Terms of Service

By installing the OrderGuard application, creating an account, purchasing shipping protection, submitting a claim, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and by any policies referenced in them, including our Privacy Policy.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity. If you do not have such authority, or if you do not agree with these Terms, you must not use the Service.

You consent to transact electronically and to receive these Terms, any updates to them, and any required notices, agreements, and disclosures in electronic form, whether through the Service, your account email, or our websites.

Your use of the Service may also be subject to the terms of the platforms through which it is delivered, including Shopify. Nothing in these Terms relieves you of your obligations under those third-party terms.

The following capitalized terms have the meanings set out below. Other capitalized terms are defined where they first appear.

• Service means the OrderGuard shipping protection platform, including the Shopify application, storefront extensions, web dashboard, claims portal, and related websites and APIs.
• Merchant means an e-commerce business that installs OrderGuard and offers shipping protection to its shoppers through the Service.
• Customer means a shopper who purchases shipping protection from a Merchant at checkout or in cart, and who may file a claim.
• Shipping Protection means the package protection service offered through OrderGuard, made available to a Customer as a product option at checkout. Shipping Protection is not an insurance product.
• Protection Fee means the amount a Customer pays for Shipping Protection at the time of purchase.
• Claim means a Customer's request for a resolution following a shipping issue such as a lost, damaged, stolen, returned-to-sender, or incorrectly delivered package.
• Resolution means the outcome of an approved Claim, provided at OrderGuard's discretion as either a refund to the Customer or a replacement order.
• Pricing Tier means a Merchant-configured mapping of cart-total ranges to Protection Fee amounts.
• Revenue Share (also referred to as the profit split) means the agreed percentage of protection revenue allocated between OrderGuard and a Merchant.

OrderGuard provides a software platform that enables Merchants to offer Shipping Protection to their Customers. When a Customer adds Shipping Protection at checkout or in cart, the protection is recorded against the resulting order. If the Customer later experiences a shipping issue with that order, the Customer may file a Claim through the OrderGuard claims portal, which OrderGuard staff review and resolve as either a refund or a replacement order.

The Service is delivered through the Shopify platform by means of an installable application and storefront extensions. OrderGuard records the sale of protection, maintains the Pricing Tiers a Merchant configures, processes Claims, and prepares the monthly billing described in the Fees and payment section.

Certain features of the Service may be added, changed, or removed over time. Some capabilities may be in development or rolled out gradually, and we do not guarantee that any particular feature will be available at all times.

The Service is currently available only to Merchants who operate a Shopify storefront. To use OrderGuard as a Merchant, you must have an active, properly authorized Shopify store and the authority to install applications on it and to configure Shipping Protection for your shoppers.

To use Shipping Protection as a Customer, you must be a shopper of a participating Merchant and must purchase protection on a qualifying order through that Merchant's Shopify checkout or cart. Claims may only be filed for orders on which Shipping Protection was purchased.

You must be at least eighteen years old, or the age of majority in your jurisdiction if higher, and able to form a binding contract, and you must not be barred from using the Service under the laws of any applicable jurisdiction. The Service is not directed to and is not intended for children under the age of thirteen, and OrderGuard does not knowingly collect personal data from them; if we learn that we have done so, we will delete it as described in our Privacy Policy. We may refuse, suspend, or terminate access to the Service for any user who does not meet these eligibility requirements.

As a Merchant, you agree to provide accurate and complete information when you sign up, including a valid business name, contact email, and the domain of a Shopify store that you are authorized to operate. You agree to keep this information current and to maintain a connected, authorized Shopify store for the duration of your use of the Service.

You are responsible for configuring your Shipping Protection offering accurately, including your Pricing Tiers and product mappings, and for ensuring that the protection presented to your Customers reflects your intended pricing. You are responsible for your own compliance with the terms, policies, and technical requirements of Shopify and any other platform through which you deliver the Service.

