Terms of Service

1. The service

Udeely is an affiliate-tracking application for Shopify stores. It lets you (the merchant) recruit affiliates, generate referral links and discount codes, attribute orders to affiliates, calculate commissions, and export payout files. Udeely does not handle commission payments directly — you remain responsible for paying your own affiliates.

2. Who provides it

Udeely is provided by WordCat Edutech (Y-tunnus: 3460399-3), a Finnish toiminimi operated by Andrew Campbell, contactable at legal@udeely.com.

3. Eligibility

To use Udeely you must:

• Operate a Shopify store in good standing;
• Be legally entitled to enter into a contract in your jurisdiction;
• Comply with the Shopify Partner Program Agreement and all applicable laws, including consumer-protection, tax, and data-protection laws in the countries where your customers and affiliates reside.

4. Installation and billing

Installation is performed via the Shopify App Store. Subscription billing (if any) is handled by Shopify under your existing Shopify billing relationship. We do not collect payment cards directly. Refunds follow Shopify's policy.

5. Your obligations

You agree to:

• Maintain your own privacy policy that discloses to your affiliates and customers how their data is processed, including the role of Udeely as a sub-processor (see our DPA at /dpa);
• Pay your affiliates the commissions they have earned, in accordance with the program rules you configure inside Udeely;
• Honour any hold periods, refund clawbacks, and tax-reporting obligations applicable to those payments;
• Not use Udeely to operate any scheme that violates Shopify's Acceptable Use Policy or applicable law (e.g., pyramid or chain-letter schemes; multi-level marketing structures that do not comply with local regulation).

The multi-tier feature in Udeely allows you to pay overrides up to a configurable depth. We make no representation that any particular configuration is lawful in your jurisdiction; that determination is yours.

6. Affiliate accounts

Each affiliate creates their own account through your branded portal at <your-domain>/affiliates. The affiliate's relationship is with you, the merchant — not with Udeely. We process affiliate data on your behalf as a sub-processor (see our DPA). You are responsible for the lawful basis of recruiting, paying, and (where required) tax-reporting affiliates.

7. Acceptable use

You may not:

• Use Udeely to track, profile, or target individuals beyond what is necessary for affiliate-program administration;
• Attempt to extract personal data from other merchants' accounts;
• Reverse-engineer, decompile, or circumvent any technical protection in the service;
• Use Udeely to support any illegal activity, including tax fraud, sanctions evasion, or money laundering.

8. Data and intellectual property

You retain ownership of your merchant data, your affiliate data, your product catalogue, and your customer data. You grant us a limited licence to process that data for the sole purpose of operating the service for you.

We retain ownership of the Udeely application, its source code, its documentation, its branding, and any aggregated, non-identifying usage statistics (e.g., total commission volume processed across all merchants).

9. Service availability

We aim to keep Udeely available, but we do not guarantee uninterrupted service. Webhook processing is queue-backed and retries on transient failures; planned maintenance and unplanned outages may delay attribution or payout-export operations. If a webhook is lost in transit due to a Shopify outage and we cannot recover it within 7 days, the corresponding conversion may not be recorded.

10. Warranty disclaimer

The service is provided “as is” without warranty of any kind. We make no warranty that the attribution model will be free of disputes, that affiliates will agree with the commission decisions, or that the service will be uninterrupted or error-free.

11. Limitation of liability

To the maximum extent permitted by law, our aggregate liability to you for any claim arising out of or relating to the service is limited to the greater of (a) the amount you paid to Shopify for Udeely in the 12 months preceding the claim, or (b) EUR 100.

We are not liable for indirect, incidental, special, consequential, or exemplary damages, including loss of profits, loss of goodwill, or loss of data. Nothing in this section limits liability that cannot be limited under Finnish or EU law (e.g., for gross negligence or wilful misconduct).

12. Indemnity

You will indemnify and hold harmless WordCat Edutech against any claim brought by your affiliates, your customers, your tax authority, or any third party arising out of (a) your operation of your affiliate program, (b) commission decisions you make or refuse to make, or (c) your breach of these terms.

13. Term and termination

These terms remain in effect for as long as Udeely is installed on your store. Either party may terminate at any time: you by uninstalling Udeely from the Shopify Admin; us by giving 30 days' notice via email, or immediately if you materially breach these terms or applicable law.

On termination, data retention follows the schedule in our Privacy Policy. Shopify's shop/redact webhook, fired 48 hours after uninstall, triggers cascade-deletion of every record tied to your shop.

14. Changes to these terms

We may update these terms. Material changes will be notified via the in-app inbox at least 30 days before they take effect. Continued use after the effective date constitutes acceptance.

15. Governing law

These terms are governed by the laws of Finland. Any dispute will be resolved in the courts of Helsinki, Finland, unless mandatory consumer-protection law in your jurisdiction requires otherwise.

16. Contact

Legal and contractual questions: legal@udeely.com.