Terms of Service

Welcome to Toolstr. These Terms of Service (“Terms”) govern your access to and use of the applications, websites, platforms, APIs, affiliate programs, and related services provided by TOOLSTR PRIVATE LIMITED (“Toolstr,” “we,” “our,” or “us”), including but not limited to Apploy, Super Local Delivery, Super QR Codes, Addressly, Inventric, and any related or future products and services (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

Certain Services may have additional terms, documentation, pricing, or feature-specific requirements. Those additional terms will apply to the applicable Service and will form part of these Terms where applicable.

1. Eligibility

Merchants

Merchants must:

• Be at least 18 years old.
• Have the legal capacity and authority to enter into these Terms.
• Have authority to act on behalf of the business or organization they represent.
• Comply with all applicable laws and regulations relating to their business and use of the Services.

Drivers

Drivers using Toolstr driver applications must:

• Be at least 18 years old, unless a higher minimum age is required by applicable law.
• Be legally permitted to perform delivery services in their jurisdiction.
• Maintain any licenses, permits, insurance, or qualifications required for their activities.

Affiliates

Individuals or businesses participating in a Toolstr affiliate or referral program must provide accurate information and comply with the applicable affiliate program terms, including any rules relating to referrals, marketing, commissions, and prohibited activities.

Customers

Customers may use or interact with the Services indirectly through merchants' stores. Customers must comply with the applicable merchant's terms and conditions when placing orders or using merchant services.

Children under 13, or the applicable minimum age in their jurisdiction, must not provide personal information directly to Toolstr where prohibited by applicable law.

2. Accounts

Merchants

To use certain Services, merchants may be required to connect a Shopify or other supported platform account.

You are responsible for:

• Providing accurate and current account information.
• Maintaining the security of your account and credentials.
• Authorizing only appropriate users to access your account.
• All activity occurring through your account.
• Ensuring that your use of the Services complies with applicable laws and third-party platform requirements.

Drivers

Driver accounts may be created, invited, or managed by merchants.

Drivers are responsible for providing accurate information and using the Services lawfully and safely while performing their delivery activities.

Affiliates

Affiliates may be required to create an account to participate in Toolstr's affiliate or referral programs.

Affiliates are responsible for maintaining accurate account, payment, and tax information and for keeping their account credentials secure.

3. Use of the Services

You agree to use the Services only for lawful purposes and in accordance with these Terms.

You must not:

• Use the Services for unlawful, fraudulent, deceptive, or abusive activities.
• Attempt to gain unauthorized access to the Services or another user's account.
• Interfere with or disrupt the Services or their underlying infrastructure.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services, except where expressly permitted by applicable law.
• Copy, reproduce, resell, sublicense, or commercially exploit the Services except as expressly authorized by Toolstr.
• Introduce malware, malicious code, or other harmful material.
• Use the Services to distribute spam or unauthorized promotional communications.
• Use the Services to transmit content that violates applicable law or third-party rights.
• Circumvent usage limits, security controls, or other restrictions imposed by Toolstr.
• Use the Services in a manner that could reasonably harm Toolstr, its infrastructure, users, or third-party providers.

You are responsible for all content, information, communications, configurations, and instructions submitted through your use of the Services.

Toolstr may investigate suspected violations and may suspend or terminate access where reasonably necessary to protect the Services, users, or third parties.

4. Merchant Responsibilities

Merchants are responsible for their business operations and for how they configure and use the Services.

Merchants are responsible for:

• The products and services they sell.
• Their pricing, taxes, refunds, cancellations, and customer policies.
• The accuracy of information provided to customers.
• Obtaining required customer consents.
• Complying with applicable privacy, consumer protection, e-commerce, advertising, messaging, delivery, employment, and other laws.
• Ensuring that drivers and other personnel using the Services are properly authorized and qualified.
• Configuring delivery zones, rates, schedules, routes, notifications, and other settings correctly.
• Ensuring that their use of third-party integrations complies with those providers' terms.
• Maintaining appropriate insurance, licenses, permits, and registrations required for their business.

Toolstr provides software and technology infrastructure and does not operate the merchant's business on the merchant's behalf.

5. Drivers and Delivery Services

Where the Services support local delivery, routing, driver management, tracking, or proof of delivery, Toolstr provides software tools to facilitate those activities.

Toolstr does not employ, supervise, or control drivers unless expressly agreed otherwise in writing.

Merchants are responsible for:

• Recruiting and managing their drivers.
• Driver compensation and employment or contractor arrangements.
• Driver qualifications and legal compliance.
• Vehicle safety and insurance.
• Delivery operations.
• Customer communication and dispute resolution.

Toolstr does not guarantee that a delivery will be completed within a particular time or that a driver will be available for a particular delivery.

6. Fees & Payments

Merchants agree to pay the subscription, usage, or other applicable fees displayed in the Shopify App Store, Toolstr website, applicable Service, or commercial agreement.

Depending on the Service, fees may be billed through Shopify or another authorized payment provider.

Fees may vary by Service, plan, usage, or other applicable commercial terms.

