Tierlane

Tierlane Terms of Service

Effective Date: 2026-06-01 Last Updated: 2026-06-01 Version: 1.0

1. Introduction and Acceptance

These Terms of Service (these "Terms") form a binding agreement between you and Tierlane. "Tierlane", "we", "us", and "our" refer to Tierlane, a business based in Toronto, Ontario, Canada. "You", "your", and "Merchant" refer to the Shopify merchant that installs or uses the Service. If you are accepting these Terms on behalf of a company or other entity, you represent that you are authorised to bind that entity, and references to "you" mean that entity.

You accept these Terms by (a) clicking through them at install, (b) installing or continuing to use the Service, or (c) paying any fees for the Service. If you do not accept these Terms, do not install or use the Service.

These Terms incorporate by reference the following documents, each of which forms part of this agreement:

  • The Privacy Policy at tierlane.app/legal/privacy.
  • The Cookie Policy at tierlane.app/legal/cookies.
  • The Acceptable Use Policy ("AUP") at tierlane.app/legal/aup.
  • The Data Processing Agreement ("DPA") at tierlane.app/legal/dpa.
  • The Sub-processor List at tierlane.app/subprocessors.

In the event of conflict between these Terms and any of the above, these Terms prevail except (i) the DPA prevails over these Terms with respect to the processing of personal data, and (ii) the Acceptable Use Policy prevails over these Terms with respect to permitted use.

2. Definitions

  • "Account" means the merchant account created when you install Tierlane on your Shopify store.
  • "Buyer" means a wholesale customer of the Merchant whose communications (email, PDF, spreadsheet) the Service processes on behalf of the Merchant.
  • "Buyer PII" means personal information about a Buyer that the Service processes, including name, business email address, phone number, billing or shipping address, and order content.
  • "Customer Data" means all data, content, and information (including Buyer PII) that you submit to, or that the Service processes on your behalf, in the operation of the Service for you.
  • "Documentation" means the user-facing help materials Tierlane publishes about the Service, including in-app help and developer docs.
  • "Fees" means the subscription fees and optional usage top-up fees payable under Section 5.
  • "Merchant" means the Shopify merchant that has installed Tierlane on its Shopify store.
  • "Parsed Content" means the structured output produced by the Service (such as a Shopify draft order) from a Buyer's inbound communication.
  • "Service" means the Tierlane software-as-a-service product, including the marketing website at tierlane.app, the embedded admin application at app.tierlane.app, and the application programming interfaces and worker functions used to deliver it.
  • "Shopify" means Shopify Inc., the operator of the Shopify platform on which the Service runs.
  • "Sub-processor" means a third party engaged by Tierlane to provide infrastructure or services that involve the processing of Customer Data. The current list of Sub-processors is published at tierlane.app/subprocessors.
  • "Term" means the period during which your subscription to the Service is active.

3. The Service

Tierlane is a Shopify B2B application that reads inbound wholesale order requests sent to the Merchant by email, PDF, or spreadsheet attachment, parses those requests using automated systems (including third-party large language models), and produces draft orders in the Merchant's Shopify store for the Merchant to review and approve.

The Service includes:

  • The embedded admin application inside the Shopify Admin.
  • Inbox integrations for Gmail, Microsoft Outlook / Microsoft 365.
  • Optional accounting integrations with Intuit QuickBooks and Xero.
  • An automated parsing pipeline that uses third-party AI.
  • Catalog matching and a cross-merchant pseudonymised SKU matching corpus (configurable per-Merchant).
  • Notifications, audit logs, and analytics, all available via the embedded admin app.

The Service does not:

  • Send email on the Merchant's behalf (read-only inbox access).
  • Finalise orders, charge Buyers, or ship goods. Every draft order requires Merchant review and approval.
  • Provide tax, legal, accounting, or any other professional advice. See Section 11.

We may modify, update, or enhance the Service from time to time. We will not materially reduce the functionality of a paid plan during the Term without providing at least 30 days' notice and, where the reduction is material to your use, a pro-rated refund or credit on request.

4. Eligibility and Account

To use the Service you must be:

  • At least 18 years old (or the age of majority in your jurisdiction, if higher).
  • The authorised representative of a business that operates a Shopify store.
  • Not located in, ordinarily resident in, or organised under the laws of any jurisdiction subject to comprehensive sanctions administered by Canada, the United States, the United Kingdom, the European Union, or the United Nations Security Council (currently including Cuba, Iran, North Korea, Syria, Crimea and the so-called Donetsk and Luhansk People's Republics, and, as updated from time to time, parts of Russia and Belarus).
  • Not a person, or owned 50% or more by a person, on a Canadian, US (OFAC), UK, or EU sanctions list.

