller if we consider that an instruction infringes the GDPR.

A3. Confidentiality. Persons authorized to process the data are bound by a confidentiality obligation and are only given access to the data necessary for their duties.

A4. Security. We implement the measures described in the privacy policy (encryption in transit and at rest, access control, logging, backups, updates) and adapt them as risks evolve.

A5. Sub-processors. The Controller authorizes the use of the processors listed in the privacy policy (Shopify, Cloudflare, Resend and, where applicable, the App’s hosting provider). We inform the Controller of any addition or replacement at least 30 days in advance by email or in the App; the Controller may object on legitimate grounds and, failing agreement, terminate the contract free of charge. We impose on each sub-processor obligations equivalent to our own and remain liable to the Controller for their performance.

A6. Transfers. Any transfer outside the European Union is based on an adequacy decision, the provider’s certification under the EU–US Data Privacy Framework or the European Commission’s standard contractual clauses.

A7. Assistance. We assist the Controller, through appropriate technical and organizational measures, in responding to Members’ requests to exercise their rights (including through the “customers/data_request” and “customers/redact” requests forwarded by Shopify), in ensuring the security of processing, in notifying data breaches and, where necessary, in carrying out an impact assessment.

A8. Data breach. We notify the Controller of any personal data breach concerning them without undue delay after becoming aware of it, and at the latest within 48 hours, with the information useful for their own notification obligations.

A9. End of processing. At the end of the contract, the Controller may request the return of the data until uninstallation. We then delete all data within the time limits indicated in the privacy policy (no later than 30 days after uninstallation, with backups within the following 30 days), unless a legal obligation requires retention.

A10. Documentation and audit. We keep available to the Controller the information necessary to demonstrate compliance with our obligations. The Controller may, at most once a year and with 30 days’ notice, send us an audit questionnaire, or have an on-site audit carried out at their own expense by an independent auditor bound by confidentiality, during business hours and without disrupting the service.

A11. Liability. The Processor’s liability under this agreement is subject to Article 14 of the Terms, to the extent permitted by Article 82 of the GDPR.