Design Partner Program Terms

These Design Partner Program Terms (“Program Terms”) govern participation in the Zapstra Design Partner Program (“Program”) offered by Zapstra LLC (“Zapstra,” “we,” “us,” or “our”).

By submitting an application, providing feedback, installing or using a Program product, participating in calls, or otherwise participating in the Program, you agree to these Program Terms on behalf of yourself and the business or organization you represent (“Participant,” “you,” or “your”).

These Program Terms supplement Zapstra’s Terms of Service and Privacy Policy. If there is a conflict between these Program Terms and the Terms of Service, these Program Terms control only for matters relating to the Program.

1. Program Overview

The Program allows selected businesses to share operational pain points, workflow gaps, feature requests, and feedback that may help Zapstra evaluate, design, build, test, or improve software products, applications, modules, workflows, or related services.

Submission of an application does not guarantee acceptance into the Program, access to any product, no-charge access, custom development, support, compensation, attribution, or any other benefit.

Zapstra may accept, reject, defer, or request more information about any application in its sole discretion.

2. Eligibility and Authority

The Program is available only to businesses and organizations. It is not intended for consumers or personal, household, or individual use.

By submitting an application or participating in the Program, you represent and warrant that:

1. you are at least 18 years old;
2. you are submitting and participating on behalf of a business or organization;
3. you have authority to bind that business or organization to these Program Terms;
4. all information you provide is accurate and complete;
5. your submission and participation do not violate any agreement, law, confidentiality obligation, intellectual property right, employment obligation, agency obligation, client obligation, or third-party right; and
6. you will comply with these Program Terms, Zapstra’s Terms of Service, Zapstra’s Privacy Policy, Shopify’s applicable terms, and all applicable laws.

Competitors, software vendors, ecommerce app developers, agencies, consultants, contractors, or other third parties may not participate in the Program, access Program materials, or submit on behalf of another party without Zapstra’s prior written approval.

3. Applications and Acceptance

Program acceptance is discretionary. Zapstra may consider factors including, without limitation, product fit, technical feasibility, strategic fit, timing, merchant profile, willingness to provide feedback, implementation complexity, and whether Zapstra is already building or considering similar functionality.

Only Participants expressly accepted by Zapstra in writing are eligible for Program benefits. A general response, beta invitation, sales conversation, support conversation, roadmap discussion, or acknowledgement of your submission does not constitute Program acceptance unless Zapstra expressly states that you have been accepted into the Design Partner Program.

Zapstra may identify the applicable product, module, app, feature set, Shopify shop, beta channel, implementation scope, anticipated timeline, or participation expectations in an acceptance email or related written communication. Any timeline is an estimate only and does not create an obligation to build, release, maintain, support, or commercialize anything.

4. No Obligation to Build, Launch, Maintain, or Support

Zapstra has no obligation to:

1. accept any application;
2. build any product, module, feature, workflow, integration, or tool;
3. include any requested functionality;
4. follow any proposed design, workflow, implementation, or timeline;
5. provide beta, pre-beta, alpha, preview, production, or commercial access;
6. release or commercialize any product;
7. continue developing any product;
8. maintain support for any product;
9. continue offering any product or functionality;
10. provide migration, data recovery, implementation, or custom development services; or
11. provide any Program benefit unless expressly agreed in writing.

Zapstra may modify, pause, cancel, discontinue, deprecate, or abandon any Program project, product, feature, module, or access channel at any time.

5. Program Benefits and No-Charge Access

If Zapstra accepts Participant into the Program and Participant remains in good standing, Zapstra may provide Participant with certain Program benefits, which may include pre-beta access, beta access, early access, production access, no-charge access, or other benefits determined by Zapstra.

Unless Zapstra expressly agrees otherwise in writing, any no-charge access applies only to:

1. the specific product, module, app, or functionality identified by Zapstra;
2. one Shopify shop or account accepted by Zapstra;
3. the accepted Participant organization;
4. the standard functionality Zapstra makes available for that product or module; and
5. the period during which Zapstra continues to make that product, module, or substantially similar functionality generally available and technically supportable.

No-charge access is not a sale, ownership transfer, royalty, equity grant, revenue share, employment relationship, partnership, joint venture, franchise, agency relationship, or custom-development commitment.

