TERMS AND CONDITIONS

Effective Date: July 27, 2026

We are Trio Commerce Pty Ltd, an Australian business with ABN 36 671 764 113 (‘we’, ‘our’ or ‘us’) and we provide a software-as-a-service (SaaS) application designed for Shopify merchants known as AdRelate (Solution).

The Solution assists Shopify merchants with large product catalogues to improve advertising performance and return on ad spend by generating tailored landing pages that direct customers from online advertisements to the most relevant products. The Solution operates within the Shopify ecosystem and is intended for use in connection with Google Ads and Meta advertising campaigns and may include onboarding, configuration assistance and implementation guidance to support merchants in linking their advertising campaigns to landing pages we generate.

These terms and conditions (Terms) govern your access to the Solution and us providing you any other goods and services as set out in these Terms (Subscription). Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

Your Subscription is for the tiered package as selected by you and agreed between us by means of the App Listing (Subscription Tier).

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 15. Please ensure you contact us if you want to cancel your Subscription.

1. READING AND ACCEPTING THESE TERMS

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.
These Terms include the licence terms governing your access to and use of the Solution. By installing, accessing or using the Solution, you agree to be bound by these Terms.
By clicking the tick box below, installing the App through the Shopify App Store, paying for your Subscription or otherwise accessing or using the Solution, you agree to these Terms, which form a binding agreement between you or the company you represent and are acquiring the Subscription on behalf of (‘you’ or ‘your’) and us.
We may update or modify these Terms from time to time by publishing an updated version through the Solution, the Shopify App Store listing, our website or by otherwise notifying you. Your continued access to or use of the Solution after any updated Terms take effect constitutes your acceptance of the updated Terms.

2. ELIGIBILITY

By accepting these Terms, you represent and warrant that:

you have the legal capacity and authority to enter into a binding agreement with us;
you are authorised to accept these Terms on behalf of the business or entity using the Solution;
you are authorised to use the payment method connected to your Shopify account or otherwise provided in connection with your Subscription; and
you will use the Solution solely for lawful commercial business purposes.

The Solution is intended solely for use by Shopify merchants and their authorised personnel in connection with ecommerce operations and commercial activities.

If you enter into these Terms on behalf of a company, partnership, trust or other entity, references to “you” and “your” refer to both:

the individual accepting these Terms; and
the relevant entity using the Solution.

You represent and warrant that you have authority to bind that entity to these Terms.

3. DURATION OF YOUR SUBSCRIPTION

Your Subscription and these Terms commence on the date you install, access or use the Solution through Shopify and continue unless terminated in accordance with these Terms.
Unless otherwise specified in the applicable App Listing or agreed in writing, Subscriptions are billed on a recurring monthly basis through Shopify’s billing system.
Your Subscription will automatically renew at the end of each billing cycle unless cancelled through Shopify prior to the commencement of the next billing cycle.
If you cancel your Subscription, you will continue to have access to the Solution until the end of your then-current paid billing period, following which your access to the Solution will terminate.
We may from time to time introduce alternative subscription structures, including annual or fixed-term plans. Any additional renewal, notice or cancellation requirements applicable to those plans will be set out in the applicable App Listing or communicated to you separately.
Shopify manages subscription renewals, billing functionality and cancellation workflows and certain billing processes may therefore be subject to Shopify’s systems, policies and functionality.

4. THE SOLUTION

4.1 SCOPE OF YOUR SUBSCRIPTION AND THE SOLUTION

We will provide you, to the extent applicable to your selected Subscription Tier, access to the Software, Documentation and related functionality made available through the App (together, the Solution).
The Solution is made available through the Shopify platform and operates within the Shopify ecosystem. You acknowledge and agree that the functionality and availability of the Solution may be dependent on Shopify’s systems, APIs, permissions, policies and infrastructure.
We are not responsible for any outage, interruption, delay, reduced functionality, billing issue, API limitation, permission change or other issue arising from or caused by Shopify or any third party platform or provider.
Your Subscription includes the features, functionality, usage limits and inclusions applicable to your selected Subscription Tier, as displayed on the Shopify App Store listing, within the App interface, or otherwise communicated by us from time to time.
We may modify, add, suspend, remove or discontinue features or functionality of the Solution at any time, including as part of ongoing product development, maintenance, security updates, legal compliance requirements or changes to third party platform requirements.
The Solution is designed to assist Shopify merchants in creating tailored landing page experiences and improving conversion infrastructure for large product catalogues.
The Solution may be used by merchants in connection with third party advertising platforms, including Google Ads and Meta Ads. However, the Solution does not directly manage, operate, integrate with or control any advertising account, advertising campaign or advertising platform.
You remain solely responsible for:
1. your advertising campaigns;
2. advertising spend;
3. campaign configuration and targeting;
4. compliance with third party advertising platform requirements; and
5. all advertising outcomes and performance.
The Solution may also include onboarding assistance, configuration support, implementation guidance, analytics functionality and related support services intended to assist merchants in directing advertising traffic to landing pages generated through the Solution.

