End User License Agreement (EULA)

Uncharted - Premium Shopify Theme

Version 1.0.0 - Last updated: July 9, 2026

"EcomGraduates" is a registered trademark of EcomGraduates LLC. The Uncharted theme is an original, proprietary work owned entirely by EcomGraduates LLC.

Preamble - Agreement to Terms

This End User License Agreement ("EULA" or "Agreement") is a legal agreement between you and EcomGraduates LLC. It governs your acquisition and use of the Uncharted Shopify theme supplied by EcomGraduates LLC, together with any updates, Internet-based services, and support services provided for it. Updates are governed by this EULA unless the Licensor delivers replacement license terms with an update, as described in Section 14(e).

By purchasing, downloading, installing, or using the Theme, you agree to be bound by the terms of this EULA. If you do not agree to these terms, do not purchase, download, install, or use the Theme.

Please read this EULA carefully before completing the installation process and using the Theme. It provides a license to use the Theme and contains warranty information and liability disclaimers. The Theme is licensed, not sold: a purchase grants you a License only, and the Theme itself is never sold.

If you are entering into this EULA on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority, or if you do not agree with the terms and conditions of this EULA, do not install or use the Theme, and you must not accept this EULA.

This EULA is effective from the date you first purchase, download, install, or use the Theme.

1. Definitions

For the purposes of this Agreement:

(a) "Licensor" means EcomGraduates LLC, the sole owner of the Theme and the party granting the License. References to "EcomGraduates," "we," "us," or "our" mean EcomGraduates LLC.

(b) "Theme" means the Uncharted Shopify theme as delivered to you, together with any subsequent versions or updates supplied to you by the Licensor, including without limitation all of its files and components - Liquid templates, sections, blocks, snippets, layout files, JSON templates and configuration files, stylesheets, JavaScript files, images, fonts, and other assets - together with the Documentation. "Theme" includes any portion of the Theme and any modified, customized, adapted, or derivative version of the Theme or of any of its files, whether created by you or by any third party.

(c) "Store" means a single Shopify online store instance, identified by the unique .myshopify.com domain assigned by Shopify when the store is created, together with any custom domains connected to that same store instance. Each separately created Shopify store - including development stores, expansion stores, additional storefronts within a Shopify Plus organization, and any other store accessible under the same Shopify user account or organization - is a separate Store requiring its own License. Migration of a business to a new Shopify store instance (a new .myshopify.com domain) is a reassignment governed by Section 6(c).

(d) "License" means the limited right to use the Theme granted under Section 2 of this Agreement.

(e) "Licensee" (also "you" or "your") means the individual or legal entity that has purchased a License and accepted this Agreement.

(f) "Documentation" means any user guides, setup instructions, reference materials, or other supporting documentation provided by the Licensor for the Theme.

(g) "Ownership or control" of a Store means legal ownership of the Shopify store by the Licensee or its majority-owned affiliate; access to a store as a staff member, collaborator, partner, developer, or contractor for another party does not constitute ownership or control.

2. Grant of License

(a) Subject to your payment of the applicable license fee and your continued compliance with this Agreement, the Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Theme on one (1) Store only.

(b) One License per Store; Store designation. Each License covers a single Store. If you wish to use the Theme on any additional Store, you must purchase a separate License for each such Store. At or promptly after purchase, you must designate the Store covered by your License by providing its .myshopify.com domain to the Licensor; the License is bound to that designated Store.

(c) Client work. If you build, manage, or operate a Store on behalf of a client, a separate License is required for each client Store, purchased either by the client or by you on that client's behalf, and a License purchased for a client Store attaches to that Store and may not be reused for any other client or Store. Your own License may not be installed on, previewed on, or reassigned to any Store owned by a client.

(d) The License is revocable and may be terminated as described in Section 9.

(e) The Theme is licensed, not sold. This Agreement grants you only the rights expressly stated herein. The Licensor reserves all rights not expressly granted to you.

(f) You are responsible for ensuring that your Store and platform environment meet any minimum requirements of the Theme.

(g) The Licensor reserves the right to grant licenses to use the Theme to other parties.

