Terms of Use

Last Updated: 28.01.2026

1. Acceptance of Terms

These Terms of Use ("Terms") constitute a binding legal agreement between you ("Merchant", "You", or "User") and Sonar Seed ("Sonar Seed", "We", "Us", or "Our"), the provider of the Sonar Seed application (the "App"). By installing, accessing, or using the App through the Shopify App Store, you agree to be bound by these Terms. If you do not agree to these Terms, you must uninstall the App immediately.

1.1 Eligibility

The App is intended for merchants who are 18+ years old and have the legal capacity to enter into binding agreements. Influencers using the platform must be 16+ years old (or 13+ with verifiable parental consent where legally required). You represent and warrant that you will verify influencer age compliance where required by applicable law.

2. Description of Services

The App provides an influencer marketing management platform integrated with your Shopify store. The Services include, but are not limited to:

  1. Influencer Recruitment Automation: Analyzing customer data to identify potential brand ambassadors.
  2. Seeding & Fulfillment: Automating the creation of Shopify Draft Orders to send gifts/products to influencers.
  3. Affiliate Tracking: Processing Shopify Order data to attribute sales to specific affiliate codes and calculate commissions.
  4. Influencer Portal: Providing a dashboard for influencers to manage their profile, view tasks, and track performance.

3. Data Processing and Order Management

3.1 Affiliate Tracking (Ephemeral Processing)

You acknowledge and agree that the App accesses and processes your shop's order stream ("Order Data") in real-time to identify the usage of discount codes associated with your influencers.

  • No Long-Term Storage of Unrelated Orders: The App processes End-Customer Order Data to verify affiliate attribution. Data regarding orders that contain no affiliate codes or recruitment triggers is processed ephemerally and is not permanently stored in our databases.
  • Affiliate Sales: Orders attributed to an influencer are recorded to calculate commissions and tier progression.

3.2 Seeding Orders (Draft Orders)

The App enables the automated creation of "Draft Orders" in your Shopify Admin for the purpose of sending products ("Gifts") to influencers.

  • Merchant Responsibility: You are solely responsible for the cost of goods sold (COGS), shipping fees, taxes, and duties associated with any Draft Order created by the App.
  • Approval: Depending on your settings (e.g., "Auto-Approve"), Draft Orders may be processed immediately. You agree that Sonar Seed is not liable for the cost of inventory sent to influencers based on your configuration of the App.

3.3 Data Processing Agreement

Our relationship with respect to personal data processing is governed by our Data Processing Agreement (DPA), and incorporated into these Terms by reference. By using the App, you acknowledge and agree to the terms of the DPA.

4. Merchant Obligations

4.1 Compliance with Laws

You represent and warrant that your use of the App will comply with all applicable laws, including but not limited to:

  • Anti-Spam Laws: You must comply with CAN-SPAM, CASL, GDPR, and other communication laws when using the App to send emails or invites to customers or influencers.
  • Advertising Disclosures: You are solely responsible for ensuring your influencers comply with the Federal Trade Commission (FTC) Guides Concerning the Use of Endorsements and Testimonials in Advertising (or local equivalents). You must require influencers to disclose their material connection to your brand.
  • Privacy Laws: You must comply with GDPR, CCPA, and other applicable data protection regulations.

4.1.1 Lawful Basis for Data Processing

Under GDPR and similar privacy laws, we process personal data based on:

  • Contract Necessity (GDPR Art. 6(1)(b)): Processing necessary to provide the Services under these Terms.
  • Legitimate Interests (GDPR Art. 6(1)(f)): Processing for fraud prevention, system security, and service improvement, where such interests are not overridden by data subject rights.
  • Your Instructions as Data Controller: When processing data on your behalf (e.g., influencer recruitment), we act pursuant to your lawful instructions.

You warrant that you have obtained all necessary consents or have established another lawful basis under applicable law before using recruitment automation features to contact customers. You further warrant that you have provided adequate privacy notices to your customers and influencers regarding data processing activities.

4.2 Account Security

You are responsible for maintaining the security of your Shopify account and any API keys (e.g., Klaviyo API keys) provided to the App. You must immediately notify us of any unauthorized access or security breach.

4.3 Influencer Relationships

You are solely responsible for your contractual relationships with influencers, including but not limited to:

  • Setting commission rates and payment terms
  • Defining content requirements and usage rights
  • Ensuring compliance with advertising disclosure requirements
  • Resolving disputes regarding compensation or deliverables

5. Intellectual Property

5.1 Your Data

You retain all rights to your Merchant Data and Customer Data. You grant Sonar Seed a limited, non-exclusive, worldwide license to use this data solely to provide the Services as described in these Terms and the DPA.

5.2 Influencer Content

The App facilitates the submission of content ("Deliverables") by influencers. Ownership and usage rights of this content are determined by the agreement between You and the Influencer. Sonar Seed claims no ownership over Influencer Content and is granted only a limited license to display such content within the App interface for service provision purposes.