4.2 ACCOUNTS

To access or use certain parts of the Solution, you may be required to create or connect an account through Shopify or the App (an Account).
You must ensure that all information provided in connection with your Account is accurate, complete and kept up to date. As part of the Account registration process and as part of your continued use of the App, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by us from time to time.
You are responsible for maintaining the confidentiality and security of your Account credentials and for all activity occurring through your Account.
You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.
You must notify us immediately if you become aware of any unauthorised access to or use of your Account.
We may suspend or restrict access to your Account where we reasonably suspect unauthorised access, misuse, unlawful conduct or a breach of these Terms.

4.3 DISCLAIMER

You acknowledge and agree that:

any information provided to you as part of or in connection with the Solution is general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice;
the Solution is intended to assist merchants in creating tailored landing page experiences and improving conversion infrastructure;
we do not guarantee any particular advertising outcome, conversion rate, return on ad spend (ROAS), sales performance, traffic increase, ranking outcome or revenue result;
advertising performance is dependent on numerous factors outside our control, including:
1. advertising strategy,
2. product offering,
3. pricing,
4. ad creative,
5. targeting,
6. market conditions; and
7. third party advertising platforms;
the Solution does not directly manage, operate or control your Google Ads, Meta Ads or other advertising accounts.
You remain solely responsible for the configuration, management, legality and performance of your advertising campaigns and compliance with all third party advertising platform requirements; and
it is your responsibility to comply with applicable laws relevant to your business, including consumer laws and privacy laws.
The parties are independent contractors. Nothing in these Terms creates:
1. a partnership;
2. joint venture;
3. agency relationship;
4. fiduciary relationship; or
5. employment relationship between the parties.
Neither party has authority to bind or represent the other party.

4.4 ANALYTICS AND REPORTING LIMITATIONS

You acknowledge and agree that analytics, reporting and dashboard data generated through the Solution are not provided in real time.
Data may be collected through pixels, tracking technologies and related storefront events, transmitted to our systems and processed through scheduled or batch processing workflows before appearing within the Solution.
Accordingly, delays may occur between storefront activity and reporting visibility within the Solution.
Analytics accuracy and completeness may also be affected by factors outside our control, including:
1. cookie consent settings;
2. browser privacy settings;
3. ad blockers;
4. pixel firing issues;
5. third party platform changes;
6. Shopify platform behaviour;
7. storefront modifications; and
8. third party applications or integrations.
You acknowledge and agree that:
1. analytics and reporting generated through the Solution may be incomplete, delayed or inaccurate; and
2. you must not rely solely on Solution analytics or reporting for business-critical, financial, advertising or operational decisions.
To the maximum extent permitted by law, we make no warranty regarding the accuracy, completeness or reliability of analytics or reporting generated through the Solution.

4. 5 SOFTWARE LICENCE

Subject to your compliance with these Terms and payment of applicable Subscription Fees, we grant you a limited, non-exclusive, non-transferable and revocable licence during the Subscription Period to access and use the Software and Documentation solely for your internal commercial business purposes in connection with your authorised use of the Solution.
Unless otherwise specified in your Subscription Tier, access to the Solution is limited to your authorised Users.
We may from time to time release upgrades, enhancements, modifications, updates or new features relating to the Software (Enhancements).
Any Enhancements form part of the Solution and are subject to these Terms.
Enhancements, maintenance, updates or third party platform changes may result in temporary downtime, interruptions or reduced functionality from time to time.
We may from time to time introduce features incorporating artificial intelligence, machine learning or automated decision-making technologies (AI Features).

4.6 AI FEATURES

Where AI Features are made available:

outputs generated through AI Features may be automated and may not always be accurate, complete or suitable for your circumstances;
you remain responsible for reviewing and verifying any outputs before relying on them; and
we may use aggregated and de-identified usage information to improve AI Features and related systems.

4.7 SUPPORT SERVICES

We will provide general support where reasonably necessary to resolve technical issues with the Software (Support Services).

Unless otherwise agreed in writing:

we will take reasonable steps to provide Support Services;
where necessary (you must first endeavour to resolve any issues with the Software internally and we will not assist with issues that are beyond our reasonable control);
we will use our best endeavours to respond to requests for Support Services and you acknowledge that we may not be available 24/7 or respond within a particular time frame;
you are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Users to access and use the Software; and
you will not have any claim for delay to your access to the Software due to any failure or delay in Support Services.

5. DATA HOSTING

The Solution operates primarily as a configuration, landing page and analytics layer within the Shopify ecosystem.
You acknowledge and agree that the core merchant storefront experience, including storefront hosting, checkout functionality, ecommerce infrastructure and certain platform functionality, is provided and operated by Shopify and remains outside our control.
We may use third party hosting providers, cloud infrastructure providers and technology service providers in connection with operation of the Solution, including for analytics processing, data collection, reporting functionality and related infrastructure services.
The availability, accessibility and functionality of the Solution may depend on:
1. Shopify’s infrastructure, systems, APIs, permissions and platform functionality;
2. third party hosting and cloud infrastructure providers;
3. internet and telecommunications infrastructure; and
4. third party technologies and integrations outside our control.
We do not guarantee uninterrupted availability, uptime, accessibility or operation of the Solution.
No service level agreement (SLA), guaranteed uptime commitment or guaranteed response time applies unless expressly agreed by us in writing.
To the maximum extent permitted by law, we are not liable for any outage, interruption, delay, reduced functionality, unavailability, data delay, API limitation, platform restriction or other issue arising from or caused by:
1. Shopify;
2. third party infrastructure providers;
3. hosting providers;
4. telecommunications providers; or
5. third party software, services or integrations.
Our collection, handling, storage, disclosure and processing of personal information and User Data is governed by our Privacy Policy.

