JENNi for Shopify — Terms of Service (Merchants)

Last Updated: 2025, December

These Terms of Service ("Terms") are a legal agreement between you ("Merchant," "you," "your") and Jenni Pro Inc. ("JENNi," "we," "us," "our"). These Terms govern your access to and use of the JENNi for Shopify embedded application (the "App"), the JENNi merchant console (the "Console"), and any related services, documentation, and support (collectively, the "Services").

By installing the App, accessing the Services, or enabling any feature (including "Never Out"), you agree to be bound by these Terms.

1) Definitions

  • "Shopify" means Shopify Inc. and its affiliates.
  • "Store" means the Shopify store(s) you connect to the Services.
  • "End Customer" means a customer purchasing from your Store.
  • "SKU" means a Shopify product variant.
  • "Barcode" means a GTIN/UPC/EAN or other globally recognized identifier stored in Shopify for a SKU.
  • "Eligible SKU" means a SKU that meets JENNi's eligibility criteria (including having a valid Barcode and available backup supply).
  • "Never Out" means the feature that, when enabled for an Eligible SKU, permits JENNi to attempt to fulfill units of that SKU when the Store's inventory reaches zero, subject to your settings and these Terms.
  • "Fulfillment" means sourcing, purchasing/procuring, packing, shipping, and delivering products for orders that you authorize JENNi to fulfill.
  • "Fulfillment Charges" means per-order and per-unit charges associated with Fulfillment (product cost, shipping, handling, taxes/duties where applicable, and related fees) billed through the Console (not Shopify subscription billing).
  • "Subscription Fees" means App subscription fees billed through Shopify's billing system.
  • "Merchant Data" means data you or Shopify provides to JENNi in connection with the Services, including Store data, product catalog data, inventory data, order and fulfillment data, and support communications.
  • "Protected Customer Data" means customer personal data accessed through Shopify APIs and/or webhooks, including (where applicable) name, address, email, phone, and other order-related personal data.

2) The Services (What JENNi Does)

JENNi provides a backup inventory and fulfillment layer for Shopify that can:

  1. Assess coverage by scanning your catalog and identifying which SKUs have valid Barcodes and which of those can be protected by backup supply.
  2. Enable controls to turn Never Out ON/OFF per SKU or in bulk for Eligible SKUs.
  3. Auto-fulfill sold-out Eligible SKUs when your Store inventory reaches zero, if Never Out is enabled and subject to your settings (including margin/profit guardrails).
  4. Provide order visibility inside Shopify (or in-App) for orders JENNi touched, including status, ETA, and tracking links.
  5. Offer a test order flow to demonstrate behavior before you scale.

No guarantee of availability

Coverage and eligibility can change (e.g., changes in supply, pricing, geography, carrier capacity, fraud risk, or your Store settings). JENNi does not guarantee that any particular Eligible SKU will remain eligible or that any specific order will be fulfilled.

3) Merchant Eligibility and Authority

You represent and warrant that:

  • You are at least the age of majority and have authority to bind the business entity operating the Store.
  • All information you provide is accurate and current.
  • You will use the Services only for legitimate commercial purposes and in compliance with all applicable laws.

4) Shopify Relationship; Third-Party Terms

  1. Shopify is not a party. Shopify is not responsible for the Services.
  2. Shopify terms apply. Your use of Shopify is governed by your agreements with Shopify.
  3. API and Partner requirements. JENNi's access to Store data is enabled through Shopify APIs and webhooks and is subject to Shopify platform rules, including privacy and protected customer data requirements.

5) Installation, Access Scopes, and App Permissions

When you install the App, you authorize JENNi to access Store data through Shopify APIs and webhooks for the purposes described in these Terms and the Privacy Policy, including:

  • Product and variant data (title, SKU, Barcode/GTIN/UPC, options)
  • Inventory levels and availability signals
  • Orders, fulfillments, shipment/tracking status
  • Store configuration necessary to perform the Services (as applicable)

You are responsible for reviewing requested scopes and installing the App only if you agree.

6) Never Out Feature — How It Works (Contractual Mechanics)

6.1 Enablement

  • Never Out can be enabled at the Store level and/or per SKU (including bulk enablement) for Eligible SKUs.
  • Ineligible SKUs may include (examples): missing Barcode, no trusted match, or region not supported.