You agree to use the Service only for lawful purposes and in compliance with all applicable laws, including consumer-protection and data-protection laws. Where you act as a data controller with respect to your Customers' personal data, you are responsible for the lawful handling of that data and for cooperating with OrderGuard in responding to data-subject requests as described in our Privacy Policy.

You agree to pay the amounts due under the monthly billing process described in the Fees and payment section.

Shipping Protection is intended to help resolve shipping issues that affect orders on which a Customer purchased protection. Whether a particular Claim is approved, and the form any Resolution takes, is determined by OrderGuard as described below. Shipping Protection is not a guarantee of payment, and the purchase of protection does not entitle a Customer to an automatic payout.

What is covered

Shipping Protection is intended to address shipping-related issues affecting a protected order, such as packages that are lost in transit, arrive damaged, are stolen after delivery, are returned to sender, or are delivered containing an incorrect item. Shipping Protection applies only to orders for which it was purchased at the time of the order and is subject to review and approval of the Claim.

What is not covered

Shipping Protection does not cover orders on which protection was not purchased, issues unrelated to shipping or delivery, or losses arising from a Customer's own actions or from circumstances outside the scope of a shipping issue. It does not cover any amount beyond the value of the protected order, and it does not cover indirect, incidental, or consequential losses. Claims that are duplicative, fraudulent, or unsupported by reasonable evidence may be denied. Fraud, misrepresentation, or a duplicate Claim voids Shipping Protection for the order concerned and may result in denial of the Claim and suspension or termination of the account involved.

Claims process

A Customer may file a Claim through the OrderGuard claims portal by locating the relevant order, which is restricted to orders on which Shipping Protection was purchased. A Claim must be filed within the time period communicated by OrderGuard at the time of purchase or otherwise made available through the Service, measured from the relevant shipping issue or delivery date; Claims filed after that period may be denied. A Customer must provide accurate and complete information about the shipping issue, upload reasonable supporting evidence such as photographs or documents when requested, and cooperate with OrderGuard's review. A Merchant's staff or OrderGuard staff may also submit a Claim on a Customer's behalf.

Each Claim is reviewed by OrderGuard. During review, a Claim may move through several statuses, and we may request additional information from the Customer. If we require more information before we can proceed, the Claim may be placed in a status indicating that we are waiting on the claimant.

If a Claim is approved, OrderGuard will provide a Resolution in the form of either a refund to the Customer or a replacement order. The choice between a refund and a replacement order, and the determination of whether to approve a Claim, are made at OrderGuard's sole discretion. We may deny a Claim that does not meet the requirements of these Terms.

Customers pay the Protection Fee at the time they purchase Shipping Protection at checkout. The Protection Fee is the price of the protection option as configured by the Merchant's Pricing Tiers and is collected through the Merchant's Shopify checkout.

Merchants are billed monthly. For each billing period, OrderGuard prepares a statement that aggregates the Protection Fees collected on the Merchant's orders, less the cost of resolving Claims during that period, and applies the agreed Revenue Share (profit split) between the Merchant and OrderGuard. Because a monthly statement reflects both protection revenue and the cost of resolving Claims, the statement may reflect an amount payable to the Merchant or an amount owed by the Merchant, depending on Claim activity during the period. The precise allocation, any applicable limits, and the Revenue Share percentage are governed by the terms of the Merchant's agreement with OrderGuard.

Amounts owed by a Merchant are payable by the method specified on the relevant invoice, and a Merchant authorizes OrderGuard to collect those amounts through the payment method on file. As the Service expands, payment may be facilitated through a third-party payment processor, and you authorize OrderGuard and that processor to charge the applicable amounts in accordance with these Terms and the relevant invoice. All amounts are stated and calculated in the smallest currency unit (for example, cents). Unless otherwise required by law or stated in a Merchant's agreement, amounts paid are non-refundable. You are responsible for any taxes associated with your use of the Service, other than taxes based on OrderGuard's net income.