6. CLIENT OBLIGATIONS

You agree to:

provide us with all documentation, information and assistance reasonably required by us to perform the Services; and
provide us with access to any third party or other accounts used by you (including log-in details and passwords), as is reasonably required by us to perform the Services.

6.2 CLIENT MATERIAL

You warrant that all information, documentation and other Material you provide to us for the purpose of receiving the Solution is complete, accurate and up-to-date.
You release us from all liability in relation to any loss or damage arising out of or in connection with the Solution, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate or out-of-date.

6.3 OUR OBLIGATIONS

You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
1. upload sensitive information or commercial secrets using the Software;
2. upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Software;
3. use the Software for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity
4. upload any material that is owned or copyrighted by a third party;
5. make copies of the Documentation or the Software;
6. adapt, modify or tamper in any way with the Software;
7. remove or alter any copyright, trade mark or other notice on or forming part of the Software or Documentation;
8. act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Software;
9. use the Software in a way which infringes the Intellectual Property Rights of any third party;
10. create derivative works from or translate the Software or Documentation;
11. publish or otherwise communicate the Software or Documentation to the public, including by making it available online or sharing it with third parties;
12. integrate the Software with third party data or Software, or make additions or changes to the Software, (including by incorporating APIs into the Software) other than integrating in accordance with any Documentation or instructions provided by us in writing;
13. intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Software;
14. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Software or Documentation to any third party, other than granting a User access as permitted under these Terms;
15. decompile or reverse engineer the Software or any part of it, or otherwise attempt to derive its source code;
16. share your Account or Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Solution’s security;
17. make any automated use of the Solution and you must not copy, reproduce, translate, adapt, vary or modify the Solution without our express written consent;
18. attempt to circumvent any technological protection mechanism or other security feature of the Software; or
19. permit any use of the Solution in addition to the Number of Solution Users.
If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.
You agree, and you must ensure that all Users agree:
1. to comply with each of your obligations in these Terms;
2. to sign up for an Account in order to use the Solution;
3. that information given to you through the Software, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
4. that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 6.
You must not use the Solution:
1. in breach of Shopify’s terms, policies or acceptable use requirements;
2. in connection with prohibited, restricted or illegal products or services; or
3. in any manner which may expose us, Shopify or any third party platform provider to regulatory, reputational or legal risk.
You are responsible for ensuring that your Shopify storefront, privacy disclosures, cookie consent mechanisms and tracking practices comply with applicable laws, including laws relating to privacy, cookies, tracking technologies, marketing and consumer disclosures.
Where required by applicable law, you are responsible for obtaining any necessary notices, rights and consents from end users relating to analytics technologies, cookies, pixels or tracking technologies associated with the Solution.

6.4 We may, at any time and in our absolute discretion, refuse, suspend, restrict or terminate your access to all or any part of the Solution, your Account or any related services immediately, without notice and without being required to provide reasons, where we consider that:

you, any User or any person using your Account has breached these Terms;
your use of the Solution is outside its intended purpose;
your use of the Solution creates legal, regulatory, reputational, security or operational risks;
fraudulent, abusive, unlawful or suspicious activity has occurred or may occur;
your use of the Solution may adversely affect:
1. the operation, integrity or security of the Solution;
2. Shopify’s platform;
3. our systems; or
4. other merchants or users;
Shopify requests, requires or recommends suspension or termination; or
suspension or termination is reasonably necessary to protect:
1. the Solution;
2. our business;
3. Shopify;
4. other users; or
5. third parties.

6.5 To the maximum extent permitted by law, we are not liable for any loss, damage, liability, delay or interruption arising from any refusal, suspension, restriction or termination under this clause.

7. FEES AND PAYMENT

7.1 TRIAL PERIOD

We may offer a free trial period for the Solution of 15 days or such other period specified in the App Listing (Free Trial Period).
Unless cancelled before expiry of the Free Trial Period, your Subscription will automatically convert to a paid Subscription and the applicable Subscription Fees will be charged through Shopify’s billing system.
If you do not continue with a paid Subscription following the expiry of the Free Trial Period, we may suspend or terminate your access to the Solution and delete or anonymise your User Data in accordance with our Privacy Policy and data retention practices.

7.2 SUBSCRIPTION FEES

You must pay subscription fees to us in the amounts specified on the App Listing for your Subscription Tier, or as otherwise agreed in writing (Subscription Fees).
Unless otherwise agreed in writing, Subscription Fees:
1. are billed on a recurring basis through Shopify’s billing system;
2. are payable in advance; and
3. will continue for the duration of your Subscription.
All Subscription Fees are non-refundable except where required by applicable law.
Notwithstanding the above, we may, in our sole discretion, consider refund requests on a case-by-case basis.
The first payment will be charged on commencement of the Subscription Period or immediately following expiry of any applicable Free Trial Period, with ongoing recurring charges applying at the commencement of each subsequent billing cycle.