No-charge access does not include, unless Zapstra expressly agrees otherwise in writing:

1. additional Shopify shops;
2. affiliated businesses or related entities;
3. unrelated Zapstra products or modules;
4. premium support;
5. custom development;
6. custom integrations;
7. data migration;
8. implementation services;
9. managed services;
10. recovery work;
11. consulting;
12. third-party fees;
13. usage-based fees;
14. payment processing fees;
15. SMS, email, AI, hosting, API, data-processing, storage, or communication costs;
16. excessive or abusive usage;
17. future products, modules, or features; or
18. functionality Zapstra reserves for a separate paid plan, tier, service, or enterprise arrangement.

Zapstra may impose reasonable technical, usage, security, operational, or commercial limits on no-charge access. Zapstra may modify, suspend, or terminate no-charge access if continued access creates excessive cost, security risk, technical burden, operational burden, legal risk, abuse risk, platform-policy risk, or other material burden.

6. Beta, Pre-Beta, Alpha, Preview, and Early-Access Products

Program products may be provided through alpha, pre-beta, beta, preview, development, test, production, or other distribution channels. The distribution channel does not guarantee stability, completeness, performance, availability, security, support level, or continued access.

Participant understands and agrees that Program products may be incomplete, experimental, untested, unstable, or subject to change. They may contain bugs, incorrect outputs, incomplete safeguards, missing permissions, workflow interruptions, data-processing errors, order-processing issues, inventory errors, synchronization errors, integration failures, latency issues, or other problems.

Participant may choose to use Program products in production, but does so at its own risk. Participant is responsible for reviewing outputs, monitoring workflows, maintaining backups, preserving operational records, validating data, supervising automations, and deciding whether Program products are appropriate for production use.

Zapstra may make commercially reasonable efforts to investigate, troubleshoot, or correct issues, but Zapstra is not obligated to restore data, recreate orders, reverse transactions, correct inventory, reimburse losses, perform custom recovery work, provide any specific fix, or dedicate any minimum level of support resources.

Participant should not rely on Program products as its sole system of record, sole backup, sole operational control, or sole business-continuity process unless Zapstra expressly agrees otherwise in writing.

7. Participant Responsibilities

Participant agrees to reasonably cooperate with Zapstra during the Program. Cooperation may include:

1. attending kickoff, feedback, support, training, or troubleshooting calls;
2. explaining workflows, operational pain points, and business requirements;
3. providing workflow examples;
4. installing a Zapstra app or related integration;
5. testing or using the product in production;
6. answering periodic feedback questions;
7. reporting bugs, errors, or unexpected behavior;
8. providing screenshots, logs, exports, examples, or sample data when appropriate;
9. allowing Zapstra to observe workflows or product behavior;
10. reviewing proposed workflows or designs;
11. giving timely feedback on product direction; and
12. cooperating with reasonable troubleshooting requests.

Unless otherwise agreed, Participant is not required to grant Zapstra Shopify admin, collaborator, or other administrative access. If Participant does grant such access, Participant must do so knowingly and voluntarily, and Zapstra may use that access only for authorized support, debugging, implementation, onboarding, training, troubleshooting, or Program-related purposes.

Participant is responsible for ensuring that any access, data, screenshots, exports, customer information, supplier information, order information, inventory information, financial information, or other materials it provides to Zapstra may lawfully be provided and used for Program purposes.

Participant must not misuse the product, bypass safeguards, repeatedly trigger actions in a way that creates risk, interfere with normal operations, attempt unauthorized access, reverse engineer the product, scrape the product, benchmark the product for competitive purposes, share access with unauthorized parties, or use the Program to develop or improve a competing product or service.

8. Inactivity and Removal from the Program

Zapstra may remove Participant from the Program, modify Program benefits, or suspend or terminate access if Participant becomes inactive, fails to provide reasonable feedback, fails to cooperate, violates these Program Terms, creates security or operational risk, misuses the product, or otherwise no longer fits the Program.

Participant may be considered inactive if Participant fails to respond after at least two reasonable outreach attempts over a 14-day period, or if Participant has 30 days of non-participation, non-use, or lack of meaningful engagement.

Zapstra may also remove Participant from the Program if the applicable project is paused, canceled, delayed, discontinued, commercially unsuccessful, technically infeasible, no longer supported, or no longer strategically aligned with Zapstra’s business.

Removal from the Program does not limit Zapstra’s ownership rights, feedback rights, confidentiality rights, or right to continue developing, commercializing, licensing, or distributing any product, feature, workflow, or functionality.