OrderGuard may net or set off any amounts a Merchant owes — including claim-resolution costs, replacement-order expenses, and the platform share of protection revenue — against any amounts payable to that Merchant, and may withhold a payout to the extent needed to cover that Merchant's outstanding amounts. Overdue amounts may accrue interest at the lower of one and one-half percent per month or the maximum rate permitted by law, together with reasonable costs of collection. If a Merchant fails to pay an undisputed amount when due, OrderGuard may suspend or terminate the Service as described in the Termination section, without waiving any other remedy.

The Service, including its software, design, text, graphics, logos, and the OrderGuard name and brand, is owned by OrderGuard or its licensors and is protected by intellectual-property laws. Subject to your compliance with these Terms, OrderGuard grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose.

You may not copy, modify, distribute, sell, reverse engineer, or create derivative works from any part of the Service except as expressly permitted by these Terms or by applicable law. You may not use OrderGuard's trademarks without our prior written permission.

Any feedback or suggestions you provide about the Service may be used by OrderGuard without restriction or obligation to you. You retain ownership of the content and data you submit through the Service, and you grant OrderGuard the rights necessary to use that content and data to operate and provide the Service.

OrderGuard processes personal data in connection with the Service, including information relating to Merchants and to Customers and their orders and Claims. Our collection, use, and protection of personal data are described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that data is processed as described there.

To operate the Service, we rely on third-party service providers that process data on our behalf as needed to deliver the Service, including Shopify (commerce platform), Clerk (authentication), DigitalOcean (hosting and file storage), Sentry (error monitoring), and Google Analytics (used on our marketing site only). We also use Amazon Web Services as infrastructure for our webhook and event-processing pipeline, which transports operational messages rather than serving as a store of Customer personal data. As the Service expands, we may engage additional providers, including a payment processor and an email-delivery provider; we will update our Privacy Policy accordingly before any such provider begins processing personal data.

Requests relating to personal data, such as requests to access or delete personal information, are handled in accordance with our Privacy Policy and applicable law. Where a Merchant acts as a data controller with respect to its Customers' personal data, OrderGuard acts as a processor for that data, and the parties will enter into a data processing addendum where required by applicable law; the Merchant remains responsible for its own privacy obligations to those Customers.

The Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that any defect will be corrected.

OrderGuard does not control shipping carriers, the Shopify platform, or other third parties, and we are not responsible for their acts, omissions, or availability. We make no representations regarding the outcome of any individual Claim. To the maximum extent permitted by law, all disclaimers in this section apply for the benefit of OrderGuard and its service providers.

OrderGuard is not liable for any failure or delay in performing under these Terms, including in processing Claims, that results from events beyond its reasonable control, such as outages or failures of third-party platforms, hosting, or carriers, acts of God, natural disasters, supply disruption, labor disputes, or government action.

To the maximum extent permitted by law, OrderGuard and its officers, employees, and service providers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to the Service or these Terms, even if advised of the possibility of such damages.

To the maximum extent permitted by law, OrderGuard's total aggregate liability arising out of or relating to the Service or these Terms will not exceed the greater of (a) the total amounts paid to OrderGuard by, or attributable to, you in the twelve months preceding the event giving rise to the liability, or (b) one hundred United States dollars.

For a Customer, OrderGuard's liability in connection with any Claim is limited to providing a Resolution in accordance with the Coverage and claims section. The exclusions and limitations in this section allocate the risk between the parties, apply notwithstanding the failure of any limited remedy of its essential purpose, and survive these Terms. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

You agree to indemnify, defend, and hold harmless OrderGuard and its officers, employees, and service providers from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or related to your use of the Service, your violation of these Terms, your violation of any applicable law, or your infringement of the rights of any third party.

As a Merchant, you further agree to indemnify OrderGuard against claims arising from your configuration of Shipping Protection, your dealings with your Customers, and your handling of personal data for which you act as a data controller.