You are responsible for keeping your account credentials secure, for all activity in your Account, and for the acts and omissions of every person you authorise to use the Service. Notify us at security@tierlane.app immediately if you believe your Account has been compromised.

One Account per Shopify shop. Multiple Shopify shops belonging to the same Merchant each require their own Account and subscription, unless we agree otherwise in writing.

5. Subscription, Fees, and Billing

5.1 Plans

Tierlane is sold on monthly subscription plans, currently:

| Plan | Monthly fee (USD) | Included parsing volume | |---|---|---| | Starter | $149 | Per plan documentation | | Growth | $349 | Per plan documentation | | Pro | $799 | Per plan documentation |

Current plan details and any per-Merchant included volumes are described in the in-app billing screen and at tierlane.app/pricing. We may update plans and pricing from time to time; existing subscribers are grandfathered for at least 90 days after a price change to existing paid plans takes effect, subject to Section 14.

5.2 Billing through Shopify

All fees are billed and collected by Shopify on our behalf through the Shopify Billing API. Your payment method, billing address, and tax handling are managed by Shopify and are governed by Shopify's terms.

Your subscription begins on the date the trial ends (or the date of installation if no trial applies) and renews automatically on the same day each month until cancelled.

5.3 Free trial

A 14-day free trial is available to new Merchants. You will not be charged the subscription fee during the trial. If you do not cancel before the trial ends, your subscription begins and the then-applicable monthly fee is charged through Shopify.

5.4 Usage top-ups

If your usage exceeds the volume included with your plan, you may purchase additional usage as a one-time top-up through Shopify. Top-ups are consumable, non-transferable between accounts, and non-refundable once purchased, except where required by applicable law.

5.5 Plan changes

  • Upgrades take effect immediately. Shopify pro-rates the difference for the remainder of the current billing cycle.
  • Downgrades take effect at the start of the next billing cycle.

5.6 Refund Policy

No refunds for partial months. Cancellation takes effect at the end of the current billing period; you retain access to the Service through that period. We do not pro-rate refunds for unused days within a paid period. Top-ups are non-refundable. The 14-day free trial is provided so that you can evaluate the Service before being charged; we believe this is sufficient buyer's-remorse protection and do not offer cash refunds on monthly fees that have already been charged.

Notwithstanding the above, if you are entitled to a refund or chargeback under mandatory consumer protection law in your jurisdiction (for example, the EU Consumer Rights Directive distance selling rules where applicable, or Ontario's Consumer Protection Act, 2002), nothing in these Terms limits that right.

5.7 Taxes

Fees are stated exclusive of taxes. You are responsible for all sales, use, value-added, goods-and-services, harmonised, withholding, and similar taxes assessed in connection with your subscription, except for taxes on our net income. Shopify collects applicable taxes through the Billing API where required.

5.8 Late payment and suspension

If a payment fails and is not cured within 15 days of the failure notice from Shopify, we may suspend the Service. We may terminate the Account if the failure is not cured within an additional 30 days. Suspension or termination for non-payment does not relieve you of the obligation to pay fees accrued before the date of suspension or termination.

6. Acceptable Use

You agree to comply with the Acceptable Use Policy at tierlane.app/legal/aup. Without limiting the AUP, you must not:

  • Use the Service for any purpose prohibited by Shopify's Acceptable Use Policy.
  • Submit Customer Data that you are not authorised to process.
  • Use the Service to process inboxes you do not own or are not authorised to access.
  • Reverse engineer, decompile, or attempt to extract the model weights or training data of any AI system underlying the Service, except to the extent that this restriction is prohibited by applicable law (for example, interoperability rights under EU Directive 2009/24/EC).
  • Use the Service to develop a competing product.
  • Circumvent usage volumes, rate limits, or billing by creating multiple Accounts to split a single business's traffic.
  • Submit content designed to deliberately manipulate or "poison" the AI parser.
  • Scrape, harvest, or use automated means to extract data from the Service beyond ordinary, documented use.
  • Use the Service in any way that violates applicable law.

Breach of the AUP is a material breach of these Terms.

7. Intellectual Property

7.1 Tierlane's IP

Tierlane and its licensors own all right, title, and interest in and to the Service, including all software, code, designs, trademarks, logos, brand elements, models (including model adaptations and prompt designs), the cross-Merchant pseudonymised SKU matching corpus, and Documentation. Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during the Term solely for your internal business operations.