7.3 AUTOMATIC RECURRING BILLING

Subject to clause 7.4:

Your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with this clause 7.
While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.
By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.

7.4 CHANGES TO SUBSCRIPTION FEES

We may change Subscription Fees from time to time by providing at least 30 days’ prior notice.
If you continue to access or use the Solution after the updated Subscription Fees take effect, you will be taken to have accepted the updated Subscription Fees.
If you do not agree to the updated Subscription Fees, you must cancel your Subscription through Shopify before the updated Subscription Fees take effect.

7.5 LATE PAYMENTS

We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees in accordance with this clause 7.

7.6 GST

Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.

7.7 CARD SURCHARGES

We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

7.8 ONLINE PAYMENT PARTNER

Subscription billing is processed through Shopify’s billing infrastructure and may be subject to Shopify’s terms, billing procedures and platform requirements.
You acknowledge and agree that:
1. billing disputes, payment processing delays and certain refund processes may be managed through Shopify and may be outside our direct control;
2. subscription renewals, upgrades and cancellations may be subject to Shopify’s platform functionality and timing; and
3. we are not liable for errors, outages or interruptions caused by Shopify’s billing systems.

8. INTELLECTUAL PROPERTY AND DATA

8.1 SOFTWARE CONTENT INTELLECTUAL PROPERTY

1. (Our ownership) We retain ownership of all Materials, Software Content and other content made available to you in connection with the Solution, including all text, graphics, logos, designs, icons, images, sound recordings, video recordings, dashboards, analytics interfaces, Documentation, software, app functionality and related materials (Software Content). Except for the limited rights expressly granted under these Terms, all Intellectual Property Rights in the Software Content, the Solution and any related Materials are owned by or licensed to us and are reserved by us.

Nothing in these Terms transfers ownership of any Intellectual Property Rights to you.

2. If you provide suggestions, feedback, enhancement requests, recommendations or ideas relating to the Solution or related services (Feedback), you acknowledge and agree that:

we may use, implement, modify and incorporate the Feedback into the Solution or our business operations without restriction or obligation;
all Intellectual Property Rights in any improvements, modifications, developments or enhancements arising from or relating to Feedback vest in us upon creation; and
you are not entitled to compensation, attribution or ownership rights in relation to any Feedback.

3. (Licence to you) Subject to your compliance with these Terms and payment of applicable Subscription Fees, we grant you a limited, non-exclusive, non-transferable and revocable licence during the Subscription Period to:

access and use the Solution and Software Content; and
permit Users to access and use the Solution,

solely for your internal commercial business purposes and in accordance with your Subscription Tier.

4. You may make temporary electronic copies of Software Content solely as reasonably necessary to access and use the Solution in the ordinary course of business.

5. Except as expressly permitted under these Terms or by applicable law, you must not:

reproduce;
distribute;
publish;
commercialise;
modify;
adapt; or
otherwise exploit any Software Content without our prior written consent.

8.2 CUSTOMER REFERENCES AND MARKETING USE

You acknowledge and agree that we may identify you as a customer of the Solution and may use your business name, trade marks and logo in customer lists, promotional materials, case studies, investor materials, presentations, website content or other marketing materials.

If you do not wish for us to use your business name, logo or trade marks in this manner, you may opt out at any time by providing written notice to us using the contact details specified in these Terms or through the contact details made available within the Solution or on our website.

We will take reasonable steps to cease future use of your business name, logo and trade marks in marketing materials within a reasonable period following receipt of your opt-out request.

8.3 USER DATA

Our Rights and Obligations

You grant us a non-exclusive, royalty-free, worldwide licence to use User Data solely to:
1. provide and maintain the Solution;
2. generate analytics and reporting for your use of the Solution;
3. troubleshoot technical issues;
4. improve the Solution and related services; and
5. generate aggregated and anonymised usage insights for internal product development and performance analysis.
In connection with personal information processed through the Solution:
1. you generally act as the controller, business or entity determining the purposes for which personal information is collected and used; and
2. we generally act as a service provider, processor or technical provider in connection with providing the Solution.
Each party is responsible for complying with its respective obligations under applicable privacy laws.
We will not sell identifiable merchant data to third parties.
We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.

Your Obligations and Grant of Licence to Us

You are responsible for ensuring that:
1. all User Data uploaded, submitted or made available through the Solution complies with applicable laws and these Terms; and
2. you have all rights, consents and permissions necessary to provide the User Data and permit its use in connection with the Solution.
You warrant that you have obtained all rights, notices and consents necessary for:
1. collection of personal information;
2. use of analytics technologies, cookies, pixels and tracking technologies; and
3. disclosure of personal information and User Data to us, in connection with your use of the Solution.
You:
1. warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and
2. indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) arising out of or in connection with:
  1. your User Data;
  2. your breach of this clause; or
  3. any claim that User Data infringes the rights of a third party.
Our collection, handling, storage, disclosure and processing of personal information and User Data is governed by our Privacy Policy, which forms part of these Terms.
By accessing or using the Solution, you acknowledge and agree to the practices described in the Privacy Policy.