OrderGuard will provide you with reasonable notice of any claim subject to indemnification and may participate in the defense and settlement of such claim at its own expense. You may not settle any claim in a way that imposes an obligation on OrderGuard without our prior written consent.

You may stop using the Service at any time, and a Merchant may terminate its use by uninstalling the OrderGuard application and discontinuing its use, subject to settlement of any amounts owed under the Fees and payment section. We, in turn, may suspend or terminate your access to the Service, in whole or in part, at any time if you breach these Terms, if you fail to pay an undisputed amount when due, if your use poses a risk to the Service or to other users, or as otherwise necessary to comply with law or protect our legitimate interests; where practicable, we will provide notice of termination.

On termination of a Merchant's use of the Service, OrderGuard will generate a final statement covering the partial billing period through the termination date, which remains payable in accordance with the Fees and payment section. OrderGuard may, at its discretion, continue to process and resolve Claims that were pending at termination, including Claims on protected Customer orders, on the terms of these Terms; nothing requires OrderGuard to accept new Claims after termination. Personal data is retained, returned, or deleted following termination as described in our Privacy Policy and the Data and privacy section.

You may not assign or transfer these Terms, or any rights or obligations under them, without OrderGuard's prior written consent. OrderGuard may assign these Terms freely, including in connection with a merger, acquisition, financing, or sale of all or substantially all of its assets. These Terms bind and benefit the parties and their permitted successors and assigns.

Upon termination, your right to use the Service ceases. Provisions that by their nature should survive termination, including those relating to fees already incurred, intellectual property, disclaimers, limitation of liability, indemnification, assignment, and dispute resolution, will survive.

Please contact us first. Most concerns can be resolved informally, and you agree to contact OrderGuard and attempt to resolve any dispute informally before initiating formal proceedings.

Except as set out below, any dispute arising out of or relating to these Terms or the Service that cannot be resolved informally will be resolved by binding arbitration administered under the rules of a recognized arbitration provider, conducted on an individual basis. You and OrderGuard waive the right to a trial by jury and the right to participate in a class or representative action. These Terms are governed by the laws of the State of Idaho, USA, without regard to its conflict-of-laws principles.

This arbitration agreement has two carve-outs. First, either party may bring an individual claim in small-claims court if the claim qualifies and remains in that court. Second, you may opt out of this arbitration agreement by notifying us in writing at the email address in the Contact section within thirty days of first accepting these Terms; if you opt out, disputes will be resolved in the state or federal courts located in Idaho, and you and OrderGuard consent to the jurisdiction of those courts.

If the waiver of class or representative actions above is held unenforceable, the entire arbitration agreement is void and the dispute will instead be resolved in the Idaho courts named above. Otherwise, if any provision of these Terms is held invalid or unenforceable, that provision will be limited or severed to the minimum extent necessary and the remaining provisions will remain in full force and effect.

We may update these Terms from time to time. When we make changes, we will publish the updated Terms with a new version number and an updated effective date. Material changes are reflected by a version bump, and the published "last updated" date will indicate when the current version took effect.

Your continued use of the Service after updated Terms take effect constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Service. OrderGuard gives notice under these Terms by posting to the Service or our websites, or by sending a message to the email address associated with your account.

These Terms, together with our Privacy Policy and any separate written agreement between OrderGuard and a Merchant, are the entire agreement between you and OrderGuard regarding the Service and supersede all prior or contemporaneous representations, including any marketing statements or app-store descriptions. If these Terms conflict with a separate Merchant agreement, that Merchant agreement controls for the Merchant to the extent of the conflict. OrderGuard's failure to enforce any provision of these Terms is not a waiver of that provision or of any other provision.

If you have questions about these Terms or the Service, or need to send a legal notice such as an arbitration opt-out or an indemnification notice, please contact OrderGuard at the email address shown below, which is our designated address for notices under these Terms.