Terms of Service

Effective date: July 25, 2026

These Terms of Service govern access to and use of the Emersoft Books application, related documentation, websites, integrations and support services. They are intended for business users only.

1. Contracting Entity and Contact Details

Your contracting party is the Emersoft entity identified in the applicable Shopify billing approval, invoice, order form, proposal or subscription confirmation (the “Contracting Entity”). The Emersoft entities that may provide the Services are:

• EMERSOFT LLC, EIN 92-1707678, 9620 Las Vegas Blvd S, Ste E4 #612, Las Vegas, Nevada 89123, United States.

• EMERSOFT LTD, company number 10977747, 21 Navigation Business Village, Navigation Way, Preston, Lancashire, England, PR2 2YP, United Kingdom.

References to “Emersoft”, “we”, “us” or “our” mean the Contracting Entity. If the billing or ordering record does not identify the Contracting Entity, please contact us before using the Services.

General and support enquiries: [email protected] or https://emersoft.co/contact.

2. Eligibility and Authority

The Services are offered solely to businesses, including bookstores, authors, publishers, retailers and other commercial organisations. They are not offered to individuals acting mainly for personal, family or household purposes.

By installing, subscribing to or using the Services, you confirm that you are at least 18 years old, have authority to bind the business you represent, and will ensure that all authorised users comply with these Terms.

3. The Emersoft Books Service

Emersoft Books is a Shopify application that may enable merchants to search and import book catalogue data, create and update Shopify products, synchronise metadata and inventory, manage pre-orders, create or transmit purchase orders, and submit and track fulfilment orders through supported suppliers and integrations.

Available features depend on your subscription plan, supplier eligibility, Shopify configuration, territory and third-party service availability. Feature descriptions on the Shopify App Store, our documentation or order materials form part of the applicable service description, but planned or beta features are not guaranteed unless expressly agreed in writing.

4. Shopify Installation and Authorisation

The App is installed and authorised through Shopify. You authorise Emersoft to access and modify the Shopify resources and data covered by the permissions shown during installation, solely as necessary to provide, secure and support the Services.

You are responsible for maintaining an active Shopify account, granting the required permissions, keeping authorised-user access current, and complying with Shopify’s terms and policies. Shopify is an independent third party and is not responsible for the Services.

The App may use online or offline access tokens and mandatory privacy webhooks. You must not attempt to bypass the Shopify authorisation process, interfere with webhooks, or provide credentials through insecure channels.

5. Supplier Accounts and Third-Party Integrations

The Services may connect with Ingram Content Group, Gardners, Pubnet, Google, Meta, TikTok and other suppliers or platforms. Each third-party service is governed by its own terms, eligibility criteria, pricing, availability and data practices.

Unless expressly stated otherwise, you must maintain any required supplier account, approval, credit facility, territory permission or commercial agreement. Emersoft does not guarantee that a supplier will approve your account or fulfil a particular order.

Emersoft is not affiliated with or endorsed by Ingram Content Group merely because the Services interoperate with Ingram systems. Third-party names and marks remain the property of their respective owners.

6. Merchant Responsibilities

You remain the seller of record and are responsible for your Shopify store, products, customers and legal obligations. In particular, you are responsible for:

• verifying product descriptions, ISBNs, prices, taxes, stock, territories, availability and delivery information before publishing or accepting orders;

• maintaining your own customer-facing terms, privacy notice, cookie notice, refund policy, shipping policy and legally required consumer disclosures;

• obtaining any consents and lawful basis required to collect and disclose customer information for order fulfilment;

• managing customer support, cancellations, returns, refunds, chargebacks, damaged or missing goods, and complaints, except to the extent a supplier has expressly assumed responsibility;

• maintaining accurate account, billing, supplier and contact information; and

• using the Services only for lawful business purposes and in accordance with the Acceptable Use Policy.

7. Catalogue, Inventory and Order Information

Catalogue, metadata, images, prices, availability, inventory and fulfilment information may originate from merchants, Shopify, suppliers or other third parties. Although we use reasonable care in transmitting and displaying information, third-party data may be delayed, incomplete or inaccurate.

You must review imported information and remain responsible for what is published in your store. Supplier updates may overwrite or change synchronised fields where the App is configured to do so. Emersoft is not responsible for losses caused solely by inaccurate or unavailable third-party data, except where caused by Emersoft’s failure to exercise reasonable care.

