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Terms of Service

Last updated: May 1, 2026

Effective date: May 1, 2026

These Terms of Service ("Terms") govern access to and use of the BidWise Shopify app, websites, software, services, and related features (collectively, the "Service") provided by XeroBit Inc., doing business as BidWise ("BidWise," "we," "us," or "our").

By installing, accessing, or using BidWise, you agree to these Terms. If you use BidWise on behalf of a company or other organization, you represent that you have authority to bind that organization, and "you" means that organization.

1. The Service

BidWise is a Shopify app that helps merchants add private "make an offer" workflows to Shopify product pages. Buyers can submit offers, merchants can accept, decline, or counter, and accepted offers can be converted into Shopify Draft Orders for checkout through Shopify.

BidWise is not an auction platform, payment processor, marketplace, escrow service, lending service, broker, reseller, or legal/tax advisor. BidWise does not own, list, sell, ship, or warrant a merchant's products.

2. Shopify relationship

BidWise is designed to operate within Shopify's platform. Your use of Shopify, Shopify checkout, Shopify Billing, Shopify Draft Orders, and Shopify APIs is also governed by Shopify's applicable terms, policies, and requirements.

You are responsible for maintaining your Shopify account, store, theme, products, payment settings, taxes, shipping, refund policies, and legal notices.

3. Eligibility and authority

You may use BidWise only if you:

  • Are legally able to enter into a binding contract.
  • Have authority to install apps and manage the relevant Shopify store.
  • Will use the Service only for lawful business purposes.
  • Will comply with these Terms, Shopify's applicable requirements, and all applicable laws.

4. Merchant responsibilities

You are responsible for:

  • Your products, pricing, inventory, product descriptions, fulfillment, returns, refunds, warranties, taxes, and customer service.
  • Your relationship with buyers and any commitments you make to buyers.
  • Configuring offer rules, thresholds, expiration periods, email templates, and widget text accurately.
  • Reviewing offers before accepting or countering where manual review applies.
  • Ensuring that accepted offers, discounts, Draft Orders, and negotiated prices comply with your policies, applicable law, and any MAP, resale, distributor, channel, or supplier obligations.
  • Maintaining accurate privacy notices, terms, cookie notices, and other disclosures on your storefront.
  • Obtaining any buyer consent required for marketing or non-transactional communications.
  • Ensuring that information you provide through BidWise is accurate, lawful, and does not include unnecessary sensitive personal information.

5. Buyer offers and merchant decisions

BidWise helps facilitate structured offer communication. An offer submitted through BidWise is not automatically a binding sale unless and until the merchant accepts the offer, a valid checkout or order is created, and all other conditions required by the merchant and Shopify are satisfied.

Merchants remain solely responsible for deciding whether to accept, decline, counter, honor, cancel, refund, or fulfill any transaction, subject to applicable law and Shopify requirements.

BidWise may apply merchant-configured rules to automatically block, decline, counter-recommend, or accept offers. You are responsible for your rule configuration and for testing it before relying on it.

6. Draft Orders and checkout

When an offer is accepted, BidWise may create a Shopify Draft Order at the agreed price and send or enable a private checkout link. Checkout, payment processing, taxes, shipping, order confirmation, and payment disputes are handled through Shopify and the merchant's configured providers.

BidWise is not responsible for payment failures, chargebacks, tax calculations, shipping rates, inventory changes, buyer non-payment, Shopify outages, or third-party checkout issues.

7. Transactional emails

BidWise may send transactional emails to buyers and merchants about offer workflows, including offer received, declined, countered, invoice link, new offer, and paid notifications. You authorize BidWise to send these emails as necessary to provide the Service.

You are responsible for ensuring email template content that you customize is lawful, accurate, non-misleading, and consistent with your obligations to buyers. You may not use BidWise transactional emails for unrelated marketing unless valid consent and legal requirements are satisfied.

8. Acceptable use

You must not use BidWise to:

  • Submit or facilitate fraudulent, deceptive, abusive, spam, or fake offers.
  • Circumvent Shopify checkout, Shopify payments requirements, or Shopify platform rules.
  • Sell prohibited, illegal, counterfeit, stolen, unsafe, or infringing goods.
  • Misrepresent prices, availability, discounts, product attributes, shipping, taxes, or order terms.
  • Violate consumer protection, privacy, anti-spam, export, sanctions, anti-bribery, tax, advertising, or intellectual-property laws.
  • Collect unnecessary sensitive personal information from buyers through offer messages.
  • Upload malicious code, attack the Service, probe for vulnerabilities, disrupt operations, or bypass access controls.
  • Resell, sublicense, rent, lease, or provide BidWise as a managed service without our written permission.
  • Reverse engineer, copy, scrape, or misuse the Service except as allowed by law.

We may suspend or terminate access if we believe you violated these Terms or your use creates risk to BidWise, Shopify, buyers, merchants, or third parties.

9. Account security

You are responsible for securing your Shopify account, administrator access, and devices. Actions taken through your authorized Shopify account or app installation may be treated as authorized by you.

Notify us promptly at contact@bidwiseapp.com if you believe your account or app installation has been compromised.