9. Submissions, Feedback, and Product Rights

“Submissions” and “Feedback” include all ideas, pain points, requests, workflows, descriptions, suggestions, bug reports, feature requests, comments, notes, diagrams, screenshots, recordings, transcripts, documents, examples, sample data, use cases, business processes, implementation details, and other materials or information Participant provides or makes available to Zapstra in connection with the Program.

Participant retains ownership of its own business data, customer data, store data, and materials it owned before providing them to Zapstra.

Participant grants Zapstra a worldwide, perpetual, irrevocable, sublicensable, transferable, royalty-free, fully paid-up right and license to use, reproduce, host, store, process, analyze, modify, adapt, create derivative works from, incorporate, commercialize, and otherwise exploit Submissions and Feedback for any Program-related, product-development, service-improvement, support, troubleshooting, documentation, commercialization, or business purpose.

Zapstra may use Submissions and Feedback without compensation, attribution, approval, accounting, royalty, revenue share, ownership grant, or other obligation to Participant.

Zapstra owns all right, title, and interest in and to any product, software, application, module, feature, workflow, user interface, design, documentation, invention, improvement, know-how, roadmap, implementation, technical approach, process, or other work Zapstra creates, develops, modifies, or commercializes, including anything based on, inspired by, derived from, or informed by Participant’s Submissions, Feedback, workflows, pain points, or participation.

Participant does not receive any ownership interest, equity interest, royalty, revenue share, attribution right, license right, veto right, approval right, exclusivity right, or other claim in any Zapstra product or work.

Participant understands that Zapstra may already be developing, may independently develop, may acquire, or may receive from others ideas, workflows, products, features, or functionality similar or identical to Participant’s Submissions or Feedback. Participant will not assert any claim based on idea overlap, roadmap overlap, feature similarity, independent development, prior development, or similar submissions from others.

Participant may stop participating in the Program, but may not revoke Zapstra’s rights to use Submissions or Feedback already provided.

10. Confidentiality

Each party may receive non-public information from the other party in connection with the Program (“Confidential Information”).

Participant’s Confidential Information includes non-public merchant-specific operational details, private Shopify data, non-public store data, non-public customer data, supplier information, screenshots, exports, business processes, non-public financial information, and other non-public business information that a reasonable person would understand to be confidential.

Zapstra’s Confidential Information includes non-public product plans, pre-release product details, beta features, unreleased workflows, user interfaces, screenshots, demos, technical details, implementation details, pricing plans, roadmap information, security information, and business plans.

Confidential Information does not include information that:

1. is or becomes public through no breach of these Program Terms;
2. was already known by the receiving party without confidentiality restriction;
3. is independently developed without use of the disclosing party’s Confidential Information;
4. is lawfully received from another source without confidentiality restriction;
5. is generalized, anonymized, de-identified, or aggregated so that it does not identify the disclosing party or its customers;
6. consists of general knowledge, skills, experience, ideas, concepts, methods, or learnings retained in unaided memory; or
7. relates to Zapstra product details after Zapstra publicly releases or publicly announces those details, except for non-public roadmap, technical, security, pricing, or implementation details.

Each party agrees to use the other party’s Confidential Information only for Program-related purposes, to protect it using reasonable care, and not to disclose it except as permitted by these Program Terms.

Zapstra may disclose Participant’s Confidential Information to employees, contractors, advisors, service providers, subprocessors, hosting providers, analytics providers, communication providers, AI-assisted tools, professional advisors, and other vendors who need access for Program-related, support, security, operational, product-development, or legal purposes, provided such disclosure is subject to appropriate confidentiality or use restrictions.

Participant may disclose Zapstra’s Confidential Information only to its employees, contractors, or advisors who need to know the information for Participant’s internal evaluation or use of the Program product and who are bound by confidentiality obligations at least as protective as these Program Terms.

Confidentiality obligations for Zapstra pre-release product details apply until Zapstra publicly releases or publicly announces the relevant product details. Confidentiality obligations for other Confidential Information apply for 3 years from disclosure. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

Nothing in these Program Terms prevents Zapstra from using generalized learnings, workflow patterns, product insights, anonymized data, aggregated data, or non-identifying examples to develop, improve, support, market, or commercialize its products and services.

11. Publicity, Logos, Testimonials, and Case Studies

Zapstra will not publicly use Participant’s name, logo, trademark, testimonial, quote, or case study without Participant’s separate written approval.

Participant may not publicly use Zapstra’s name, logo, trademark, screenshots, unreleased product details, roadmap information, private demos, performance claims, or Program materials without Zapstra’s prior written approval, except that Participant may make a factual statement that it is participating in the Program after Zapstra has publicly announced the applicable product or Program participation is no longer confidential.