6.2 Fulfillment Authorization

When you enable Never Out for a SKU, you authorize JENNi (acting as your service provider and, where necessary, as your limited agent for procurement/logistics) to:

  • Receive order details for Never Out-enabled Eligible SKUs when your inventory reaches zero;
  • Procure product units and arrange shipment to your End Customer;
  • Create or update fulfillment/tracking events in Shopify (as permitted by Shopify);
  • Communicate operational notifications to you (and, where you configure it, to your team email).

6.3 Supplier Confidentiality / "JENNi Fulfillment"

You acknowledge and agree that JENNi's supply sources and upstream vendors are proprietary and confidential. Within Shopify interfaces, JENNi may appear as "JENNi Fulfillment" and not disclose upstream vendors.

6.4 Failure to Fulfill

If JENNi cannot fulfill an order (for example, due to supply unavailability, pricing outside your guardrails, fraud risk, address constraints, or other operational reasons), JENNi may mark the attempt as failed/declined and/or request your action, and you remain responsible for customer resolution.

7) Profit / Margin Guardrails ("Profit Protection")

You may configure guardrails that restrict fulfillment (e.g., fulfill only when JENNi's cost is within a specified threshold relative to your selling price). You acknowledge:

  • Guardrails reduce the risk of negative margin but can also increase failed/declined fulfillment events.
  • Selling price, promotions, shipping charges, taxes, and other factors may affect profitability.
  • JENNi is not responsible for your pricing strategy or margin outcomes.

8) Test Order Flow

If you initiate a test order, you authorize JENNi to create and/or process a test transaction as described in the App experience. Test orders may incur Fulfillment Charges unless explicitly labeled as a simulated test inside the App/Console.

9) Merchant Responsibilities

You agree to:

  1. Maintain accurate catalog data including Barcodes (GTIN/UPC) and product attributes.
  2. Maintain lawful operations including required customer disclosures and consent to share data with service providers for fulfillment.
  3. Provide customer support as merchant of record (including returns, exchanges, and chargebacks), unless you have a separate written agreement with JENNi stating otherwise.
  4. Pay all fees when due (Subscription Fees via Shopify; Fulfillment Charges via Console).
  5. Use the Services safely and not for prohibited items, fraud, deceptive practices, or any unlawful activity.

10) Fees, Billing, Taxes

10.1 Subscription Fees (Shopify Billing)

Subscription Fees are billed via Shopify under the plan you select (e.g., Starter/Growth/Pro) and are subject to Shopify's billing terms.

10.2 Fulfillment Charges (JENNi Console)

Fulfillment Charges are billed through the Console and are separate from Shopify billing. You must maintain a valid payment method in the Console. If payment fails, JENNi may suspend fulfillment and/or disable Never Out.

10.3 Taxes

You are responsible for any taxes associated with your Store sales. JENNi may pass through shipping taxes/duties where applicable as part of Fulfillment Charges.

11) Data, Privacy, and Data Protection

Your and your End Customers' personal data will be processed in accordance with the JENNi for Shopify Privacy Policy and, where applicable, the Data Processing Addendum (DPA) attached below.

You agree that you will not instruct JENNi to process personal data in a manner that violates applicable law, and that you have provided all required notices and obtained any required consents from End Customers for sharing their data with fulfillment providers.

12) Confidentiality

Each party may receive confidential information from the other. Confidential information includes supply relationships, pricing logic, matching/eligibility outputs, and non-public operational details. Each party agrees to protect the other's confidential information using reasonable care and to use it only to perform under these Terms.

13) Acceptable Use; Restrictions

You will not:

  • Reverse engineer, copy, or create derivative works of the App/Services;
  • Interfere with or disrupt the Services;
  • Use the Services to violate Shopify terms, law, or third-party rights;
  • Use the Services for regulated/restricted products where fulfillment or sale is unlawful or requires special licensing without having such licensing.

14) Intellectual Property

JENNi retains all right, title, and interest in and to the Services and all related IP. JENNi grants you a limited, non-exclusive, non-transferable license to use the Services during the Term, solely for operating your Store.

You grant JENNi a limited license to use Merchant Data to provide, maintain, and improve the Services and to fulfill orders as authorized.

15) Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." JENNi DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

JENNi DOES NOT GUARANTEE THAT NEVER OUT WILL PREVENT ALL STOCKOUT-RELATED REVENUE LOSS OR THAT ALL SOLD-OUT ORDERS WILL BE FULFILLED.

16) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, JENNi WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, JENNi'S TOTAL LIABILITY FOR ALL CLAIMS IN ANY 12-MONTH PERIOD WILL NOT EXCEED THE GREATER OF (A) SUBSCRIPTION FEES PAID TO JENNi VIA SHOPIFY IN THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (B) $500.

17) Indemnification

You will indemnify, defend, and hold harmless JENNi from and against third-party claims arising from:

  • Your Store operations, products, marketing, or policies;
  • Your breach of these Terms;
  • Your violation of law or third-party rights; or
  • Your failure to provide required notices/consents to End Customers.

18) Term; Suspension; Termination

18.1 Term

These Terms begin when you install or access the Services and continue until terminated ("Term").

18.2 Suspension

JENNi may suspend or disable Never Out or the Services if: (a) payment fails, (b) fraud/abuse is suspected, (c) your instructions create legal/compliance risk, or (d) required data access is revoked.

18.3 Termination

You may terminate by uninstalling the App. JENNi may terminate for cause (including non-payment, unlawful use, or material breach).

18.4 Effect of Termination

Upon termination, your access ends. Data deletion and retention are governed by the Privacy Policy and DPA, including Shopify GDPR webhooks.

19) Dispute Resolution; Arbitration; Class Waiver

Informal Resolution. Before initiating formal proceedings, each party agrees to attempt good-faith resolution by contacting the other party.

Binding Arbitration. Except for claims eligible for small claims court or claims seeking injunctive relief for IP misuse, any dispute will be resolved by binding arbitration on an individual basis, and not in a class, consolidated, or representative action.

Class Action Waiver. YOU AND JENNi AGREE TO BRING CLAIMS ONLY IN YOUR INDIVIDUAL CAPACITY.

20) General

  • Assignment: You may not assign without JENNi's consent.
  • Notices: Notices to JENNi: legal@jennipro.com (and physical address below).
  • Changes: JENNi may update these Terms; continued use after effective date constitutes acceptance.
  • Severability: Unenforceable provisions will be modified to reflect intent.
  • Entire Agreement: These Terms, Privacy Policy, and DPA are the entire agreement.

21) Contact

Jenni Pro Inc.
110 E Houston St, San Antonio, TX 78205
Email: legal@jennipro.com

JENNi for Shopify — Privacy Policy

Last Updated: 2025, December

This Privacy Policy explains how Jenni Pro Inc. ("JENNi," "we," "us," "our") collects, uses, discloses, and retains information when:

  • A merchant installs/uses the JENNi for Shopify App and Console; and/or
  • A Store's End Customer interacts with Store experiences powered by JENNi (e.g., eligibility checks, delivery availability widgets, tracking links).

Shopify requires app developers to clearly disclose what data is collected via Shopify APIs, directly from merchants, and directly from merchants' customers; how it is used; how long it is retained; cross-border processing; and how to contact you (often including a physical address).

1) Roles: Merchant vs. JENNi (Controller/Processor)

  • Merchants determine why and how their customers' personal data is processed in their Store and are typically the data controller (or "business" under some U.S. laws).
  • JENNi processes customer personal data on the merchant's behalf to provide fulfillment and related Services and is typically a data processor (or "service provider/processor" under U.S. state laws), except where JENNi acts as an independent controller for limited purposes such as fraud prevention, security, and legal compliance.

See the Data Processing Addendum (DPA) below.

2) Information We Collect

We collect information in three primary ways:

A) Information collected via Shopify APIs and webhooks (Merchant + Store data)

Depending on permissions/scopes granted, we may access:

  • Store identifiers (Shop domain, store ID)
  • Product & variant data: title, SKU, variant options, Barcode/GTIN/UPC, images (optional), collections (optional)
  • Inventory and availability signals
  • Order and fulfillment data (for orders that JENNi fulfills or evaluates): order number, line items, fulfillment status, shipment events, tracking numbers/URLs
  • Customer personal data where required to fulfill: name, shipping address, email, phone (if present), and related order metadata

Shopify treats customer/order/fulfillment data as protected customer data, and access—especially to identifiers like name/address/email/phone—requires meeting Shopify's minimization and security requirements and obtaining approval where applicable.