9. THIRD PARTY SOFTWARE & TERMS

You acknowledge and agree that the Solution operates within a merchant-controlled Shopify storefront environment and that modifications within your Shopify environment may affect the functionality, operation, display or performance of the Solution.

This includes:

Shopify theme customisations;
custom code or scripts;
CSS modifications;
third party Shopify apps;
speed optimisation tools;
loyalty or rewards programs;
discount or promotion apps;
checkout customisations;
third party integrations; and
other storefront modifications or configurations.

You acknowledge and agree that:

we may engage third party hosting providers, infrastructure providers, analytics providers, cloud service providers and other sub-processors in connection with operation of the Solution;
third party apps or storefront modifications may interfere with how the App blocks, extensions, landing pages, analytics functionality or promotional features render or operate;
third party discount, loyalty or promotion applications may interact with or override discount logic created by the Solution;
we have no visibility over or control of all third party apps, storefront configurations or merchant customisations operating within your Shopify environment; and
changes within your Shopify environment may adversely affect the Solution.
To the maximum extent permitted by law:
1. you are solely responsible for your Shopify storefront environment and any modifications made to it; and
2. we are not liable for any malfunction, interruption, conflict, display issue, analytics issue, discount conflict, data inconsistency, performance issue or loss arising from or relating to:

third party apps;
storefront modifications;
custom code;
CSS changes;
scripts;
theme changes;
optimisation tools; or
other merchant-controlled configurations.

7. We may require you to disable, remove, modify or isolate third party apps, themes, scripts or storefront configurations in order to investigate or resolve issues affecting the Solution.

8. We may suspend or limit functionality of the Solution where we reasonably consider that third party apps, storefront configurations or customisations are interfering with the operation, integrity or security of the Solution.

10. CONFIDENTIALITY

Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.
Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.
The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.

11. PRIVACY

We collect personal information about you in the course of providing you with the Solution, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at [insert URL].
Our Privacy Policy explains:
1. how tracking technologies, cookies and pixels are used in connection with the Solution;
2. how merchant storefront activity data is collected and used;
3. how we handle support ticket information and service communications; and
4. our data retention and deletion practices.
Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.
By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.

12. LIABILITY

12.1 WARRANTIES AND LIMITATIONS

(Warranties) Subject to applicable law, you acknowledge and agree that
1. the Solution is provided on an “as is” and “as available” basis.
2. during the Subscription Period, the Solution will be provided as described to you in, and subject to, these Terms; and
3. to our knowledge, the use of the Software in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.
(Errors) We may, but are not obliged to, investigate and address errors, bugs or defects notified to us , unless the errors, bugs or defects:
1. result from the interaction of the Software with any other solution or computer hardware, software or services not approved in writing by us;
2. result from any misuse of the Software; or
3. result from the use of the Software by you other than in accordance with these Terms or the Documentation.
(Service Limitations) While we aim to maintain the general availability and functionality of the Solution , you acknowledge and agree that from time to time, you may encounter the following issues:
1. the Solution may contain errors, defects, bugs or interruptions ;
2. the Solution may not be accessible at times;
3. analytics, reporting and data generated through the Solution may be delayed, incomplete or inaccurate;;
4. third party platforms, including Shopify and advertising platforms, may affect the operation or functionality of the Solution; and
5. advertising outcomes, conversion rates, return on ad spend (ROAS), revenue performance and ecommerce results depend on numerous factors outside our control.
(Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.
(Consumer law) You acknowledge that the Solution is acquired primarily for business and commercial purposes. Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Where any statutory guarantee or condition is implied into these Terms under the ACL or other applicable law and cannot be excluded, our liability is limited, to the maximum extent permitted by law, to:
1. resupplying the relevant services; or
2. paying the cost of having the relevant services supplied again.

12.2 LIABILITY

To the maximum extent permitted by law, and subject to clause 12.2(b), the total aggregate liability of each party arising out of or in connection with these Terms or the Solution, whether in contract, tort (including negligence), under statute or otherwise, will not exceed the total Fees paid or payable by you to us under these Terms in the 6 months preceding the event giving rise to the relevant liability.
Clause 12.2(a) does not apply to your liability in respect of loss or damage sustained by us arising from your breach of:
1. clause 6 (Your Obligations);
2. clause 8 (Intellectual Property and Data);
3. cause 10 (Confidentiality);
4. clause 7 (Fees and Payment), including any failure to pay Subscription Fees when due; or
5. any unlawful, fraudulent or wilfully misconduct by you, your Personnel or Users.

12.3 CONSEQUENTIAL LOSS

To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with these Terms or any goods or services provided by us, except:

in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

13. UPGRADE AND DOWNGRADES

Subscription upgrades, downgrades, billing adjustments, cancellations and related account changes are managed through Shopify’s billing infrastructure and subscription management systems.