3. Permitted Uses

Provided you remain in compliance with this Agreement, you may:

(a) install, publish, and use the Theme on one (1) live Store covered by your License;

(b) customize and modify the Theme - including its settings, templates, code, and assets - solely for use on that same licensed Store. Modifications do not transfer any ownership rights to you (see Section 5), and issues caused by your own modifications are excluded from support coverage (see Sections 7, 8, and 10);

(c) maintain a reasonable number, not to exceed three (3), of development, staging, or backup copies of the Theme, provided that all such copies are used exclusively by you (or personnel permitted under Section 4) for the benefit of the same licensed Store, are not installed on, previewed on, or published to any other Store, are not transferred to any third party (including by transferring ownership of a development store containing the Theme), and are deleted when no longer needed; and

(d) use the Documentation in connection with your permitted use of the Theme.

4. Restrictions

You are not permitted to, and you shall not permit any third party to:

(a) resell, rent, lease, lend, or otherwise commercialize the Theme or any License, in whole or in part;

(b) redistribute the Theme or any of its files in any form, whether for payment or free of charge;

(c) share the Theme or its files with any other person or entity, whether publicly (including by uploading them to any website, repository, marketplace, forum, or file-sharing service) or privately, except as permitted under "Permitted personnel" below;

(d) sublicense, assign, or transfer the License or the Theme to any third party, except as expressly permitted under Section 6;

(e) create, or contribute to the creation of, any theme, template, or other product that is based on, derived from, or incorporates any part of the Theme, whether or not modified, for any purpose other than use on your licensed Store - including sale, distribution free of charge, or installation on any Store not covered by a valid License;

(f) extract, copy, or reuse any section, block, snippet, component, code, design element, or asset of the Theme in or for any other theme, template, or product, or on any Store not covered by a valid License. For clarity, a License authorizes use of the Theme as a whole on the licensed Store only and never authorizes incorporation of any part of the Theme into any other theme or product, whether or not that theme or product is used on a licensed Store;

(g) use the Theme's code, design, or assets to develop or contribute to a competing theme, template, or website-building product;

(h) remove, obscure, or alter any copyright notice, trademark, license notice, or other proprietary notice contained in the Theme or the Documentation;

(i) represent the Theme, in whole or in part and whether or not modified, as your own work or the work of any party other than EcomGraduates LLC;

(j) use the EcomGraduates name, the EcomGraduates® trademark, or any other trademark, service mark, or logo of the Licensor without the Licensor's prior written permission;

(k) circumvent, disable, or interfere with any license verification or protection mechanism included in the Theme;

(l) install or use the Theme, or any copy, modified version, or derivative of it, in whole or in part, on any Store for which a valid License has not been purchased, including the use of cracked or otherwise unlicensed copies; or

(m) use the Theme in violation of any applicable local, state, national, or international law or regulation.

Permitted personnel. Notwithstanding Section 4(c), you may permit your employees and engaged contractors to access the Theme solely to install, configure, or customize it for your licensed Store, provided that (i) access is limited to what is necessary for that work, (ii) you bind each such person to restrictions at least as protective as this Agreement, and (iii) you remain fully responsible for their acts and omissions as if they were your own. No other disclosure, sharing, or provision of the Theme or its files to any person is permitted, whether for payment or free of charge, publicly or privately.

5. Ownership and Intellectual Property

(a) License, not sale. This Agreement does not transfer to you any title to or ownership of the Theme. All right, title, and interest in and to the Theme - including all source code, design, functionality, graphics, Documentation, and all copyright, trademark, trade dress, and other intellectual property rights of whatever nature in the Theme, including in any modifications made to it - are and shall at all times remain the exclusive property of EcomGraduates LLC.

(b) Original work. The Theme is a 100% original, proprietary codebase owned entirely by EcomGraduates LLC. It is protected by the copyright and trademark laws and other intellectual property and unfair competition laws of the United States, international copyright laws, and international conventions. All rights reserved.

(c) Trademark. "EcomGraduates" is a registered trademark of EcomGraduates LLC. Nothing in this Agreement grants you any right to use the Licensor's trademarks, service marks, trade names, or logos.

(d) Enforcement. The Licensor reserves the right to protect its intellectual property in the Theme, including by identifying Stores or customers infringing on its intellectual property, pursuing takedown procedures under applicable law (including the Digital Millennium Copyright Act), refusing updates and support to infringing users, terminating the License upon written notice as provided in Section 9(c), and taking legal action as it deems necessary.

(e) Verification. Upon the Licensor's reasonable written request, made no more than twice in any twelve-month period, you will confirm in writing within fourteen (14) days the .myshopify.com domain of each Store on which the Theme or any copy of it is installed and the License order number covering each such Store. Failure to respond, or a false response, is a material breach of this Agreement.

6. License Transfers

(a) The License is personal to you and is non-transferable. You may not assign, sell, or otherwise transfer the License or this Agreement to any third party without the prior written consent of the Licensor.