B) Information collected directly from merchants

We may collect:

  • Admin contact details (name, email, phone)
  • Business information (company name, support contacts)
  • Console billing setup details (payment method tokenization handled by our payment processor; we do not store full card numbers)
  • Support communications and attachments
  • Configuration settings (Never Out toggles, guardrails, notification emails)

C) Information collected directly from End Customers (through Store experiences powered by JENNi)

Depending on how your Store implements JENNi experiences, we may collect:

  • Zip/postal code entered by a customer to check availability or delivery options
  • Device and usage data (IP address, device type, browser signals)
  • Cookies/local storage used to remember user preferences (e.g., previously entered zip code), prevent fraud, and maintain session/security
  • Tracking-link interactions (page views, timestamps, delivery status views)

3) How We Use Information

We use the collected information to:

  1. Provide the Services (coverage evaluation, eligibility, Never Out execution, fulfillment creation, tracking updates)
  2. Fulfill orders (procurement, packing, shipping, delivery, tracking)
  3. Apply your settings (e.g., profit/margin guardrails; per-SKU enablement)
  4. Operate the Console (billing, invoices/statements, operational reporting)
  5. Support and troubleshoot (respond to tickets; investigate failures)
  6. Security and fraud prevention (detect misuse, fraud, unauthorized access)
  7. Compliance (legal obligations, audits, tax/finance recordkeeping)
  8. Improve and develop the Services (aggregate analytics; performance improvements)

We do not use End Customer personal data obtained through Shopify APIs to market to End Customers on behalf of unrelated parties.

4) How We Share Information

We share information only as needed for the Services:

A) With fulfillment and logistics partners

To fulfill orders, we may share limited order details (e.g., ship-to name/address, items, contact details as needed by the carrier) with:

  • Carriers and last-mile delivery providers
  • Warehouses, packers, and logistics vendors
  • Supply partners involved in procurement (kept confidential to merchants as "JENNi Fulfillment")

B) With service providers (subprocessors)

We use vendors for hosting, observability, support, email delivery, analytics, and payments. These vendors are contractually restricted to processing data for providing services to JENNi.

C) With Shopify

We exchange data with Shopify to operate the App (billing events, fulfillments, order updates, app status).

D) For legal and compliance reasons

We may disclose data to comply with law, respond to lawful requests, enforce our Terms, or protect rights, safety, and security.

5) Data Retention

Shopify expects you to disclose how long you retain data. We retain data only as long as necessary for the purposes described:

  • Active merchant accounts: we retain Merchant Data while the App is installed and/or the Console account is active.
  • Order/fulfillment records: retained for a reasonable period for operational support, dispute handling, and financial compliance (typically up to 24 months, unless a longer period is required by law or needed for active disputes).
  • Logs and security records: retained for security, reliability, and fraud prevention for limited periods.
  • Upon uninstall: we initiate deletion workflows as described below (including Shopify GDPR webhooks).

6) Data Deletion, Uninstall, and Shopify GDPR Webhooks

Shopify requires public apps to subscribe to mandatory GDPR webhooks and delete customer/shop data upon requests.

We support the following Shopify GDPR webhooks:

  • customers/data_request (request to know what data we have)
  • customers/redact (request deletion of a customer's personal information associated with a shop)
  • shop/redact (request deletion of customer personal data associated with a shop after uninstall)

When we receive a valid customers/redact request, we delete the customer personal data associated with that shop to the extent we are required and able to do so, unless retention is required by law.

When we receive shop/redact, Shopify sends it after a shop uninstalls the app and expects deletion of customer personal data associated with that shop.

Merchant requests: Merchants can also contact us at privacy@jennipro.com (or legal@jennipro.com) to request deletion/closure. We may need to retain certain records for legal, tax, or dispute purposes.

7) International Data Transfers

We may process and store data in the United States and other locations where we or our service providers operate. If personal data originating from the EEA/UK is transferred outside those regions, we implement appropriate safeguards (such as standard contractual clauses) where required. Shopify highlights cross-border transfer considerations under GDPR.