You acknowledge and agree that:
1. subscription plan changes may be subject to Shopify’s billing functionality, timing, policies and technical requirements;
2. Shopify may determine how recurring charges, pro-rata adjustments, credits and billing changes are applied;
3. we do not control Shopify’s billing systems or billing processes; and
4. we are not liable for any billing issue, delay, interruption, error, adjustment or timing issue arising from Shopify’s billing systems or processes.
Changes to your Subscription Tier may result in changes to:
1. available features;
2. usage limits;
3. analytics visibility;
4. functionality;
5. content access; or
6. Solution capacity.
If you downgrade your Subscription Tier, certain features, functionality, content, analytics data or capacity may no longer be available to you.
To the maximum extent permitted by law, we are not liable for any loss of features, functionality, content, analytics visibility, User Data or capacity arising from or relating to a downgrade of your Subscription Tier or changes made through Shopify’s billing system.

14. CANCELLATION

14.1 CANCELLATION BY MERCHANT

You may cancel your Subscription at any time through Shopify’s subscription management functionality.
Following cancellation:
1. your Subscription will remain active until the end of your then-current billing cycle; and
2. your access to the Solution will terminate at the conclusion of that billing cycle unless terminated earlier in accordance with these Terms.
Cancellation, billing adjustments and subscription management are handled through Shopify’s billing systems and may be subject to Shopify’s platform functionality, timing and policies.

14.2 CANCELLATION FOR BREACH

We may refuse, suspend, restrict or terminate access to all or any part of the Solution, your Account or any related services immediately, without notice and without liability to you, where we reasonably consider that:
1. you, your Personnel or any User have committed a Serious Breach of these Terms;
2. your use of the Solution creates legal, regulatory, reputational, security or operational risks;
3. fraudulent, abusive, unlawful or suspicious activity has occurred or may occur;
4. your use of the Solution is outside its intended purpose;
5. Shopify requests, requires or recommends suspension or termination; or
6. suspension or termination is reasonably necessary to protect:
  1. the Solution;
  2. our business;
  3. Shopify;
  4. other merchants; or
  5. third parties.
Either party may terminate these Terms for a Standard Breach if:
1. the non-breaching party provides written notice specifying the breach;
2. the breaching party fails to rectify the breach within 10 Business Days after receiving notice (or such other period agreed in writing); and
3. the breach remains unremedied following expiry of that rectification period.
For the purposes of clause 14.2, a Serious Breach includes any:
1. fraudulent activity;
2. unlawful conduct;
3. wilful misconduct;
4. misuse of the Solution;
5. breach of clause 6 (Your Obligations);
6. breach of clause 8 (Intellectual Property and Data);
7. breach of clause 10 (Confidentiality);
8. activity which damages or may damage the reputation of Trio Commerce, the Solution or Shopify;
9. security breach;
10. unauthorised access attempt; or
11. conduct which creates material legal, operational or reputational risk.

14. 3. EFFECT OF TERMINATION OR UNINSTALLATION

Following termination of these Terms or uninstallation of the App through Shopify:

your access to the Solution will cease;
Shopify will generally remove the App blocks, extensions and related storefront functionality from your Shopify storefront automatically;
User Data will be handled in accordance with:
1. Shopify’s mandatory data deletion requirements and webhook obligations;
2. our Privacy Policy; and
3. applicable law;
where required under Shopify’s platform requirements, User Data will be deleted following uninstall or termination;
we may retain limited information only to the extent reasonably required for:
1. legal compliance;
2. fraud prevention;
3. security purposes; or
4. dispute resolution obligations;
unless required by applicable law, Subscription Fees already paid are non-refundable; and
each party must comply with all obligations that are by their nature intended to survive the end of these Terms.

14.4 SUNSET CLAUSE

We reserve the right to suspend, discontinue, sunset or permanently cease providing the Solution, or any feature or functionality of the Solution, at any time on reasonable notice to you.
To the maximum extent permitted by law, we will not be liable for any loss, damage, cost or expense arising from or in connection with the discontinuation, suspension or sunsetting of the Solution or any part of it.
Where reasonably practicable, we will provide advance notice through the App, the Shopify App Listing, email communication or other reasonable means.

15. DISPUTE RESOLUTION

A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause 15, which is subject to clause 18.1
A party that requires resolution of a dispute which arises under or in connection with these Terms must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, the parties must attempt to resolve the dispute through mediation before commencing court proceedings.
The mediation:
1. must be conducted in New South Wales, Australia;
2. may be conducted virtually;
3. will be administered by a mediator agreed between the parties or, failing agreement within 7 days, appointed by the President of the Law Society of New South Wales or the President’s nominee; and
4. will be conducted confidentially.
If the dispute is not resolved within 30 days after appointment of the mediator (or such other period agreed in writing), either party may commence court proceedings in accordance with clause 18.1.
Nothing in this clause prevents either party from seeking urgent interlocutory, injunctive or equitable relief at any time.

16. FORCE MAJEURE

We will not be liable for any delay or failure to perform its obligations under these Terms if such delay or failure arises out of a Force Majeure Event.
If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:
1. reasonable details of the Force Majeure Event; and
2. so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under these Terms.
Subject to compliance with clause 17(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
For the purposes of these Terms, a ‘Force Majeure Event’ means any:
1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
2. strikes or other industrial action outside of the control of us;
3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic;
4. internet outages, cyber attacks, denial of service attacks, failures of hosting providers, failures of third party platform providers (including Shopify), telecommunications failures and widespread technology infrastructure disruptions or other events beyond our reasonable control.