You may not (a) sell, sublicense, resell, or distribute the Service; (b) modify or create derivative works of the Service; (c) remove or alter any proprietary notices; or (d) use the Service to provide services to third parties on a service-bureau basis.

7.2 Customer Data and Merchant IP

You retain all right, title, and interest in and to Customer Data and your own products, brand, and content. You grant Tierlane a non-exclusive, worldwide, royalty-free licence to process Customer Data solely as necessary to provide the Service to you and to comply with our legal obligations. This licence terminates when the relevant Customer Data is deleted in accordance with the Privacy Policy (see Section 7 of the Privacy Policy).

7.3 Aggregated / de-identified data

We may collect aggregated and de-identified statistics about use of the Service (for example, count of orders parsed across all Merchants, average parsing latency) and use them to operate, improve, and market the Service. Aggregated data does not identify you, your Buyers, or your Customer Data.

7.4 Feedback

If you give us feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback without restriction. You are not required to give feedback.

7.5 Trademarks

"Tierlane" and the Tierlane logo are trademarks of Tierlane. You may not use them except as expressly permitted in writing or as part of the Service.

8. AI Parsing Disclaimer

The Service uses automated systems, including third-party large language models provided by Anthropic, PBC, to parse Buyer communications into draft orders. AI parsing is probabilistic and may produce errors, including misidentified products, miscounted quantities, incorrect prices, omitted line items, and misattributed Buyer details.

Every draft order must be reviewed by you, the Merchant, before approval or fulfilment. Tierlane is a tool to assist with order processing; it is not a substitute for human review, professional advice, or your own judgement. You are solely responsible for any decision you make or any action you take based on a draft order produced by the Service, including communications with Buyers, fulfilment, pricing, taxes, refunds, and compliance with Buyer-protection laws.

To the maximum extent permitted by applicable law, Tierlane disclaims all liability for the accuracy of Parsed Content and for any loss or damage arising from your reliance on a draft order without human review.

This disclaimer is in addition to, and does not limit, the warranty disclaimers in Section 11 and the limitation of liability in Section 12.

9. "Tool, Not Advice"

The Service does not provide tax, legal, accounting, immigration, regulatory, or any other professional advice. Information presented in the Service, in Documentation, or in support communications is for informational purposes only and is not a substitute for advice from a qualified professional. You are responsible for obtaining professional advice as appropriate for your business.

10. Data Protection

The DPA at tierlane.app/legal/dpa is incorporated into these Terms by reference and forms part of this agreement. It addresses:

  • Tierlane's role as processor of Buyer PII on the Merchant's behalf, and as controller of Merchant data.
  • The subject matter, duration, nature, and purpose of processing.
  • The types of personal data and categories of data subjects.
  • Sub-processors and Sub-processor change notification (with a notification period of at least 15 days and a Merchant right to object).
  • International data transfer mechanisms (EU SCCs, UK IDTA / Addendum, Brazilian SCCs, etc.).
  • Security measures.
  • Data subject rights assistance and breach notification.
  • Audit and information rights, reasonably exercised.

By accepting these Terms, you accept the DPA. To execute a signed copy of the DPA for procurement or compliance purposes, email legal@tierlane.app.

The Privacy Policy at tierlane.app/legal/privacy describes how Tierlane processes personal information generally.

11. Warranties and Disclaimers

11.1 Mutual warranties

Each party warrants to the other that it has the legal authority to enter into these Terms.

11.2 Tierlane's limited warranty

We warrant that we will provide the Service with reasonable skill and care and substantially in accordance with the Documentation. If we materially fail to do so and you notify us in writing within 30 days of the failure, our sole obligation, and your sole remedy, is for us to use commercially reasonable efforts to correct the failure or, if we cannot, to refund the pro-rated fees for the affected portion of the Service.

11.3 Disclaimers

EXCEPT AS EXPRESSLY STATED IN SECTION 11.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TIERLANE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE DO NOT WARRANT THE ACCURACY OF AI-GENERATED PARSED CONTENT (SEE SECTION 8).

Some jurisdictions do not allow the disclaimer of implied warranties, so some of the above may not apply to you. Where Australian Consumer Law, New Zealand Consumer Guarantees Act 1993, or similar non-excludable consumer guarantees apply, your statutory rights are not affected.