Unless otherwise stated or required by applicable law, fees already paid are non-refundable.

Toolstr may change pricing or introduce new fees by providing reasonable notice where required.

Failure to pay applicable fees may result in suspension or termination of the affected Service.

7. Affiliate and Referral Program

Toolstr may operate affiliate, referral, or partner programs that allow approved individuals or businesses (“Affiliates”) to refer prospective customers to Toolstr.

Affiliate Responsibilities

Affiliates agree to:

• Use only approved referral links, codes, or methods.
• Provide accurate information to Toolstr.
• Clearly represent their relationship with Toolstr where required by applicable law.
• Comply with applicable advertising, marketing, privacy, anti-spam, and consumer protection laws.
• Avoid making false, misleading, or unauthorized claims about Toolstr or its Services.
• Not engage in spam, unsolicited messaging, deceptive advertising, trademark abuse, cookie stuffing, fake referrals, self-referrals where prohibited, or other fraudulent referral activity.
• Not promise discounts, features, pricing, guarantees, or benefits that Toolstr has not authorized.

Referral Attribution

Toolstr may use referral links, codes, cookies, account information, or other attribution mechanisms to determine whether a customer was referred by an Affiliate.

Toolstr may determine whether a referral qualifies for a commission based on the applicable affiliate program rules.

Toolstr may reject or reverse referrals that are fraudulent, duplicated, invalid, self-generated where prohibited, or otherwise ineligible.

Commissions

Commission rates, eligibility requirements, payout schedules, minimum payout thresholds, and other affiliate terms may vary by program or plan and may be communicated separately to Affiliates.

Toolstr may withhold or adjust commissions where necessary to account for refunds, cancellations, chargebacks, fraudulent activity, duplicate referrals, or other ineligible transactions.

Affiliates are responsible for any taxes or reporting obligations associated with commissions they receive, except where Toolstr is legally required to withhold or report such amounts.

Termination of Affiliate Accounts

Toolstr may suspend or terminate an Affiliate account if the Affiliate violates these Terms, the applicable affiliate program rules, or applicable law.

Termination may result in the cancellation of unpaid commissions associated with invalid or prohibited referrals.

8. Data & Privacy

Merchants authorize Toolstr to access and process the store, order, product, customer, delivery, and other information necessary to provide the applicable Services.

Where Toolstr processes personal information on behalf of a merchant, Toolstr may act as a service provider or processor, as applicable under relevant law.

Drivers acknowledge that certain Services may process location, delivery activity, and related information for operational, routing, tracking, performance, and proof-of-delivery purposes.

Affiliates acknowledge that Toolstr may process their account, referral, commission, payment, and related information to operate the affiliate program.

Our Privacy Policy explains how Toolstr collects, uses, discloses, and retains personal information.

Merchants remain responsible for ensuring that their collection and use of customer information, including information processed through Toolstr, complies with applicable law.

9. Intellectual Property

The Services, including their software, source code, object code, designs, interfaces, documentation, features, trademarks, logos, and other content provided by Toolstr, are owned by or licensed to Toolstr and are protected by applicable intellectual property laws.

Except for the limited rights expressly granted under these Terms, Toolstr does not grant you any ownership rights in the Services.

You may not use Toolstr trademarks, logos, or branding without prior written permission, except where expressly permitted by these Terms or applicable law.

Merchant Content

Merchants retain ownership of content and information they provide to Toolstr, including store information, product information, branding, and other merchant-owned content.

Merchants grant Toolstr a limited license to host, reproduce, process, transmit, display, and otherwise use such content solely as reasonably necessary to provide, maintain, secure, and improve the Services.

10. Marketing and Publicity

By using our Services, merchants grant Toolstr a non-exclusive, royalty-free, worldwide license to use their business name, store name, logo, and trademarks for the limited purpose of identifying them as a Toolstr customer.

This may include use on:

• Toolstr websites
• Case studies
• Blogs
• Presentations
• Social media
• Sales and marketing materials
• Other promotional materials

Merchants may opt out of this use at any time by contacting support@toolstr.com.

Upon receiving an opt-out request, Toolstr will make reasonable efforts to remove the merchant's branding from future promotional materials within a reasonable period.

This license does not grant Toolstr ownership of the merchant's trademarks or other intellectual property.

11. Service Availability

We work to keep our Services available, secure, and reliable. However, we do not guarantee that the Services will:

• Always be available or uninterrupted.
• Be completely error-free.
• Be compatible with every device, platform, application, or third-party service.
• Meet every specific business requirement.
• Always produce accurate routing, delivery, tracking, messaging, or other results.

Toolstr may modify, update, suspend, or discontinue all or part of a Service at any time.

Where reasonably practicable, we may provide notice of material changes or discontinuation.

12. Third-Party Services

Our Services may integrate with or depend on third-party services, platforms, and infrastructure, including Shopify, Google Maps, Firebase, Meta/WhatsApp, payment providers, mapping providers, hosting providers, and other services.

Your use of third-party services may be subject to their separate terms, policies, fees, and privacy practices.

Toolstr does not control third-party services and is not responsible for their availability, performance, security, policies, or actions.