17. NOTICES

A notice or other communication to a party under these Terms must be:
1. in writing and in English; and
2. delivered via email to the other party, to the email address specified, or if no email address, then the email address most regularly used by the parties to correspond regarding the subject matter of these Terms as at the date of these Terms (Email Address). The parties may update their Email Address by notice to the other party.
Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern these Terms, in which case the notice will be taken to be given on the next occurring Business Day in that state or territory; or
2. when replied to by the other party,

whichever is earlier.

18. GENERAL

18.1 GOVERNING LAW AND JURISDICTION

These TermsareNew South Wales, AustraliaNew South Walesthese Terms

18.2 WAIVER

No party to these Terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

18.3 SEVERANCE

Any term of these Terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these Terms is not limited or otherwise affected.

18.4 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

18.5 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the other party.

18.6 ENTIRE AGREEMENT

These Terms embody the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these Terms.

18.7 INTERPRETATION

(singular and plural) words in the singular includes the plural (and vice versa);
(currency) a reference to $; or “dollar” is to United States of America currency (USD);
(gender) words indicating a gender includes the corresponding words of any other gender;
(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(these Terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these Terms, and a reference to these Terms includes all schedules, exhibits, attachments and annexures to it;
(document) a reference to a document (including these Terms) is to that document as varied, novated, ratified or replaced from time to time;
(headings) headings and words in bold type are for convenience only and do not affect interpretation;
(includes) the word “includes” and similar words in any form is not a word of limitation; and
(adverse interpretation) no provision of these Terms will be interpreted adversely to a party because that party was responsible for the preparation of these Terms or that provision.

Key Terms & Interpretation

App Listing

Means the Shopify App Store listing for the Solution, together with any related webpage, pricing page or online materials made available by us in connection with the Solution or the Services or any other website, portal, landing page or online platform operated by us in connection with the Solution or the provision of the Services.

Business Day

Means a day that is not a Saturday, Sunday or public holiday in New South Wales, Australia.

Confidential Information

Means information of or provided by a party that is by its nature confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge.

Documentation

Means all manuals, help files and other documents supplied by us to you relating to the Software, whether in electronic or hardcopy form.

EULA

Means the End User Licence Agreement in Schedule 1.

Intellectual Property Rights

Means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.

Material

Means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.

Personnel

Means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.

Software

Means the AdRelate Shopify application, including its underlying software, code, interfaces, functionality, app blocks, scripts, analytics systems, dashboards and related technology made available by the Provider.

Software Content

Has the meaning set out in clause 8.1(a).

Solution

Means the Software together with any related services, support, onboarding assistance, analytics functionality, documentation, integrations, app features and other functionality made available by the Provider under these Terms.

Subscription

Has meaning given in the first paragraph of these Terms.

Subscription Fees

Has the meaning set out in clause 7 of these Terms.

Subscription Period

Means the period of your Subscription to the Solution as agreed on the App Listing.

Subscription Tier

Has the meaning given in the first paragraph of these Terms.

Support Services

Has the meaning given in clause 4.7.

User

Means you and any third party end user of the Software who you make the Software available to.

User Data

Means any files, data, document, information or any other Materials, which is uploaded to the Software by you or any other User or which you, your Personnel or Users otherwise provide to us under or in connection with these Terms, including any Intellectual Property Rights attaching to those materials.

Schedule 1 END USER LICENCE AGREEMENT

KEY TERMS & INTERPRETATION

End User

Means any individual authorised by the Merchant to access or use the Solution on the Merchant’s behalf, including the Merchant’s employees, contractors, agents and personnel.

Head Agreement

Means the Terms and Conditions between the Provider and the Merchant in relation to the Solution.

Merchant

Means the Shopify merchant entity which has subscribed to the Solution under the Head Agreement.

Purpose

Means the Merchant’s internal commercial ecommerce purposes in connection with improving landing page experiences, conversion infrastructure and related storefront functionality.

Provider

Means Trio Commerce Pty Ltd ABN 36 671 764 113.

Solution

Means the AdRelate Shopify SaaS platform, including all related software, app functionality, dashboards, analytics functionality, landing pages, documentation, app blocks, extensions and related services made available by the Provider. It means the platform which assists merchants to improve advertising performance and return on ad spend by generating tailored landing pages that direct customers from online advertisements to the most relevant products.

Subscription Period

Means the period during which the Merchant is authorised to access and use the Solution under the Head Agreement.

User Data

Means any data, information, content or materials uploaded, submitted, transmitted, generated or otherwise made available through the Solution by the Merchant or any End User.

1. APPLICABILITY AND DEEMED ACCEPTANCE

This EULA applies to the Merchant and all End Users of the Solution. You agree to, and will be deemed to have accepted, this EULA when you access the Solution.
By accessing the Solution, you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this EULA to the Solution provided under this EULA. If you do not accept this EULA, you must not access, use or otherwise view the Solution.
This EULA commences on the date the Solution is provided to you and continues until terminated in accordance with this EULA or the Head Agreement.

