Terms of use
Draft — needs legal review before launch
This is a working draft written against how Cadora actually behaves. It is not legal advice. Have counsel review it, and replace every [bracketed] item with your real entity details and governing law.
1. This agreement
These terms are an agreement between Cadora Inc., a corporation incorporated federally under the Canada Business Corporations Act ("Cadora", "we", "us") and the business that installs or uses the Cadora application ("you", "the Merchant"). By installing Cadora on a Shopify store, or by using it, you agree to these terms.
If you are agreeing on behalf of a company, you confirm you have authority to bind it. If you do not agree, do not install or use Cadora.
Your use of Shopify itself is governed by your agreement with Shopify, not by us. Nothing here changes that relationship.
2. What Cadora provides
Cadora is a gifting application for Shopify stores. It provides a multi-recipient gifting flow on your storefront, a merchant admin embedded in Shopify, transactional email templates, order and recipient data management, and export tooling.
Two boundaries matter, and we state them plainly:
- Shopify remains the system of record. Orders, payment processing, inventory, fulfilment, and refunds live in Shopify. Cadora structures and records gifting data and instructs Shopify accordingly.
- Cadora does not process card payments. Shoppers pay through your Shopify checkout. We never receive, store, or transmit cardholder data.
We may add, change, or remove features. If we make a change that materially reduces core functionality you rely on, we will give you reasonable advance notice.
3. Your account & store
You are responsible for your Shopify account, your staff's access to it, the accuracy of your store configuration, and the settings you choose in Cadora — including order structure, shipping rules, tax configuration, email content, and export field mapping.
Cadora acts on the configuration you set. You are responsible for reviewing that configuration before you go live, and for testing it against your own catalogue.
4. Plans, fees & billing
Cadora is offered on the plans described on our pricing page, which forms part of these terms.
| Plan | Fees |
|---|---|
| Free | No subscription fee. A usage fee of 0.5% of the value of gift orders processed through Cadora, subject to a monthly maximum. The fee does not apply to orders Cadora does not process. |
| Enterprise | An annual subscription starting at [US$15,000] per year, as set out in your order form, with no per-order usage fee. Billed annually in advance unless your order form says otherwise. |
Billing runs through Shopify. Subscription and usage charges are assessed through the Shopify Billing API and appear on your Shopify invoice, subject to Shopify's billing terms. We do not collect your payment details directly.
Fees are exclusive of taxes, which are your responsibility unless we are required to collect them. Except where required by law or expressly stated, fees are non-refundable. We may change pricing on [30] days' notice, effective at your next billing period; Enterprise pricing is fixed for the term of your order form.
5. Install & branding services
We offer optional professional services: a one-time done-for-you install, and custom-branded design files. These are quoted separately, are one-time fees, and are non-refundable once the work has been delivered.
Where we produce branded design files for you, you own the final delivered files for use in connection with your store. We retain ownership of the underlying Cadora templates, components, and tooling used to produce them.
Delivery timelines are estimates and depend on your timely provision of brand assets, access, and feedback.
6. Your data & your customers
You retain all rights in your store data, your customer data, and the recipient data entered through the gifting flow ("Merchant Data"). You grant us a limited licence to host, process, and transmit Merchant Data solely to provide and support Cadora.
For personal data of your customers and their gift recipients, you are the controller and we act as your processor. Our handling of that data — including subprocessors, retention, security, and international transfer — is described in our privacy policy and, where applicable, a data processing addendum.
You are responsible for having a lawful basis to collect and share recipient information with us, and for giving the notices your own privacy law requires. Gifting is unusual in that your customer supplies personal data about third parties; please make sure your own privacy notice reflects that.
We may use aggregated, de-identified data that does not identify you or any individual to operate, secure, and improve the service.
7. Acceptable use
You will not, and will not permit anyone to:
- Use Cadora to send unsolicited bulk messages, or to send gifts or messages that are unlawful, harassing, hateful, deceptive, or infringing.
- Upload recipient data you have no lawful basis to hold or share with us.
- Use Cadora for goods or services prohibited by Shopify or by applicable law.
- Reverse engineer, decompile, or attempt to derive the source code of Cadora, except to the extent that restriction is unenforceable by law.
- Resell, sublicense, or provide Cadora to third parties as a service, other than operating your own store, without our written agreement.
- Probe, scan, overload, or interfere with the service or its infrastructure, or circumvent usage limits, authentication, or billing.
We may suspend access without notice where we reasonably believe there is a security risk, unlawful use, or a threat to the service or other merchants.
8. Intellectual property
Cadora, including the application, its interfaces, templates, documentation, and the Cadora name and marks, is owned by us and protected by intellectual property law. Subject to these terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable right to use Cadora on your Shopify store during the term.
We may reference that you are a customer, and use your name and logo, only with your prior written consent.
If you send us feedback or suggestions, we may use them without restriction or obligation to you.
9. Availability & support
We aim to keep Cadora available and to respond to support requests promptly. Standard support is by email during our published hours. Enterprise plans receive the response commitments set out in the applicable order form or service level agreement.
We may perform maintenance that briefly interrupts the service, and will try to schedule significant maintenance outside peak gifting periods. Unless your order form includes a service level agreement, Cadora is provided without an uptime commitment.
10. Disclaimers
Cadora is provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
We do not warrant that the service will be uninterrupted or error-free, that it will meet your requirements, or that it will produce any particular commercial result. We are not responsible for Shopify, payment providers, carriers, ERP or OMS systems, or other third-party services, or for outcomes caused by configuration you chose or data you supplied.
Some jurisdictions do not allow certain disclaimers, so parts of this section may not apply to you.
11. Limitation of liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost goodwill, or lost or corrupted data, even if advised of the possibility.
Our total aggregate liability arising out of or relating to these terms will not exceed the greater of [the fees you paid us in the twelve months before the event giving rise to the claim] and [US$100].
These limits do not apply to liability that cannot be limited by law, and do not limit your obligation to pay fees due.
12. Term & termination
These terms begin when you install Cadora and continue until terminated.
- You may cancel at any time by uninstalling Cadora or using the in-app cancellation flow. On the Free plan, usage fees already accrued remain payable.
- Enterprise terms run for the period in your order form and renew as stated there.
- We may terminate for material breach that is not cured within [15] days of notice, or immediately for unlawful use or non-payment.
On termination your licence ends and the gifting flow stops operating on your store. Orders already created remain in Shopify. We will retain or delete Merchant Data as described in our privacy policy; you are responsible for exporting anything you need before you uninstall. Sections that by their nature should survive — fees accrued, intellectual property, disclaimers, liability, and general terms — survive termination.
13. Changes to these terms
We may update these terms. If a change is material we will give reasonable notice, by email or in-app, before it takes effect. Continuing to use Cadora after a change takes effect means you accept the updated terms. The "last updated" date at the top of this page always reflects the current version.
14. General
These terms, together with our privacy policy and any order form, are the entire agreement between us on this subject. If any provision is unenforceable, the rest remains in force. Neither party may assign this agreement without the other's consent, except in connection with a merger or sale of substantially all assets. A failure to enforce a provision is not a waiver of it. Neither party is liable for delays caused by events beyond its reasonable control.
These terms are governed by the laws of [the Province of Ontario and the federal laws of Canada applicable therein], and the parties submit to the exclusive jurisdiction of the courts located in [Toronto, Ontario].
We are independent contractors; nothing here creates a partnership, agency, or employment relationship.
15. Contact
Questions about these terms: legal@cadora.app, or write to Cadora Inc., 202-2149 Yonge St, Suite 1006, Toronto, ON M4S 0C5, Canada. For anything else, use our contact page.