Changes or failures in third-party services may affect the functionality of the Toolstr Services.

13. Messaging and Communications

Certain Toolstr Services may allow merchants to send transactional, operational, or other business communications through third-party messaging platforms.

Merchants are responsible for:

• Determining who receives their communications.
• Ensuring that they have the necessary consent or legal basis to send communications.
• Complying with applicable messaging, privacy, advertising, and telecommunications laws.
• Ensuring that message content is lawful and accurate.

Toolstr provides messaging infrastructure and functionality but does not control the content or recipients selected by merchants.

Toolstr may suspend messaging functionality where necessary to comply with applicable law, third-party platform requirements, or to prevent abuse.

14. Suspension and Termination

Merchants may stop using a Service at any time, including by uninstalling applicable Shopify applications where supported.

Toolstr may suspend or terminate access to all or part of the Services if:

• You violate these Terms.
• You fail to pay applicable fees.
• Your use creates a security, legal, or operational risk.
• Required by a third-party platform or service provider.
• Required by applicable law.
• We discontinue the applicable Service.

Where reasonably practicable, Toolstr may provide notice before suspension or termination, except where immediate action is reasonably necessary.

Upon termination, your right to use the affected Services ends.

Provisions relating to intellectual property, fees owed, confidentiality, limitations of liability, indemnification, dispute resolution, and other provisions that by their nature should survive termination will continue to apply.

15. Disclaimer on Merchant-Customer Relationship

Toolstr provides software and technology services to merchants and is not a party to transactions between merchants and their customers.

Toolstr does not sell, manufacture, own, or control products or services offered by merchants.

Toolstr is not responsible for:

• Product quality or availability.
• Product descriptions or pricing.
• Order fulfillment.
• Refunds or cancellations.
• Delivery performance.
• Driver conduct.
• Customer service provided by merchants.
• Disputes between merchants, drivers, vendors, and customers.

These matters remain the responsibility of the relevant merchant or service provider.

16. Disclaimer of Warranties

To the fullest extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis.

Toolstr makes no warranties, express or implied, regarding the Services, including warranties of merchantability, fitness for a particular purpose, non-infringement, availability, accuracy, or reliability, except where such warranties cannot legally be excluded.

Nothing in these Terms excludes or limits rights or remedies that cannot lawfully be excluded or limited.

17. Limitation of Liability

To the fullest extent permitted by applicable law, Toolstr and its officers, directors, employees, contractors, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, business opportunities, goodwill, data, or business interruption arising from or related to your use of the Services.

To the fullest extent permitted by applicable law, Toolstr's total aggregate liability arising from or relating to the Services or these Terms will not exceed the greater of:

1. The amount you paid to Toolstr for the applicable Service during the three months immediately preceding the event giving rise to the claim; or
2. INR 10,000, where you have not paid any fees to Toolstr.

Nothing in these Terms limits liability that cannot legally be limited or excluded under applicable law.

18. Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Toolstr and its officers, directors, employees, contractors, and service providers from claims, liabilities, damages, losses, costs, and expenses, including reasonable legal fees, arising out of or related to:

• Your use or misuse of the Services.
• Your violation of these Terms.
• Your violation of applicable laws or regulations.
• Your content, products, services, or business operations.
• Your infringement or violation of another person's intellectual property, privacy, or other rights.
• Your communications or messaging activities.
• Your use of third-party integrations.
• Your relationship or transactions with customers, drivers, vendors, or other third parties.

19. Confidentiality

If you receive non-public information from Toolstr in connection with the Services, you agree to keep that information confidential and use it only as necessary to use the Services.

This obligation does not apply to information that:

• Is publicly available without breach of these Terms.
• Was already lawfully known to you.
• Is independently developed without use of confidential information.
• Is lawfully received from another source without a confidentiality obligation.
• Must be disclosed by law or legal process.

20. Governing Law & Disputes

These Terms are governed by the laws of India, without regard to conflict-of-law principles.

Subject to any mandatory rights or dispute-resolution requirements applicable to you under law, courts located in Pune, Maharashtra, India will have jurisdiction over disputes arising out of or relating to these Terms or the Services.

21. Changes to These Terms

We may update these Terms from time to time to reflect changes to our Services, business practices, legal requirements, or other circumstances.

When we make material changes, we may provide notice through our Services, website, email, or other appropriate means.

The updated Terms will become effective on the date specified at the beginning of the updated Terms.

Your continued use of the Services after the effective date of the updated Terms constitutes acceptance of the updated Terms, to the extent permitted by applicable law.

22. Entire Agreement

These Terms, together with any applicable additional terms, pricing agreements, policies, and documentation referenced in these Terms, constitute the agreement between you and Toolstr regarding your use of the Services.

If there is a conflict between these Terms and a separately executed written agreement between you and Toolstr, the separately executed agreement will control for the matters covered by that agreement.

23. Contact Us

For questions about these Terms, please contact:

TOOLSTR PRIVATE LIMITED

508, Sukhwani Boulevard Commerz, Sus, Pune - 411021, Maharashtra, India

Email: support@toolstr.com