8. Orders and Fulfilment

When enabled, the App may transmit order and delivery information to a selected supplier and receive fulfilment, status or tracking updates. An order is not accepted by a supplier until the supplier confirms acceptance under its applicable process.

Orders may fail, be rejected, delayed, placed on hold or remain unfulfilled because of stock, pricing, address, supplier, network, API or account issues. We will use commercially reasonable efforts to surface available error or status information, but you are responsible for monitoring orders and taking appropriate action with customers and suppliers.

Emersoft does not take title to books, act as the merchant of record, or guarantee supplier performance unless a separate written agreement expressly states otherwise.

9. Plans, Fees and Shopify Billing

Current plans, features and prices are displayed in the Shopify App Store or in an applicable written offer. Charges are stated in United States dollars unless expressly stated otherwise. Recurring and usage-based charges may be billed through Shopify Billing at the frequency disclosed before approval.

By approving a Shopify charge or other order, you authorise the applicable recurring and usage-based charges, taxes and expressly agreed fees. Shopify or another payment provider may process payment information under its own terms. Emersoft does not receive full payment-card details from Shopify billing.

You are responsible for applicable taxes, bank charges and currency-conversion costs, except taxes imposed on Emersoft’s net income.

10. Renewals, Cancellation and Refunds

Subscriptions renew automatically for the disclosed billing period until cancelled through Shopify or another method we make available. Cancellation normally takes effect at the end of the current paid billing period unless the subscription interface states otherwise.

Fees already charged are non-refundable and non-creditable, including for unused time, except where required by law, caused by a verified billing error, or expressly approved by Emersoft in writing. Cancelling a subscription does not cancel supplier orders or liabilities already incurred.

We may change prices or plan features on advance notice. A price change applies no earlier than the next renewal unless required by law or accepted by you through Shopify.

11. Account and Credential Security

You are responsible for activity performed through your Shopify store and authorised integrations. You must use appropriate passwords, multi-factor authentication where available, role-based access and prompt offboarding of former personnel.

You must not share Shopify, Gardners, Ingram, Pubnet or other integration credentials with unauthorised third parties. Notify us promptly if you suspect compromise, unauthorised access or misuse. We are not responsible for incidents caused by your failure to follow reasonable security practices, except to the extent caused by our own breach of duty.

12. Acceptable Use

You and your authorised users must comply with the Acceptable Use Policy, which is incorporated into these Terms. We may apply reasonable technical limits, rate limits or safeguards to protect the Services, other customers, suppliers and networks.

13. Intellectual Property and Licence

Emersoft and its licensors retain all rights in the App, source code, software, interfaces, documentation, branding, workflows and other materials supplied by Emersoft. Subject to payment and compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to use the Services for your internal business operations during the subscription term.

You retain ownership of your business data, configurations and content. You grant Emersoft a limited licence to host, reproduce, transform, transmit and otherwise process that content only as reasonably necessary to provide, secure, support and improve the Services in accordance with the Privacy Policy and Data Processing Agreement.

Supplier catalogue data, book metadata, images and related materials may be subject to third-party rights and licence restrictions. You are responsible for using them within the permissions granted by the relevant supplier or rights holder.

We may use feedback and suggestions without restriction or payment, provided that we do not publicly identify you or disclose your confidential information without permission.

14. Data Protection

For merchant account, billing, support, security and business-contact information, Emersoft generally acts as an independent controller. When Emersoft processes end-customer order and fulfilment information on a merchant’s behalf, Emersoft acts as a processor or service provider, as applicable.

The Data Processing Agreement, including its processing details, subprocessor provisions, international-transfer terms and technical and organisational measures, is incorporated into these Terms where applicable. You instruct Emersoft to process Merchant Personal Data as necessary to provide the Services and as otherwise documented by you.

You must not submit special-category data, highly sensitive data or children’s data unless expressly supported and lawfully authorised. Payment-card information must remain with Shopify or an approved payment provider.

15. Confidentiality

Each party may receive non-public business, technical or commercial information from the other. The receiving party must use such information only for the relationship, protect it with reasonable care and disclose it only to personnel and providers who need it and are bound by confidentiality obligations. This does not cover information that is public through no breach, already lawfully known, independently developed, or lawfully received from another source. A receiving party may disclose confidential information where lawfully compelled, but should provide advance notice where legally permitted and limit the disclosure to what is required.