(b) Sale of the Store. If you sell or otherwise transfer ownership of the Store on which the Theme is installed, you must, prior to completing the transfer, either (i) obtain the Licensor's prior written consent to transfer the License to the acquirer, in which case the License transfers with the Store and all your rights under it end; or (ii) remove the Theme from the Store and delete all copies of it in your and the Store's possession. If you transfer the Store with the Theme installed without the Licensor's written consent, your License terminates in its entirety - not merely with respect to that Store - you are not entitled to apply it to any replacement Store under Section 6(c), and you remain liable for any use of the Theme by the acquirer that your failure to remove it enabled. Any use of the Theme by an acquirer that has not purchased its own License is unlicensed use and constitutes copyright infringement.

(c) Store closure. If your designated Store is permanently deactivated, suspended, or closed, you may reassign the License to one (1) replacement Store owned and operated by you, provided that: (i) you first remove the Theme and delete all copies of it from the prior Store; (ii) before installing the Theme on the replacement Store, you notify the Licensor in writing (email sufficient), identifying the .myshopify.com domains of both the prior and replacement Stores; and (iii) the Theme is installed on no more than one (1) Store per License at any time. Reassignment is available only for bona fide permanent closures; the Licensor may refuse reassignment where it reasonably determines the request is part of a pattern of serial reassignment intended to operate the Theme for multiple stores or businesses under a single License. No refund is available in such circumstances (see Section 8).

7. Updates and Support

(a) Included support. A single-Store License includes three (3) months of priority support from the date of purchase, covering theme-related issues, installation guidance, and basic customization assistance. Support response targets and procedures are published at https://www.ecomgraduates.com/pages/ecomgraduates-service-level-agreement.

(b) Support scope. Support covers bugs and defects in the Theme as delivered by the Licensor. Support does not cover: new features not originally included in the Theme; conflicts caused by third-party apps, scripts, or developers; code modifications not made by the Licensor; or issues arising from your own edits to the Theme code. The Theme is designed to work as delivered, and the Licensor cannot guarantee that it will function as intended after your modifications. Customizations you make will not automatically carry over into updated versions of the Theme.

(c) Updates. Updates to the Theme are provided at the Licensor's discretion for supported versions of the Theme. Nothing in this Agreement obligates the Licensor to develop or supply any update, correction, or new release.

(d) Refusal of updates and support. The Licensor reserves the right to refuse updates and support to any Licensee found in violation of this Agreement, including any Licensee using the Theme on a Store for which no valid License has been purchased, using unlicensed copies of the Theme, or engaging in unauthorized resale or redistribution of the Theme.

(e) Support for licensed Stores only. The Licensor is unable to provide technical or customer support in respect of any Store for which a License has not been purchased.

8. Refunds

(a) All sales final. The Theme is a digital product. All sales are final, and no refunds are offered. Once you have purchased a License, it is non-refundable. You are encouraged to thoroughly review the Theme's features, functionality, and demonstration materials before making your purchase. By completing your purchase, you acknowledge that you forfeit any right to a refund.

(b) No refunds for Store deactivation. If your Store is deactivated, suspended, or closed for any reason, you are not entitled to a refund. Reassignment of your License to a replacement Store is available only as provided in Section 6(c).

(c) Conduct toward staff. The Licensor may suspend or terminate support services (but not the License) if, after written warning, you engage in abusive, threatening, or harassing conduct toward the Licensor's staff or representatives. No refund is due for support suspended or terminated under this Section.

(d) No refunds for third-party interference. If you engage a third-party developer, agency, or consultant to modify, alter, or otherwise work on the Theme, and that third party's actions damage the Theme's functionality, integrity, or operability, the Licensor shall not be liable for any resulting issues and you shall not be entitled to a refund. Any repairs, remedies, or corrective measures are solely your responsibility, and the Licensor is under no obligation to fix, restore, or compensate for such damage.

(e) No refunds for unauthorized code removal or redistribution. If you grant a third party access to your Store or theme files and that third party removes, copies, extracts, redistributes, or resells the Licensor's code or any part of the Theme, you forfeit any claim to a refund. The Licensor is not responsible for tracking or recouping unauthorized distributions and is not obligated to restore, repair, or provide compensation in such circumstances.

