Terms of Service

1. Agreement to these Terms

These Terms of Service (the “Terms”) are a binding agreement between Westfax Property Management, LLC (“Trovette,” “we,” “us,” or “our”) and the business that installs, subscribes to or uses Trovette (“Merchant,” “you,” or “your”). By installing the app, starting a trial, clicking to accept, or using the Service, you agree to these Terms. If you accept on behalf of a company, you represent that you have authority to bind it.

The Service is for business use only. You must be at least 18 years old and able to form a binding contract. Our Privacy Policy explains how we handle personal information and forms part of these Terms.

2. Definitions

• “Service” means the Trovette web application, consignor portals, APIs, integrations, Site and related support.
• “Platform” means Shopify, Shopify POS and any other commerce platform the Service connects to (for example Square, when available).
• “Merchant Data” means all data you or your Staff, Consignors or Platform submit to or make available through the Service, including store, product, order, Consignor and customer information, item photos and imported files.
• “Consignor” means a person or business that consigns goods to you for sale, whose information you manage in the Service.
• “Staff” means your employees and contractors you authorize to use the Service.

3. The Service and your account

Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during your subscription to access and use the Service for your internal business operations.

You are responsible for your account, for all activity under it, for your Staff’s compliance with these Terms, and for keeping credentials and devices secure. Notify us promptly at hello@trovette.com of any unauthorized use. You must maintain a valid Platform account and comply with the Platform’s terms; the Service depends on the Platform and we are not responsible for Platform outages, changes or decisions.

We may update, add or remove features over time. We will not materially reduce the core functionality of a paid plan during your current billing period without notice.

4. Plans, trial and billing

Billing through Shopify. Paid subscriptions are not yet being charged. When billing starts, we will tell you before any charge, and subscriptions will be billed through the Shopify Billing API. Charges will appear on your Shopify invoice and are subject to Shopify’s billing terms, payment methods and currency. We do not collect your payment card details.

Free trial. New Merchants receive a 14-day free trial unless otherwise stated. Once paid billing is available, if you do not cancel before the trial ends, your selected plan begins and recurring charges start through Shopify. Trials are limited to one per Merchant.

Plans and pricing. Current plans and prices are listed on our pricing page and are tentative until general availability. Fees are stated in U.S. dollars, exclusive of taxes, and recur each billing period (monthly unless otherwise stated) until cancelled. We may change prices or plans by giving at least 30 days’ notice; changes take effect at the start of your next billing period, and Shopify may ask you to approve the new charge.

Upgrades and downgrades take effect when approved in Shopify; any proration is handled by Shopify’s billing system.

Taxes. You are responsible for all taxes associated with your subscription other than taxes on our net income.

5. Cancellation and refunds

You may cancel at any time by uninstalling the app from your Shopify admin (or by changing your plan in the Service, where available). Cancellation stops future recurring charges. Except where required by law or expressly stated otherwise, fees are non-refundable and we do not provide refunds or credits for partial billing periods, unused features or periods when you did not use the Service. If you believe you were charged in error, contact hello@trovette.com within 30 days of the charge and we will review it in good faith.

6. Your consignment business and legal compliance

Trovette is a recordkeeping and workflow tool. You remain solely responsible for your consignment business, including:

• Consignment agreements. Drafting, presenting and enforcing your agreements with Consignors (splits, fees, expiration, unsold-item handling, markdowns, abandoned property and dispute resolution). Templates, defaults or examples in the Service are conveniences, not legal advice.
• Payouts. Deciding, approving and making payouts to Consignors. Balances and payout amounts shown in the Service are calculated from data and settings you provide; you must review them before paying.
• Taxes. Sales tax collection and remittance, information reporting (such as IRS Forms 1099 where applicable), and your own income taxes.
• Laws. Compliance with all laws that apply to you, including consumer protection, secondhand dealer and pawn regulations, unclaimed property, product safety and recalls, privacy and data protection, anti-spam, and export or sanctions laws.
• Notices and consents. Providing any privacy notices and obtaining any consents required to collect Consignor and customer information and to send them communications through the Service.

We are not a payment processor. Westfax Property Management, LLC does not process payments, hold, transmit or escrow funds, or act as a money transmitter, bank, broker or agent of you or your Consignors. Money from sales flows through your Platform and payment providers; payouts are made by you using methods you choose (for example cash, check, store credit, PayPal or Zelle). Payout details recorded in the Service are for your reference.