16. Availability, Maintenance and Support

We aim to provide a reliable service but do not guarantee uninterrupted or error-free operation unless a separate Service Level Agreement expressly states otherwise. Availability may be affected by maintenance, security work, Shopify, suppliers, hosting, internet services or events outside our reasonable control.

We may modify, replace or discontinue features for security, legal, supplier, technical or business reasons. Where a change materially reduces paid core functionality, we will provide reasonable advance notice when practicable and, if we discontinue the paid Service before the end of a prepaid period, a proportionate refund for the unused period.

17. Suspension and Termination

We may suspend or restrict access where reasonably necessary because of non-payment, material breach, fraud, unlawful activity, security risk, excessive or abusive use, supplier or Shopify requirements, or legal obligations. Where the issue can be remedied and immediate action is not required, we will normally provide notice and a reasonable opportunity to cure.

On termination, your licence ends and outstanding amounts become due. The App performs uninstall and privacy-webhook deletion processes as described in the Privacy Policy and Data Processing Agreement. Where technically and legally feasible, you should export needed information before uninstalling. Data in protected backups may remain beyond use until the normal deletion cycle completes.

18. Disclaimer of Warranties

To the maximum extent permitted by law, the Services are provided “as is” and “as available”. We disclaim implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. We do not warrant that the Services or third-party data will be uninterrupted, error-free, complete, secure against every threat, or suitable for every merchant, supplier or territory.

Nothing in these Terms excludes any warranty or duty that cannot lawfully be excluded.

19. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings or data, arising from the Services, even if advised that such loss was possible.

Emersoft’s total aggregate liability arising from the Services or these Terms will not exceed the fees paid or payable to the Contracting Entity for the affected Services during the 12 months before the event giving rise to the claim.

Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, or any liability that applicable law does not permit to be limited. Data-protection liability is also subject to any mandatory rights and remedies under applicable law and the Data Processing Agreement.

20. Indemnity

You will indemnify Emersoft against third-party claims, losses and reasonable legal costs arising from your unlawful use of the Services, breach of these Terms, infringement by content you provide, violation of supplier rights, or failure to meet your obligations to end customers, except to the extent caused by Emersoft’s breach, negligence or wilful misconduct.

Emersoft will give prompt notice of a covered claim, allow you reasonable control of the defence, and provide reasonable cooperation. You may not settle a claim in a manner that admits fault by or imposes non-monetary obligations on Emersoft without prior written consent.

21. Changes to These Terms

We may update these Terms to reflect legal, security, technical, supplier or business changes. We will give reasonable notice of material changes by email, an in-App notice or another durable method. Urgent security or legal changes may take effect immediately. Continued use after the effective date constitutes acceptance, but changes do not retroactively alter accrued rights.

22. Governing Law and Disputes

Before commencing formal proceedings, each party will give written notice of the dispute and attempt in good faith to resolve it for at least 30 days, unless urgent injunctive relief is required.

If the Contracting Entity is EMERSOFT LLC, these Terms are governed by Nevada law, without regard to conflict-of-law rules, and the state and federal courts located in Clark County, Nevada have exclusive jurisdiction.

If the Contracting Entity is EMERSOFT LTD, these Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

To the extent permitted by law, US disputes must be brought on an individual basis and not as a class, collective or representative action.

23. General Terms

These Terms, the applicable order or Shopify billing approval, Privacy Policy, Acceptable Use Policy and Data Processing Agreement form the entire agreement for the Services. If they conflict, the order of precedence is: signed order or negotiated agreement, Data Processing Agreement for data-protection matters, these Terms, then the other policies.

Neither party may assign the agreement without the other’s consent, except in connection with a merger, reorganisation or sale of substantially all relevant assets, provided the assignee assumes the obligations. Neither party is liable for delay or failure caused by events beyond its reasonable control, except that payment obligations for Services already provided remain due. Failure to enforce a right is not a waiver. Invalid provisions will be narrowed or removed while the remainder continues in force. Headings are for convenience only.

The English-language version controls over translations. Provisions concerning payment, intellectual property, confidentiality, liability, indemnity, dispute resolution and data handling survive termination to the extent necessary.

24. Contact

Questions about these Terms may be sent to [email protected] or through https://emersoft.co/contact.