(f) Effect of refund or chargeback. If your payment for a License is refunded, reversed, disputed, or charged back for any reason - including any refund the Licensor elects to grant or is required to grant under applicable law or a marketplace policy - your License terminates automatically as of the date of the refund or reversal, and Section 9(d) applies: you must immediately remove the Theme from any Store and delete all copies in your possession or control. Any retention or use of the Theme after such a refund or reversal is unlicensed use and constitutes willful copyright infringement.

9. Term and Termination

(a) Term. This Agreement is effective from the date you first purchase, download, install, or use the Theme and shall continue until terminated.

(b) Termination by you. You may terminate this Agreement at any time upon written notice to the Licensor.

(c) Termination by the Licensor. The Licensor may terminate this Agreement and the License immediately upon written notice if you materially breach Section 2 (Grant of License), Section 4 (Restrictions), or Section 5 (Ownership and Intellectual Property), including any infringement of the Licensor's intellectual property described in Section 5(d). For any other breach, the Licensor may terminate this Agreement if you fail to cure the breach within thirty (30) days after the Licensor's written notice describing the breach. In addition, your License terminates automatically upon a refund, reversal, or chargeback of your payment as described in Section 8(f).

(d) Effect of termination. Upon termination for any reason, the License granted by this Agreement immediately terminates, and you must: (i) cease all access to and use of the Theme; (ii) remove the Theme from any Store on which it is installed; and (iii) delete all copies of the Theme and its files in your possession or control, including development, staging, and backup copies. No refund is due upon termination.

(e) Survival. The provisions of this Agreement that by their nature should continue - including Sections 4 (Restrictions), 5 (Ownership and Intellectual Property), 8 (Refunds), 10 (Warranty Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 13 (Governing Law and Dispute Resolution), and 14 (General Provisions) - survive any termination of this Agreement.

10. Warranty Disclaimer

(a) EXCEPT AS PROHIBITED BY APPLICABLE LAW, THE THEME AND THE DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

(b) THE LICENSOR DOES NOT WARRANT THAT THE THEME WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE THEME IS FREE OF HARMFUL COMPONENTS.

(c) THE LICENSOR MAKES NO GUARANTEE OF ANY BUSINESS OUTCOME. THE SUCCESS OF AN E-COMMERCE BUSINESS DEPENDS ON MANY FACTORS BEYOND THE THEME, INCLUDING MARKET CONDITIONS, COMPETITION, CONSUMER BEHAVIOR, PRODUCT QUALITY, AND PRICING. THE LICENSOR DOES NOT GUARANTEE ANY SALES, PROFITS, REVENUE, CONVERSION RATES, OR OTHER PERFORMANCE RESULTS FROM YOUR USE OF THE THEME. YOU ARE SOLELY RESPONSIBLE FOR YOUR OWN BUSINESS DECISIONS AND FOR EVALUATING THE THEME BEFORE PURCHASE.

(d) YOU ASSUME ALL RISK ARISING FROM MODIFICATIONS YOU MAKE, OR CAUSE TO BE MADE, TO THE THEME. THE LICENSOR CANNOT BE HELD RESPONSIBLE FOR ERRORS OR ISSUES ARISING FROM MODIFICATIONS MADE TO THE THEME'S CODE BY YOU OR BY ANY THIRD PARTY ACTING ON YOUR BEHALF.

11. Limitation of Liability

(a) IN NO EVENT WILL ECOMGRADUATES LLC BE LIABLE TO YOU FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS OR SAVINGS, LOST REVENUE, DECREASE IN SALES, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OR CORRUPTION OF DATA, CHANGES IN FOREIGN CURRENCY CONVERSION RATES, OR INJURY TO PERSON OR PROPERTY) OR FOR ANY CLAIM BY ANY PARTY ARISING OUT OF THE USE OF OR INABILITY TO USE THE THEME, EVEN IF ECOMGRADUATES LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) EXCEPT AS PROVIDED IN SECTION 11(c), ECOMGRADUATES LLC'S MAXIMUM AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE THEME SHALL NOT EXCEED THE LICENSE FEE ACTUALLY PAID BY YOU FOR THE SPECIFIC LICENSE GIVING RISE TO THE CLAIM.

(c) THIS LIMITATION OF LIABILITY APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IS INTENDED TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED UNDER APPLICABLE LAW. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER APPLICABLE LAW, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THIS SECTION. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES THE LICENSOR'S RESPONSIBILITY FOR LOSSES OR DAMAGES CAUSED BY ITS OWN FRAUD, RECKLESSNESS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

12. Indemnification

You agree to defend, indemnify, and hold EcomGraduates LLC and its affiliates, and each of their respective officers, directors, representatives, agents, employees, and outside contractors, harmless from and against any and all losses, damages, liabilities, expenses, and costs, including reasonable attorneys' fees, arising from any claim by a third party arising from or related to: (a) your breach of this Agreement; (b) your use or modification of the Theme; (c) the operation of your Store; or (d) your act, error, or omission. This indemnification obligation is intended to be only as broad and inclusive as is permitted under applicable law.