5.3 Sonar Seed Intellectual Property

The App, including all software, algorithms, user interfaces, and documentation, is the exclusive property of Sonar Seed and is protected by copyright, trademark, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to use the App solely in accordance with these Terms.

6. Third-Party Integrations

The App integrates with third-party services, including but not limited to Shopify, Klaviyo, and Resend. Your use of these integrations is subject to the terms and policies of those third parties. We maintain a current list of sub-processors. We are not responsible for any data loss, downtime, or issues arising from third-party services.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SONAR SEED SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE APP.

SPECIFICALLY, SONAR SEED IS NOT LIABLE FOR:

  1. INVENTORY LOSS: COSTS ASSOCIATED WITH PRODUCTS SENT TO INFLUENCERS VIA AUTOMATED DRAFT ORDERS.
  2. PAYMENT DISPUTES: ANY COMMISSION PAYMENTS MADE BY YOU TO INFLUENCERS OUTSIDE OF THE APP PLATFORM.
  3. REGULATORY FINES: FINES INCURRED DUE TO YOUR FAILURE OR YOUR INFLUENCERS' FAILURE TO COMPLY WITH ADVERTISING OR PRIVACY LAWS.
  4. THIRD-PARTY SERVICES: ANY FAILURES, ERRORS, OR DATA LOSS CAUSED BY SHOPIFY, KLAVIYO, RESEND, OR OTHER INTEGRATED SERVICES.
  5. INFLUENCER CONDUCT: ANY ACTIONS, CONTENT, OR OMISSIONS BY INFLUENCERS RECRUITED THROUGH THE APP.

OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO USE THE APP IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) TEN THOUSAND DOLLARS ($10,000 USD).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

8. Indemnification

You agree to indemnify, defend, and hold harmless Sonar Seed, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to:

  1. Your violation of these Terms or the DPA;
  2. Your violation of any applicable law or regulation;
  3. Your violation of any third-party rights, including intellectual property rights or privacy rights;
  4. Disputes with influencers regarding compensation, content rights, or deliverables;
  5. Any claim that content posted by your influencers infringes or violates any third-party rights;
  6. Your use of the App in a manner not authorized by these Terms.

9. Termination

9.1 Termination by You

You may terminate these Terms at any time by uninstalling the App from your Shopify store. Upon uninstallation, the App will trigger a data deletion process in accordance with our Privacy Policy and Shopify's data retention policies.

9.2 Termination by Sonar Seed

We reserve the right to suspend or terminate your access to the App immediately, without prior notice, if:

  1. You violate these Terms or the DPA;
  2. Your account poses a security risk;
  3. You fail to pay applicable fees (if any);
  4. We are required to do so by law; or
  5. We discontinue the App (with 30 days' notice where commercially reasonable).

9.3 Effects of Termination

Upon termination:

  1. Your right to use the App immediately ceases;
  2. We will delete your data in accordance with our data retention policies;
  3. You remain liable for any fees incurred prior to termination;
  4. Sections 5, 7, 8, 9.3, 10, and 11 survive termination.

10. Dispute Resolution and Governing Law

10.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

10.2 Informal Dispute Resolution

Before filing a claim, you agree to contact us at legal@sonarseed.com and attempt to resolve the dispute informally. We will attempt to resolve the dispute through good-faith negotiation for a period of thirty (30) days.

10.3 Arbitration

If the dispute cannot be resolved through informal negotiation, any controversy or claim arising out of or relating to these Terms shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Delaware, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Exception: Either party may bring a claim in small claims court if the claim qualifies.

10.4 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. This waiver applies to class arbitration, and any claim brought on behalf of other individuals.

11. Force Majeure

Sonar Seed shall not be liable for any failure or delay in performance of its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to:

  1. Acts of God, natural disasters, pandemics, or epidemics;
  2. War, terrorism, riots, or civil unrest;
  3. Government actions, including sanctions or embargoes;
  4. Failure of third-party services, including Shopify API outages, telecommunications failures, or internet disruptions;
  5. Cyberattacks, including DDoS attacks not caused by Sonar Seed's negligence.

During any force majeure event, our obligations under these Terms shall be suspended for the duration of the event.

12. General Provisions

12.1 Entire Agreement

These Terms, together with the DPA, Privacy Policy, and Cookie Policy, constitute the entire agreement between you and Sonar Seed regarding the App and supersede all prior agreements and understandings.

12.2 Amendments

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms within the App settings or via email. Your continued use of the App after such notice constitutes acceptance of the modified Terms.

12.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms remain in full force and effect.

12.4 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

12.5 Assignment

You may not assign or transfer these Terms or any rights granted hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

12.6 Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Sonar Seed.

13. Contact Information

For questions regarding these Terms, please contact us at:

Sonar Seed
Email: legal@sonarseed.com
Support: support@sonarseed.com
Address: Sonar Stack, c/o GAM, Pappelallee 64, 10437 Berlin, Deutschland

For privacy-related inquiries, contact: privacy@sonarseed.com