12. Limitation of Liability

12.1 Exclusion of indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on aggregate liability

EXCEPT FOR THE CARVE-OUTS IN SECTION 12.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY YOU TO TIERLANE IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

12.3 Carve-outs from the cap

The cap in Section 12.2 and the exclusion in Section 12.1 do not apply to:

(a) either party's indemnification obligations under Section 13; (b) either party's breach of its confidentiality obligations under Section 14; (c) Tierlane's breach of its data protection obligations under the DPA, except to the extent capped by mandatory law; (d) the Merchant's obligation to pay Fees that have accrued; (e) gross negligence, willful misconduct, or fraud by either party; (f) any liability that cannot be limited or excluded under applicable law, including death or personal injury caused by negligence in jurisdictions that prohibit limiting such liability; (g) infringement by either party of the other party's intellectual property rights.

12.4 Allocation of risk

The pricing of the Service reflects the allocation of risk set out in this Section 12. The limitations apply regardless of whether a remedy fails of its essential purpose.

13. Indemnification

13.1 By Tierlane (limited)

Subject to Section 13.3, Tierlane will defend you against any third-party claim that the Service, when used by you in accordance with these Terms, infringes that third party's intellectual property rights, and pay any damages or settlement amounts finally awarded against you in that claim. If such a claim is made or reasonably anticipated, Tierlane may (a) procure the right for you to continue using the Service, (b) modify the Service to be non-infringing, or (c) terminate the Service and refund pro-rated fees for the unused portion. This is your sole and exclusive remedy for IP infringement claims by Tierlane.

Tierlane has no obligation under this Section 13.1 for claims arising from (i) Customer Data; (ii) your use of the Service in violation of these Terms or the AUP; (iii) modifications to the Service made by anyone other than Tierlane; or (iv) combinations of the Service with materials not provided by Tierlane.

13.2 By Merchant

You will defend, indemnify, and hold harmless Tierlane against any third-party claim, and pay any damages or settlement amounts, arising from or relating to (a) your Customer Data, including the legality of processing Buyer PII through the Service; (b) your violation of these Terms or the AUP; (c) your violation of applicable law; (d) your use of the Service to communicate with or about Buyers; or (e) any dispute between you and a Buyer.

13.3 Indemnification procedure

The indemnified party must (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defence and settlement (provided that no settlement may impose obligations on the indemnified party without its written consent, which must not be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense.

14. Confidentiality

Each party may receive non-public information from the other ("Confidential Information"). The receiving party will (a) use Confidential Information only for purposes of these Terms; (b) protect it with at least the same care it uses for its own confidential information (and not less than reasonable care); and (c) not disclose it except to its personnel, advisors, and Sub-processors who need to know and are bound by comparable obligations. These obligations continue for 3 years after the Term ends, except for trade secrets, which are protected for as long as they remain trade secrets under applicable law.

Customer Data is treated as the Merchant's Confidential Information. Source code, model adaptations, and pricing terms for non-public plans are treated as Tierlane's Confidential Information.

15. Termination

15.1 Term

These Terms apply from the date you first install the Service and continue until terminated.

15.2 Termination for convenience

You may cancel your subscription at any time through the Shopify Admin or the in-app billing settings. Cancellation takes effect at the end of the current billing period. See Section 5.6 (no refunds for partial months).

Tierlane may terminate these Terms for convenience on at least 60 days' written notice. If we do so, we will refund any pre-paid Fees covering the period after termination.

15.3 Termination for cause

Either party may terminate these Terms immediately on written notice if the other party materially breaches these Terms and fails to cure within 30 days of written notice of the breach (or, if the breach is incapable of cure, immediately). Tierlane may suspend or terminate immediately without a cure period for violations of the AUP, non-payment beyond the cure period in Section 5.8, security risks, or required compliance with law.

15.4 Effect of termination

On termination:

  • Your right to access the Service ends.
  • You remain liable for Fees accrued through the termination date.
  • For 30 days after termination, you may request export of your Customer Data. After 30 days, we will delete Customer Data in accordance with the Privacy Policy and the DPA (subject to retained backups, billing records, and legal holds).
  • Provisions that by their nature should survive (including Sections 2, 5.7, 7.1, 7.3, 8, 9, 10 with respect to retained data, 11.3, 12, 13, 14, 15.4, 16, 17, 18, 19, and 20) survive termination.

16. Changes to These Terms

We may change these Terms from time to time. We will:

  • For material changes (changes affecting fees, your data, your rights, dispute resolution, or limitation of liability), notify you by email and in-app at least 30 days before the change takes effect.
  • For non-material changes (clarifications, formatting, contact-detail updates, additions of new optional features), the updated Terms take effect when posted.