Participant may not publish screenshots, screen recordings, demos, unreleased workflows, feature walkthroughs, pricing details, roadmap details, technical details, or performance claims relating to pre-release Zapstra products without Zapstra’s prior written approval.

If Zapstra uses a testimonial, endorsement, quote, review, performance claim, case study, or similar promotional statement from Participant, Zapstra may disclose that Participant received early access, beta access, no-charge access, or other Program benefits.

Zapstra may use anonymized or aggregated examples, including non-identifying performance improvements, workflow improvements, usage metrics, or outcome summaries, so long as the example does not reasonably identify Participant or Participant’s customers. If a metric, quote, case study, or example would reasonably identify Participant, Zapstra will obtain separate written approval before public use.

12. Recordings and Transcripts

Calls, meetings, demos, training sessions, and support sessions are not recorded by default.

Either party must disclose and obtain consent before recording a call, meeting, demo, training session, or support session. If a recording or transcript is created, it may be used for support, training, onboarding, implementation, documentation, troubleshooting, internal review, and product-development purposes unless the parties agree otherwise in writing.

Neither party may publicly share recordings, transcripts, screenshots, or excerpts from Program discussions without the other party’s prior written approval.

13. Data, Privacy, and Service Providers

Zapstra’s collection, use, storage, and sharing of personal information and business information are described in Zapstra’s Privacy Policy.

Participant understands that Program participation may involve processing live Shopify data, order data, inventory data, product data, customer data, supplier data, app usage data, support communications, logs, screenshots, examples, exports, or other business information, depending on the applicable product and Participant’s use.

Zapstra may use service providers, contractors, subprocessors, hosting providers, analytics tools, communication tools, support tools, development tools, and AI-assisted tools to operate the Program, provide services, summarize feedback, generate specifications, troubleshoot issues, improve products, and support Participant.

Zapstra will not intentionally use Participant’s non-public customer data, store data, or merchant-specific operational details in public marketing materials without Participant’s separate written approval.

Participant is responsible for obtaining all rights, consents, permissions, and authorizations necessary for Zapstra to process information Participant provides or makes available through the Program.

14. Third-Party Platforms and Services

Program products may integrate with or depend on third-party platforms and services, including Shopify and other ecommerce, hosting, payment, analytics, communication, storage, or infrastructure providers.

Zapstra is not responsible for third-party platforms, third-party services, third-party outages, third-party latency, third-party policy changes, third-party API changes, third-party fees, third-party data processing, third-party acts or omissions, or Participant’s compliance with third-party terms.

Participant is responsible for maintaining its Shopify account, permissions, app installation, third-party accounts, integrations, credentials, and related authorizations.

15. Changes to the Program or These Program Terms

Zapstra may modify the Program, Program benefits, eligibility criteria, participation requirements, product scope, access channels, timelines, or these Program Terms from time to time.

If Zapstra makes material changes to these Program Terms, Zapstra may provide notice by posting updated terms, emailing Participant, displaying notice in the product, or using another reasonable method. Continued participation in the Program after the effective date of updated Program Terms constitutes acceptance of the updated Program Terms.

16. Termination

Participant may stop participating in the Program at any time by notifying Zapstra or discontinuing use.

Zapstra may suspend or terminate Participant’s Program participation, access, or benefits at any time if Zapstra determines that:

1. Participant violated these Program Terms or the Terms of Service;
2. Participant is inactive or unresponsive;
3. Participant misused the product;
4. Participant created technical, legal, security, operational, commercial, or platform-policy risk;
5. Participant is no longer a good fit for the Program;
6. the applicable product is paused, canceled, discontinued, deprecated, unsupported, or commercially unavailable;
7. continued access is burdensome or impractical;
8. Participant’s access creates excessive cost or usage;
9. Participant provided inaccurate information;
10. Participant lacked authority to participate; or
11. termination is otherwise appropriate in Zapstra’s discretion.

Upon termination, Participant must stop using any Program product or materials if requested by Zapstra and must return or delete Zapstra Confidential Information upon reasonable request, except that Participant may retain copies required for legal, compliance, backup, or archival purposes.

Sections concerning ownership, feedback, confidentiality, publicity, data, disclaimers, limitations of liability, indemnification, dispute resolution, and any other provisions that by their nature should survive termination will survive.