2. USE OF THE SOLUTION

2.1 GRANT OF LICENCE

Subject to compliance with this EULA and the Head Agreement, the Provider grants the Merchant a limited, non-exclusive, non-transferable and revocable licence during the Subscription Period to:
1. access and use the Solution; and
2. permit End Users to access and use the Solution on the Merchant’s behalf,

solely for the Purpose.

The Solution may only be used:
1. in accordance with this EULA;
2. in accordance with the Head Agreement; and
3. for lawful commercial business purposes.

2.2 RESTRICTIONS ON USE

Except as expressly permitted under this EULA or applicable law, you must not:

upload unlawful, infringing, offensive, malicious or inappropriate material to the Solution;
use the Solution in a manner that:
1. is unlawful;
2. fraudulent;
3. misleading;
4. abusive; or
5. outside its intended purpose;
reproduce, distribute, commercialise, resell or sublicence the Solution;
modify, interfere with, disrupt or tamper with the underlying Solution, software, infrastructure, security features or operational integrity of the Solution;
attempt to reverse engineer, decompile or derive source code from the Solution;
attempt to circumvent security protections or technological protection measures relating to the Solution;
use automated means, bots, scripts, scrapers or processes to:
1. circumvent usage limitations;
2. overload the Solution; or
3. extract data without authorisation;
use the Solution in a way that may damage:
1. the Provider’s reputation;
2. the Solution;
3. Shopify; or
4. third party systems or infrastructure; or
permit any person other than an authorised End User to access or use the Solution.

You acknowledge that:

the Solution operates within a Shopify storefront environment controlled by the Merchant; and
third party themes, apps, scripts, storefront modifications and integrations may affect the functionality or operation of the Solution.

2.3 LIMITATIONS OF SOLUTION

The Provider does not guarantee, and make no warranties, to the extent permitted by law, that:
1. the Solution will be free from errors or defects;
2. the Solution will be accessible or available at all times; or
3. analytics or reporting generated through the Solution is accurate or true or
4. the Solution will be compatible with all third party themes, apps, scripts, storefront configurations or integrations.
The operation and availability of the Solution may depend on Shopify and other third party infrastructure outside the Provider’s control.

3. DISCLAIMERS

The Provider does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Solution.
You must take your own precautions to ensure that the process which you employ for accessing the Solution does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
To the maximum extent permitted by applicable law, we limit all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Solution to the total Subscription Fees paid by the Merchant to the Provider in the 6 months preceding the event giving rise to the relevant liability. This includes the transmission of any computer virus.
You indemnify the Provider and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of the Solution or breach of this EULA (or both, as the case may be).
You acknowledge and agree that the Provider will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of the Solution and indemnify the Provider for any such damage, loss or expense.
All express or implied representations and warranties given by the Provider or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
1. in the case of goods, their replacement or the supply of equivalent goods or their repair; and
2. in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
To the maximum extent permitted under applicable law, including the Competition and Consumer Act 2010 (Cth), under no circumstances will the Provider or its Personnel be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Solution, this EULA or their subject matter.

4. TERMINATION

4.1 AUTOMATIC TERMINATION

This EULA will be automatically terminated, and your licence to the Solution will be immediately revoked, if the Head Agreement expires or is terminated.

4.2 TERMINATION

The Provider may suspend or terminate access to the Solution immediately where:
1. the Merchant or any End User breaches this EULA or the Head Agreement;
2. misuse, unlawful conduct or security risks arise;
3. Shopify requires suspension or termination; or
4. suspension or termination is reasonably necessary to protect the Solution, the Provider, Shopify or third parties.
Upon termination or uninstall of the Solution through Shopify:
1. access to the Solution will cease;
2. Shopify will generally remove AdRelate app blocks and extensions automatically; and
3. User Data will be handled in accordance with the Head Agreement, Privacy Policy and Shopify platform requirements.

4.3 EFFECT OF EXPIRY OR TERMINATION

In the event of expiry or termination of this EULA, you must:
1. immediately cease using the Solution; and
2. remove the Solution from all materials in your care, custody or control that feature the Solution, and, if the Solution cannot be removed, then at the Provider’s option, return or destroy all such material.
Termination of these Terms will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of these Terms.

4.4 YOUR DATA ON TERMINATION

User Data will be handled in accordance with:
1. the Head Agreement;
2. the Privacy Policy; and
3. Shopify’s platform requirements, including applicable data deletion obligations.
The Provider is not responsible for retaining User Data indefinitely following termination or uninstall of the Solution.

5. GENERAL

5.1 GOVERNING LAW AND JURISDICTION

These Terms are governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

5.2 WAIVER

No party to these Terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

5.3 FURTHER ACTS AND DOCUMENTS

Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to these Terms.

5.4 ASSIGNMENT

You can’t assign, novate or otherwise transfer your rights or obligations under these Terms without the Provider’s prior consent.

5.5 ENTIRE AGREEMENT

This EULA embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these Terms.