Adalore Terms of Service

Effective date: September 10, 2025

These Terms of Service (the "Terms") govern your access to and use of the Adalore Shopify app, its extensions, and related services (collectively, the "Services") provided by T Labs LLC, d/b/a Adalore ("Adalore", "we", "us", "our").

By installing, accessing, or using the Adalore app, you automatically agree to be bound by these Terms. If you install the app on behalf of an organization, you represent and warrant that you have authority to bind that organization.

Contact: [support@adalore.com]

1. Relationship with Shopify

Adalore is developed by T Labs LLC and is not owned or controlled by Shopify Inc. or its affiliates. Your use remains subject to Shopify’s terms and policies, including app and checkout policies. Shopify may enforce its policies independently of these Terms.

2. Definitions

Merchant: the Shopify store owner who installs and uses Adalore.

Publisher (Host Store): a Merchant enabling placements on its thank-you page.

Advertiser Store: a Merchant promoting its products on Publisher thank-you pages.

Creative: artwork or content used in placements.

Placement: the sponsored content rendered on the thank-you page.

A Merchant may act as both Publisher and Advertiser, but not for the same transaction.

3. Eligibility and Account

You must maintain a valid Shopify store and comply with Shopify policies. You must provide accurate contact details. You are responsible for actions taken under your account and for your staff’s compliance.

4. The Services

Adalore operates a commission-only cross-promotion network on Shopify thank-you pages. Merchants may act as Publishers by displaying offers, and/or as Advertisers by promoting their own products on other Merchants’ pages. The Services include:

• Setup assistance within 2 business days.
• Ability to nominate "Hero Products" to advertise.
• Creative design by Adalore; Stores may approve or reject creatives before launch.
• Right of Stores to veto any pairing within 48 hours of notice.
• Click tracking and conversion attribution via Shopify Web Pixel or server-to-server integrations.

We do not guarantee specific traffic, conversion volume, or revenue. We may modify, suspend, or discontinue features with reasonable notice where feasible.

5. Merchant Responsibilities

5.1 Lawful Use and Content

You will use the Services only in accordance with applicable laws, Shopify policies, and these Terms. You will not submit unlawful, infringing, misleading, or harmful content.

5.2 Consents and Disclosures

You are responsible for any disclosures or consents required under applicable law for showing sponsored content and measuring performance.

5.3 Pairings and Creatives

You warrant you have all rights necessary to submit and display Creatives and product links (including trademarks, images, and product claims). You grant Adalore a non-exclusive, worldwide, royalty-free license to host, reproduce, transmit, and display Creatives and logos for the operation of the Services.

Adalore owns its own creatives; you may use them only in connection with Adalore participation.

Adalore may update links and parameters remotely.

5.4 Fraud and Abuse

You will not generate invalid clicks or conversions, engage in self-dealing schemes, or circumvent billing. We may withhold credits/payouts and/or suspend access for suspected abuse.

6. Fees, Billing, and Taxes

6.1 Commission Model (Default; may vary by written agreement, including in-app acceptance)

Host Store (Publisher). When a customer purchases from an Advertiser after clicking an ad on your Thank-You page, you earn 7.5% of the order subtotal. Paid every 30 days for the prior period. Adalore retains 7.5% of the order subtotal for such transactions.

Advertiser Store. When a customer purchases from your store after clicking your ad on another store’s Thank-You page, you pay 15% of the order subtotal. Billed every 30 days for the prior period; Adalore may net amounts owed against amounts payable to you.

Calculation. Commissions are based on item subtotal only, excluding taxes and shipping and calculated after discounts.

6.2 Modifications to Commission

Special Agreements: In exceptional cases, commission rates may be modified by mutual agreement in a separate written document signed by both parties.

General Changes: Adalore may modify the general commission rates applicable to all Merchants by providing 30 days’ advance written notice. Continued use of the Services after the effective date of such changes constitutes acceptance.

6.3 Billing

Adalore may issue usage charges via Shopify Billing or invoices. Pricing changes apply prospectively with notice. You are responsible for taxes unless Adalore is required by law to collect them.

7. Publisher Earnings and Payouts

Adalore records commissions and fees for conversions in a ledger. Amounts visible in the dashboard are estimates until processed. Payouts are issued via supported payment providers (e.g., Stripe).

You must complete onboarding and provide accurate payout details.

Adjustments may be made for refunds, chargebacks, suspected invalid activity, or billing failures.

Adalore may apply payout minimums or periodic schedules, communicated via dashboard or documentation.

8. Intellectual Property

Adalore IP: We retain all rights to the Services, software, documentation, creatives, and trademarks.

Merchant IP: You retain your rights in your content and creatives. You grant the license in Section 5.3 to operate the Services.

Feedback: You grant us a perpetual, royalty-free license to use feedback for any purpose.

9. Confidentiality

All non-public information exchanged under these Terms is confidential during the Term and for three (3) years after termination. Each party must use such information only for purposes of this Agreement.

10. Privacy and Data

Roles: For customer event data, you are the controller and we are the processor. For our business records (e.g., merchant accounts, ledger/payouts, service logs), we act as an independent controller.

Scope: The Services operate on click IDs, campaign metadata, and numeric order IDs. No customer PII is required for core functionality.

Retention: Data is retained only as long as necessary for operation, compliance, or reporting, in line with law and industry standards.

Shopify Compliance: We honor Shopify privacy webhooks (customers/data_request, customers/redact, shop/redact) and purge operational data after uninstall or redaction. Accounting records may be retained as required by law.

Policy: Our Privacy Policy governs how we handle data: [docs/Legal/Privacy-Policy.md].

11. Prohibited Content and Conduct

You may not:

• Use the Services in violation of law or Shopify rules.
• Decompile, reverse engineer, or create derivative works of the Services.
• Circumvent billing, test fraudulently, or interfere with security/performance.
• Submit or advertise content that is illegal, counterfeit, adult, weapons/explosives, extremist/hate, tobacco/vape/alcohol, controlled substances, misleading health claims, or otherwise prohibited by Shopify’s Acceptable Use Policy.

12. Termination

Either party may terminate these Terms for convenience with 10 days’ written notice.

Either party may terminate immediately for material breach if uncured after 5 business days.

Upon termination:

• License rights end.
• Integrations are deactivated.
• Data handled per Section 10.
• Outstanding commissions and fees are settled within 7 business days.
• Sections 8–11, 13–16 survive termination.

13. Disclaimers

The Services are provided "as is" and "as available." We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

14. Limitation of Liability

Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages. Our aggregate liability for all claims is capped at the total commissions paid under these Terms.

15. Indemnification

You will defend, indemnify, and hold us harmless from third-party claims arising from:

• Your content or creatives.
• Your use of the Services in violation of these Terms or law.
• Alleged or actual infringement or misappropriation due to your content or product claims.

16. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Nevada. Any disputes unresolved by negotiation shall be submitted to binding arbitration under the AAA in Las Vegas, Nevada.

17. Changes to the Services or Terms

We may modify the Services or these Terms with reasonable notice. Your continued use of the app after such changes constitutes acceptance.

18. General

Assignment: You may not assign without our consent, except to a successor in merger or asset sale. We may assign these Terms.

Entire Agreement: These Terms and referenced policies (Privacy Policy) constitute the entire agreement.

Severability/Waiver: If a provision is unenforceable, the remainder remains in effect. No waiver is effective unless in writing.

Notices: We may provide notices via email, app UI, or your Shopify contact information.

19. Contact

T Labs LLC (d/b/a Adalore)
support@adalore.com
3909 S Maryland Pkwy Ste 314 PMB 1 Las Vegas, NV 89119