10. Fees, billing, trials, and cancellation

Current plans and pricing are displayed on our website at bidwiseapp.com and in the BidWise app before you approve a paid plan. Paid Shopify App Store subscriptions must be billed through Shopify Billing unless Shopify permits otherwise.

  • Trial period: none. Paid plans begin billing immediately upon subscription.
  • Refund policy: all fees are non-refundable, except where required by law or at BidWise's discretion.
  • Cancellation: merchants may cancel by uninstalling the app or cancelling the subscription through Shopify, subject to Shopify Billing behavior.

Fees are non-refundable to the maximum extent permitted by law. You remain responsible for charges incurred before cancellation.

11. Beta, trials, and free features

Some features may be offered as beta, preview, free, trial, or early-access features. These features may be changed, limited, suspended, or discontinued at any time and may be subject to additional terms.

12. Availability and changes

We aim to provide a reliable Service, but we do not guarantee that BidWise will be uninterrupted, error-free, secure, or available at all times. We may update, modify, add, or remove features from time to time.

We may perform maintenance or suspend access when necessary for security, legal, operational, or platform reasons.

13. Support

Support is available at contact@bidwiseapp.com. Support hours, response targets, and support channels may vary by plan. We aim to respond within 48 weekday hours, excluding holidays.

14. Privacy and data protection

Our Privacy Policy explains how BidWise collects, uses, and protects personal information. If applicable, our Data Processing Agreement forms part of these Terms for processing merchant-controlled personal data.

You represent that you have provided all legally required notices and obtained all legally required rights, permissions, and consents for BidWise to process information submitted through your store.

15. Confidentiality

Non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential must be protected using reasonable care and used only for purposes related to the Service. Confidentiality obligations do not apply to information that is public, already known, independently developed, or lawfully received from a third party.

16. Intellectual property

BidWise and its software, design, workflows, documentation, branding, and content are owned by BidWise or its licensors and are protected by intellectual-property laws. These Terms do not transfer ownership of BidWise intellectual property to you.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for your own Shopify store operations.

You retain ownership of your store data, product data, customer data, and content you provide, subject to the rights you grant us to provide the Service.

17. Feedback

If you provide feedback, suggestions, or ideas, you grant BidWise a perpetual, worldwide, irrevocable, royalty-free right to use them without restriction or compensation.

18. Third-party services

BidWise depends on Shopify and other third-party services such as hosting, email delivery, databases, and monitoring providers. We are not responsible for third-party services, and their terms and privacy policies may apply.

19. Disclaimers

To the maximum extent permitted by law, BidWise is provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise. We disclaim all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, and error-free operation.

We do not guarantee increased sales, recovered revenue, conversion rates, buyer acceptance, successful payment, approval by Shopify, or compliance with laws specific to your business.

20. Limitation of liability

To the maximum extent permitted by law, BidWise and its affiliates, officers, employees, contractors, and licensors will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages; loss of revenue, data, goodwill, or business opportunity; or costs of substitute services.

To the maximum extent permitted by law, BidWise's total liability for all claims arising out of or relating to the Service or these Terms will not exceed the greater of: (a) amounts paid by you to BidWise for the Service in the three months before the event giving rise to the claim; or (b) CAD $100.

Some jurisdictions do not allow certain limitations, so some limitations may not apply to you.

21. Indemnity

You will defend, indemnify, and hold harmless BidWise and its affiliates, officers, employees, contractors, and licensors from and against claims, damages, liabilities, losses, costs, and expenses, including reasonable legal fees, arising from or related to:

  • Your products, store, offers, orders, fulfillment, refunds, taxes, warranties, or buyer disputes.
  • Your configuration or use of BidWise.
  • Your breach of these Terms or applicable law.
  • Your content, email templates, or communications.
  • Allegations that your products, content, or use of the Service infringes or violates third-party rights.

22. Suspension and termination

You may stop using BidWise at any time by uninstalling the app or cancelling your subscription through Shopify.

We may suspend or terminate the Service or your access if:

  • You breach these Terms.
  • Your use creates security, legal, platform, or operational risk.
  • Shopify requires or recommends suspension.
  • Payment fails or your subscription is cancelled.
  • Continuing to provide the Service would be unlawful or commercially impractical.

After termination, we may delete or anonymize data according to our Privacy Policy, DPA, legal obligations, and backup retention practices.

23. Changes to these Terms

We may update these Terms from time to time. If changes are material, we will provide reasonable notice, such as by email, in-app notice, or posting on our website. The updated Terms will be effective on the date stated. Continued use of the Service after the effective date means you accept the updated Terms.

24. Governing law and disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law rules. The parties consent to the exclusive jurisdiction and venue of the courts located in Toronto, Ontario, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction.

25. Miscellaneous

These Terms, together with the Privacy Policy, DPA if applicable, and any plan-specific terms, form the entire agreement between you and BidWise regarding the Service. If any provision is unenforceable, the remaining provisions remain in effect. You may not assign these Terms without our written consent, except in connection with a merger, acquisition, or sale of substantially all assets. We may assign these Terms as part of a merger, acquisition, restructuring, or sale of assets.

No waiver is effective unless in writing. Headings are for convenience only.

26. Contact

Legal entity: XeroBit Inc. (doing business as BidWise) Contact: contact@bidwiseapp.com

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