8) Security

We maintain administrative, technical, and physical safeguards designed to protect data, including access controls, least-privilege practices, monitoring, and secure development/operations processes. No method of transmission or storage is 100% secure.

9) Individual Rights (End Customers and Merchant Users)

Shopify requires that apps consider and provide processes for rights requests (access, correction, erasure, restriction), and consider privacy officer/DPO needs.

Depending on jurisdiction, individuals may have rights to:

  • Access and obtain a copy of personal data
  • Correct inaccurate data
  • Delete personal data (subject to exceptions)
  • Restrict or object to certain processing
  • Data portability
  • Opt out of certain processing under applicable U.S. laws (as relevant)

How to submit a request:
Email privacy@jennipro.com with subject "Privacy Request" and include: (i) store domain, (ii) order number (if relevant), (iii) request type, and (iv) the email/phone used at checkout (if applicable). We may need to verify identity and confirm merchant authorization where the merchant is the controller.

10) Cookies and Tracking Technologies

We may use cookies/local storage for session integrity, security, preference retention (e.g., remembering a zip code), and analytics. Merchants remain responsible for cookie notices/consent banners in their Storefront where required.

11) Children's Privacy

The Services are not directed to children, and we do not knowingly collect personal data from children in a manner intended to fall under children-specific privacy laws.

12) Changes to this Policy

We may update this Privacy Policy periodically. The "Last Updated" date will reflect the change. Continued use of the Services after the effective date constitutes acceptance.

13) Contact

Jenni Pro Inc.
123 Cedar Street, San Antonio, TX 78210
Email: privacy@jennipro.com / legal@jennipro.com

Appendix A — Data Processing Addendum (DPA)

Last Updated: 2025, December

This Data Processing Addendum ("DPA") forms part of the Terms and applies to JENNi's processing of personal data on behalf of the Merchant.

1) Roles and Scope

  • Merchant is the Controller/Business (as applicable).
  • JENNi is the Processor/Service Provider (as applicable) when processing personal data to provide the Services.

This DPA applies to Protected Customer Data and other personal data processed by JENNi on Merchant's behalf.

2) Subject Matter, Duration, Nature, and Purpose

  • Subject matter: order fulfillment, tracking, backup inventory execution, and related support.
  • Duration: for the Term and until deletion per Section 9.
  • Nature of processing: collection, storage, use, disclosure (to fulfillment partners), deletion.
  • Purpose: providing the Services under the Terms.

3) Categories of Data and Data Subjects

  • Data subjects: Merchant users; End Customers.
  • Data: identifiers (name, email, phone), shipping address, order details, tracking events, and Store data as needed.

4) Processor Obligations

JENNi will:

  1. Process personal data only on documented instructions from Merchant (including use of App settings such as Never Out enablement and guardrails), unless required by law.
  2. Ensure personnel authorized to process personal data are bound by confidentiality.
  3. Implement appropriate security measures.
  4. Not "sell" personal data (as defined by applicable U.S. state laws) when acting as a service provider/processor.
  5. Assist Merchant with reasonable requests to fulfill rights requests, taking into account the nature of processing.

5) Subprocessors

Merchant authorizes JENNi to use subprocessors (hosting, monitoring, email, payments, logistics). JENNi will impose contractual obligations on subprocessors consistent with this DPA.

6) Cross-Border Transfers

Where required, JENNi will apply appropriate safeguards for international transfers (e.g., SCCs).

7) Security Incidents

JENNi will notify Merchant without undue delay after becoming aware of a personal data breach involving Merchant data, and will provide information reasonably necessary for Merchant's compliance obligations.

8) Audits

Upon reasonable notice and subject to confidentiality and security restrictions, JENNi will provide reasonable information to demonstrate compliance, which may include security summaries, third-party attestations (if available), or written responses. On-site audits, if any, are subject to scope limits and cost allocation.

9) Deletion/Return of Data

Upon termination/uninstall or at Merchant's request, JENNi will delete or return personal data as required by law and consistent with Shopify GDPR webhooks (customers/redact, shop/redact). JENNi may retain limited records required for legal, tax, or dispute purposes.

10) Precedence

If there is a conflict between this DPA and the Terms regarding personal data processing, this DPA controls.