13. Governing Law and Dispute Resolution

(a) Governing law. This Agreement, and any dispute arising out of or in connection with this Agreement, shall be governed by and construed in accordance with the laws of the State of Rhode Island (United States), without regard to conflicts of law principles.

(b) Binding arbitration; class action waiver. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE THEME, OR YOUR PURCHASE OF A LICENSE WILL BE SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA"), CONDUCTED BY A SINGLE ARBITRATOR APPOINTED BY THE AAA UNDER ITS COMMERCIAL ARBITRATION RULES OR, WHERE THE AAA DETERMINES A DISPUTE QUALIFIES AS A CONSUMER DISPUTE, ITS CONSUMER ARBITRATION RULES, IN EACH CASE AS IN EFFECT WHEN THE CLAIM IS FILED. EXCEPT AS PROVIDED IN SECTION 13(d), YOU AND THE LICENSOR ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM.

(c) Arbitration procedure; individual basis. The place of arbitration will be Providence County, Rhode Island, and any arbitration proceeding will be governed by the laws of the State of Rhode Island, USA. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. The arbitrator will have exclusive authority to resolve any dispute relating to the arbitrability and/or enforceability of this arbitration provision. You agree to arbitration on an individual basis: neither you nor the Licensor will be entitled to join or consolidate claims by or against other customers, or to participate in any claim as a class representative, class member, or in a private attorney general capacity. Any award of the arbitrator will be final and binding and may be entered as a judgment in any court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

(d) Exceptions; forum for other disputes. Notwithstanding Sections 13(b) and 13(c): (i) either party may seek injunctive or other equitable relief in any court of competent jurisdiction for actual or threatened infringement or misuse of intellectual property; and (ii) either party may bring an individual claim in small claims court. For any claim not subject to arbitration, the state and federal courts located in Providence County, Rhode Island shall have exclusive jurisdiction, and you consent to personal jurisdiction and venue in those courts.

14. General Provisions

(a) Entire agreement. This Agreement constitutes the entire agreement between you and the Licensor with respect to the Theme and supersedes all prior agreements or communications relating to its subject matter.

(b) Severability. If any provision of this Agreement is found to be invalid or unenforceable by any court or arbitrator of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

(c) No waiver. The Licensor's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

(d) Assignment. The Licensor may assign its rights and duties under this Agreement to any party at any time without notice to you. You may not assign this Agreement or the License except as provided in Section 6.

(e) Updates to terms. Updates to the Theme are governed by this Agreement unless the Licensor delivers replacement license terms together with an update, in which case those replacement terms govern that update from the time you install it. Your installation or use of an update delivered with replacement terms constitutes your acceptance of those terms; if you do not accept them, do not install that update, and this Agreement continues to govern the version you hold.

(f) Electronic communications. You agree that any notice, agreement, disclosure, or other communication that the Licensor sends you electronically (email being sufficient) satisfies any legal requirement that such communication be in writing.

(g) Export compliance. You may not download, use, or export the Theme in violation of United States export laws and regulations or economic sanctions. You represent that you are not located in, or ordinarily resident in, any country or region subject to comprehensive U.S. sanctions and are not on any U.S. government restricted-party list.

(h) Force majeure. The Licensor is not liable for any delay or failure to perform (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, Internet or hosting failures, labor disputes, governmental actions, or failures of Shopify's platform.

(i) Third-party beneficiaries. The indemnified parties identified in Section 12 are intended third-party beneficiaries of that Section and may enforce it. Except as stated in the preceding sentence, this Agreement creates no rights in any third party.

(j) Headings. Section headings are for convenience only and do not affect the interpretation of this Agreement.

15. Contact

For questions about this Agreement, licensing, or support, contact EcomGraduates LLC at:

Email: support@ecomgraduates.com
Website: https://www.ecomgraduates.com

Copyright © 2026 EcomGraduates LLC. All rights reserved. "EcomGraduates" is a registered trademark of EcomGraduates LLC. Unauthorized reproduction, distribution, or resale of the Uncharted theme, in whole or in part, is strictly prohibited and may result in termination of your License and legal action.