If you do not agree to a material change, you may terminate your subscription before the effective date. For the 90 days following a material change, you may continue on the previous version of the Terms by emailing legal@tierlane.app to opt out, after which time the new Terms apply (or, if you object, your subscription will be terminated at the end of the 90 days with no further fees).

Your continued use of the Service after a change takes effect (and after any applicable 90-day grandfathering) constitutes acceptance of the updated Terms.

17. Governing Law and Dispute Resolution

17.1 Governing law

These Terms are governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Courts

Subject to Section 17.3, the parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada for any dispute arising out of or relating to these Terms, except that each party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

17.3 Informal resolution first

Before initiating any formal proceeding, the parties will make a good-faith attempt to resolve the dispute by direct discussion (in person, by phone, or by video conference) within 30 days of one party giving written notice of the dispute. This Section 17.3 does not delay urgent injunctive relief.

17.4 No class actions

To the maximum extent permitted by applicable law, you waive any right to participate in a class action, collective action, or representative action against Tierlane. Disputes must be brought on an individual basis.

17.5 Time limit

Any claim arising out of or relating to these Terms must be commenced within one (1) year after the cause of action arose, except for claims that, by mandatory law, cannot be subject to such a contractual limitation.

18. Force Majeure

Neither party is liable for any failure or delay in performance (other than the obligation to pay Fees that have accrued) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, epidemic, government action, labour disputes, fire, flood, earthquake, internet or telecommunications failures, cyberattacks (including denial-of-service attacks), and the failure of any third-party service Tierlane depends on (including Shopify, Anthropic, Vercel, Supabase, Cloudflare, or others listed in the Sub-processor List). The affected party will notify the other within 5 business days, use reasonable efforts to mitigate the impact, and resume performance as soon as practicable. If a force majeure event continues for more than 30 consecutive days, either party may terminate these Terms on written notice without penalty.

19. Sanctions, Export, and Anti-Corruption

You represent and warrant that you will comply with all applicable trade, sanctions, export-control, and anti-corruption laws, including those of Canada (SEMA, Justice for Victims of Corrupt Foreign Officials Act, Corruption of Foreign Public Officials Act), the United States (OFAC sanctions, the Export Administration Regulations, the Foreign Corrupt Practices Act), the United Kingdom (UK sanctions regulations, Bribery Act 2010), the European Union, and the United Nations. You will not access or use the Service if doing so would violate any such law.

20. Miscellaneous

20.1 Entire agreement

These Terms (together with the Privacy Policy, Cookie Policy, AUP, DPA, and Sub-processor List incorporated by reference) constitute the entire agreement between you and Tierlane regarding the Service and supersede all prior or contemporaneous agreements on the subject. No other terms apply, including any pre-printed terms in your purchase order or similar document, unless expressly accepted in writing by Tierlane.

20.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in full effect, and the invalid provision will be modified to the minimum extent necessary to be valid and enforceable while preserving the parties' intent.

20.3 Waiver

A failure or delay by either party in exercising any right is not a waiver of that right. Any waiver must be in writing and signed by the waiving party.

20.4 Assignment

You may not assign these Terms or any rights under them, by operation of law or otherwise, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, reorganisation, or sale of all or substantially all of our assets, or to an affiliate, on notice to you. Any non-permitted assignment is void.

20.5 Notices

Notices to Tierlane must be sent to legal@tierlane.app. You agree that electronic notice satisfies all contractual notice requirements under these Terms. Where service of legal process requires delivery to a physical address, address it to:

Tierlane 2727 Steeles Ave West, Unit 103-901 Toronto, ON M3J 3G9, Canada

Notices to you will be sent to the email address on file for your Account or shown to you in the embedded admin app. Email notices are deemed given when sent.

20.6 Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship.

20.7 Third-party beneficiaries

There are no third-party beneficiaries of these Terms, and the United Kingdom's Contracts (Rights of Third Parties) Act 1999 is expressly excluded.

20.8 Headings; interpretation

Headings are for convenience only. "Including" means "including without limitation." Singular includes plural and vice versa.

20.9 Beta features

If we make a beta, preview, or experimental feature available, it is provided AS IS, without any warranty, and is excluded from any service-level commitment. We may modify or discontinue beta features at any time.

20.10 Contact

For all matters under these Terms:

  • Privacy inquiries: privacy@tierlane.app
  • Legal inquiries: legal@tierlane.app
  • Security incidents: security@tierlane.app
  • General contact: support@tierlane.app