7. Data import and accuracy

We may help you import data from spreadsheets or other consignment software. Imports depend on the completeness and accuracy of the source data and the mappings you approve. You are responsible for reviewing imported consignors, items and balances, and for confirming opening balances against your own records before relying on them. Except for our obligation to perform imports with reasonable care, we are not responsible for errors in source data or in mappings you confirm. You represent that you have the right to export data from any prior system and to provide it to us.

8. Acceptable use

You will not, and will not permit anyone to:

• use the Service for unlawful, fraudulent or deceptive purposes, or to sell stolen, counterfeit, recalled or prohibited goods;
• upload content that infringes others’ rights, is unlawful, or contains malware;
• store full payment card numbers, bank account credentials, government ID numbers, health information or other sensitive data the Service is not designed for;
• send spam or unsolicited messages through the Service;
• access another Merchant’s data, probe, scan or test vulnerabilities without our written permission, or circumvent security, rate limits or usage restrictions;
• reverse engineer, copy, resell, sublicense or build a competing product from the Service, except as permitted by law;
• interfere with or overload the Service or use automated means to access it other than through documented interfaces.

We may suspend access immediately if we reasonably believe your use violates this section or threatens the security, integrity or availability of the Service, and will restore access once the issue is resolved.

9. Merchant Data

As between the parties, you own Merchant Data. You grant us a worldwide, limited license to host, copy, process, transmit and display Merchant Data only as needed to provide, secure and support the Service, to comply with law, and as otherwise permitted by these Terms. You represent that you have all rights, consents and legal bases needed to provide Merchant Data to us and to have it processed as described.

We may create aggregated, de-identified data derived from use of the Service that does not identify you, your Consignors or any individual, and use it to operate and improve the Service.

10. Data Processing Terms

This section applies where we process personal data contained in Merchant Data on your behalf. You are the controller (or “business”) and we are your processor (or “service provider”/“contractor”) for that data.

1. Instructions. We process personal data only on your documented instructions, which consist of these Terms and your configuration and use of the Service, unless required by law (in which case we will inform you where legally permitted).
2. Restrictions (CCPA/CPRA). We will not sell or share the personal data; retain, use or disclose it for any purpose other than the business purposes of providing the Service, or outside our direct business relationship with you; or combine it with personal data from other sources except as permitted by law. We will notify you if we can no longer meet our obligations under the CCPA.
3. Confidentiality. Personnel with access to personal data are bound by confidentiality obligations.
4. Security. We maintain appropriate technical and organizational measures, as described in our Privacy Policy.
5. Subprocessors. You authorize our use of the subprocessors listed in our Privacy Policy. We impose data protection obligations on them that are no less protective than these terms and remain responsible for their performance. We will update that list before adding or replacing subprocessors; you may object on reasonable data protection grounds, and if we cannot reasonably address the objection, you may terminate the affected Service.
6. Data subject requests. Taking into account the nature of the processing, we will assist you by appropriate measures in responding to requests from individuals to exercise their rights, including through the Service’s features and Shopify’s privacy webhooks. If we receive a request directly, we will refer it to you.
7. Shopify privacy webhooks. We honor Shopify’s customers/data_request, customers/redact and shop/redact requests, verifying each by HMAC signature. On shop/redact, sent 48 hours after uninstall, we delete your store’s Merchant Data from our production systems, including uploaded item photos.
8. Breach notification. We will notify you without undue delay after becoming aware of a personal data breach affecting Merchant Data and provide information reasonably available to help you meet your obligations.
9. Assistance. We will provide reasonable assistance with data protection impact assessments and consultations with authorities, to the extent required by law and relating to our processing.
10. Deletion and return. At the end of the Service you may export Merchant Data as described in “Termination,” after which we delete it as described in our Privacy Policy, unless law requires retention.
11. Audits. On reasonable written request no more than once a year, we will provide information reasonably necessary to demonstrate compliance with this section, such as written responses and our subprocessors’ security reports where available.
12. International transfers. Where personal data from the EEA, UK or Switzerland is transferred to a country without an adequacy decision, the parties agree that the applicable Standard Contractual Clauses (Module Two, controller-to-processor, or Module Three where you are a processor) and the UK Addendum are incorporated by reference, with Colorado, USA law not applying to the Clauses themselves, and with the governing law and forum for the Clauses being those of Ireland (or for the UK Addendum, England and Wales).

The subject matter of processing is providing the Service; the duration is the term of your subscription plus the deletion period; the nature and purposes are hosting, storage, synchronization, computation and communication as described in these Terms; the data subjects are your Consignors, customers and Staff; and the categories of data are those described in our Privacy Policy.

11. Intellectual property

We and our licensors own the Service, including all software, designs, label templates, documentation and trademarks, and all improvements to them. Except for the limited rights expressly granted in these Terms, no rights are granted to you. “Trovette” and our logos are our trademarks. Shopify is a trademark of Shopify Inc.; we are not affiliated with or endorsed by Shopify except as an app developer.

12. Feedback

If you send us suggestions, ideas or other feedback, you grant us a perpetual, irrevocable, royalty-free, worldwide right to use and incorporate it without restriction or obligation to you. Feedback does not include Merchant Data.

13. Third-party services

The Service interoperates with third-party services such as your Platform, payment providers and email providers. Your use of them is governed by their terms, and we are not responsible for them. If a third party changes or discontinues its service or API, we may modify or discontinue related features.

14. Confidentiality

Each party will protect the other’s non-public information disclosed in connection with the Service using reasonable care, use it only to perform under these Terms, and disclose it only to those who need to know and are bound by similar obligations, except where required by law.

15. Warranty disclaimer

Except as expressly stated in these Terms, the Service is provided “as is” and “as available.” To the fullest extent permitted by law, Westfax Property Management, LLC disclaims all warranties, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, error-free or secure, that calculations, balances, reports or imports will be free of errors, or that data will never be lost. You are responsible for reviewing outputs and keeping your own records.

16. Limitation of liability

To the fullest extent permitted by law: (a) neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or data, or costs of substitute services, even if advised of their possibility; and (b) each party’s total aggregate liability arising out of or relating to these Terms or the Service will not exceed the fees you paid to Westfax Property Management, LLC for the Service in the twelve (12) months before the event giving rise to the claim (or one hundred U.S. dollars (US$100) if greater).

These limits do not apply to your payment obligations, your indemnity obligations, or either party’s liability for fraud, gross negligence or willful misconduct, or to the extent liability cannot be limited by law.

17. Indemnification

You will defend, indemnify and hold harmless Westfax Property Management, LLC and its owners, officers, employees and agents from and against any third-party claims, losses, liabilities, damages, fines and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your consignment business, including disputes with Consignors or customers, payouts and taxes; (b) Merchant Data, including your collection and use of it; (c) your violation of these Terms or applicable law; or (d) goods you sell. We will give you prompt notice of the claim, reasonable cooperation at your expense, and control of the defense, provided you may not settle a claim that imposes obligations on us without our consent.

18. Term, termination and data export

These Terms apply from when you first use the Service until your subscription ends. You may stop using the Service at any time by uninstalling the app. We may suspend or terminate your access for material breach not cured within 15 days of notice (or immediately for breaches of “Acceptable use,” non-payment, or where required by law or the Platform), or discontinue the Service on at least 60 days’ notice.

Export. While your account is active, you may export your records using the Service’s exports and reports. Before uninstalling, export anything you want to keep: after uninstall, Shopify sends a shop/redact request 48 hours later and we then permanently delete your store’s data. If we terminate for convenience or discontinue the Service, we will give you a reasonable opportunity to export your data first. Contact hello@trovette.com if you need help with an export.

Sections that by their nature should survive (including fees owed, Merchant Data, Data Processing Terms to the extent we retain data, intellectual property, feedback, disclaimers, limitation of liability, indemnification, and governing law) survive termination.

19. Governing law and dispute resolution

These Terms are governed by the laws of the State of Colorado, USA, without regard to conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first. Before filing a claim, each party agrees to try to resolve the dispute informally by sending written notice to the other (to us at hello@trovette.com) describing the dispute and the relief sought, and negotiating in good faith for at least 30 days.

Venue. If not resolved, any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Jefferson County, Colorado, and each party consents to their personal jurisdiction. Either party may bring an individual claim in small claims court where eligible, and either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Business claims; no class actions. To the extent permitted by law, claims may be brought only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Any claim must be brought within one year after it arises, except where law prohibits this limit.

20. Changes to these Terms

We may modify these Terms from time to time. We will post the updated Terms here and update the “Last updated” date. For material changes, we will give at least 30 days’ notice by email to your account contact or in the Service before they take effect, unless the change is required by law or relates to new features, in which case it may take effect sooner. If you do not agree to the changes, you may cancel before they take effect; continued use after the effective date constitutes acceptance.

21. General

These Terms (with the Privacy Policy and any order or plan details) are the entire agreement between the parties about the Service and supersede prior agreements on that subject. If any provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. The parties are independent contractors. Notices to us must be sent to hello@trovette.com (and, for legal notices, to our mailing address below); notices to you may be sent to your account email or shown in the Service. There are no third-party beneficiaries.

22. Contact

Westfax Property Management, LLC
15751 W Eureka Ave, Morrison, CO 80465, USA
Email: hello@trovette.com