17. Disclaimers

THE PROGRAM, PROGRAM PRODUCTS, BETA PRODUCTS, PRE-BETA PRODUCTS, ALPHA PRODUCTS, PREVIEW PRODUCTS, EARLY-ACCESS PRODUCTS, SERVICES, FEATURES, MODULES, DOCUMENTATION, SUPPORT, AND RELATED MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZAPSTRA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY, ERROR-FREE OPERATION, UNINTERRUPTED OPERATION, DATA INTEGRITY, OR RESULTS.

ZAPSTRA DOES NOT WARRANT THAT ANY PROGRAM PRODUCT WILL MEET PARTICIPANT’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE SECURE, BE ERROR-FREE, PREVENT DATA LOSS, PREVENT OPERATIONAL ERRORS, OR BE RELEASED COMMERCIALLY.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZAPSTRA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES; LOST PROFITS; LOST REVENUE; LOST SALES; LOST BUSINESS OPPORTUNITY; LOST GOODWILL; LOST DATA; DATA CORRUPTION; ORDER ERRORS; INVENTORY ERRORS; CUSTOMER CLAIMS; SUPPLIER CLAIMS; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR COST OF DATA RESTORATION ARISING OUT OF OR RELATING TO THE PROGRAM, EVEN IF ZAPSTRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZAPSTRA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PROGRAM WILL NOT EXCEED THE GREATER OF: (A) AMOUNTS PARTICIPANT PAID TO ZAPSTRA FOR THE APPLICABLE PROGRAM PRODUCT DURING THE 3 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) $100.

THE LIMITATIONS IN THIS SECTION APPLY TO ALL THEORIES OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, WARRANTY, AND OTHERWISE.

19. Indemnification

Participant will defend, indemnify, and hold harmless Zapstra, its affiliates, owners, officers, employees, contractors, service providers, and agents from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

1. Participant’s Submissions or Feedback;
2. Participant’s data, materials, screenshots, exports, examples, or information;
3. Participant’s use or misuse of the Program or any Program product;
4. Participant’s violation of these Program Terms or the Terms of Service;
5. Participant’s violation of law or third-party rights;
6. Participant’s violation of Shopify or other third-party terms;
7. Participant’s unauthorized disclosure of Zapstra Confidential Information;
8. Participant’s lack of authority to submit or participate;
9. claims by Participant’s customers, suppliers, employees, contractors, or partners; or
10. Participant’s business operations, workflows, orders, inventory, products, or services.

20. Dispute Resolution; Arbitration; Class Action Waiver

The parties will first attempt to resolve any dispute informally. Before filing arbitration or a court action, the party asserting a dispute must send written notice describing the dispute, requested relief, and supporting facts. The parties will attempt in good faith to resolve the dispute for at least 30 days after notice is received.

Except for claims that may be brought in small claims court, claims seeking injunctive or equitable relief, claims involving intellectual property rights, claims involving unauthorized access or misuse, or claims that cannot be arbitrated as a matter of law, any dispute, claim, or controversy arising out of or relating to the Program or these Program Terms will be resolved by binding individual arbitration.

The arbitration will be conducted in Greenville County, South Carolina, unless the parties agree otherwise. The arbitration will be conducted by a single arbitrator under the rules of a recognized arbitration provider selected by Zapstra, unless the parties agree otherwise. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. South Carolina law applies to the extent not preempted by federal law.

The parties agree that arbitration will be conducted only on an individual basis. The parties waive any right to bring, participate in, or recover through any class action, class arbitration, collective action, private attorney general action, or representative action.

If a court or arbitrator determines that the class action waiver is unenforceable as to a particular claim, then that claim must proceed in court and not in arbitration.

For any claim not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in South Carolina, unless a different venue is required by law.

21. Governing Law

These Program Terms are governed by the laws of the State of South Carolina, without regard to conflict-of-law rules, except to the extent federal law applies.

22. Miscellaneous

These Program Terms, together with Zapstra’s Terms of Service, Privacy Policy, and any written acceptance or Program-specific communication from Zapstra, constitute the entire agreement between Zapstra and Participant regarding the Program.

Participant may not assign or transfer any Program rights, benefits, or access without Zapstra’s prior written approval. Zapstra may assign these Program Terms in connection with a merger, acquisition, reorganization, sale of assets, change of control, or by operation of law.

Zapstra’s failure to enforce any provision is not a waiver. If any provision is found unenforceable, the remaining provisions remain in effect. Headings are for convenience only.

23. Contact

Questions about the Program or these Program Terms may be sent to: