THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) AND MERCHANT AI, INCORPORATED. (hereinafter “Merchant AI”) GOVERNING YOUR USE OF MERCHANT ASSISTANT OF ONLINE BUSINESS PRODUCTIVITY AND COLLABORATION SOFTWARE.

 

Parts of this Agreement

This Agreement consists of the following terms and conditions (hereinafter the “General Terms”) and terms and conditions, if any, specific to use of individual Services (hereinafter the “Service Specific Terms”). The General Terms and Service Specific Terms are collectively referred to as the “Terms”. In the event of a conflict between the General Terms and Service Specific Terms, the Service Specific Terms shall prevail.

 

Acceptance of the Terms

You must be of legal age to enter into a binding agreement in order to accept the Terms. If you do not agree to the General Terms, do not use any of our Services. If you agree to the General Terms and do not agree to any Service Specific Terms, do not use the corresponding Service. You can accept the Terms by checking a checkbox or clicking on a button indicating your acceptance of the terms or by actually using the Services.

 

Description of Service

We provide a web-based business management application for e-commerce vendors, retailers and sellers on various e-commerce marketplaces ("Service" or "Services"). You may use the Service for your business or for internal business purposes in the organization that you represent. Services are offered on a commercially reasonable effort basis. Our services are built upon data and APIs provided by third parties who may change their formats without notice and break our application, which we will endeavor to fix as soon as possible. During such periods of outage or data collection failure, Merchant AI cannot be held liable for missing data and loss of service.

 

Subscription to Beta Service

We may offer certain Services as closed or open beta services ("Beta Service" or “Beta Services”) for the purpose of confidential testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that Merchant AI will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

 

Modification of Terms of Service

We may modify the Terms upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to the Terms that affect your rights, you will be provided with at least 30 days advance notice of the changes by email to your primary email address. You may terminate your use of the Services by providing Merchant AI notice by email within 30 days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. In the event of such termination, you will be entitled to prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Terms will be deemed to be your agreement to the modified Terms.

 

User Sign up Obligations

You need to sign up for a user account by providing all required information in order to access or use the Services. If you represent an organization and wish to use the Services for corporate internal use, we require that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, we require that you use your corporate email address. You agree to: a) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if Merchant AI has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Merchant AI may terminate your user account and refuse current or future use of any or all of the Services.

 

Organization Accounts and Administrators

When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.

You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individuals as administrators for managing your organization account, and iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that Merchant AI is not responsible for account administration and internal management of the Services for you.

You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to support@merchant-ai.com, provided that the process is acceptable to Merchant AI. In the absence of any specified administrator account recovery process, Merchant AI may provide control of an administrator account to an individual providing proof satisfactory to Merchant AI demonstrating authorization to act on behalf of the organization. You agree not to hold Merchant AI liable for the consequences of any action taken by Merchant AI in good faith in this regard.

 

Personal Information and Privacy

Personal information you provide to Merchant AI through the Service is governed by Merchant AI Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the Merchant AI Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to support@merchant-ai.com. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.

 

Communications from Merchant AI

The Service may include certain communications from Merchant AI, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.

 

Fees and Payments

The Services are available under subscription plans of various durations. Your subscription will be automatically renewed at the end of each subscription period or until you inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the Credit Card last used by you. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different Credit Card. If you do not wish to renew the subscription, you must inform us at least seven days prior to the renewal date. If you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized Merchant AI to charge the subscription fee to the Credit Card last used by you.

From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using any Service unless you have opted for a paid subscription plan.

 

Restrictions on Use

In addition to all other terms and conditions of this Agreement, you shall not: 

(i) transfer the Services or otherwise make it available to any third party; 

(ii) provide any service based on the Services without prior written permission; 

(iii) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of Merchant AI; 

(iv) violate any applicable local, state, national or international law; 

(v) create a false identity to mislead any person as to the identity or origin of any communication; and 

(vi) review and publish any critique of the services offered by Merchant AI without prior permission and opportunity for Merchant AI to critique its content.

 

User Accounts Policy

We reserve the right to terminate unpaid user accounts if the account goes delinquent for a continuous period of 31 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you notice of such termination prior to terminating the service and data associated with the account.

 

Data Ownership

This policy is designed to respect Amazon's Selling Partner API Acceptable Use Policy. Consequently we only show your data to you and never aggregate it across clients for any other purpose. We consider the data that we collect on your behalf to be owned by you and we will not use it for any other purpose without your permission. You own any content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant Merchant AI the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for Merchant AI's commercial, marketing or any similar purpose. But you grant Merchant AI permission to access, copy, distribute, store, transmit, reformat, and display the content of your user account solely as required for the purpose of providing the Services to you. Whenever we present aggregate market data, it is sourced/licensed from reputable 3rd party sources and not derived or aggregated in any way from clients' Vendor or Seller accounts.

 

Sample files and Applications

Merchant AI may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. Merchant AI makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.

 

Trademark

Merchant AI, Merchant AI logo, the names of individual Services and their logos are trademarks of Merchant AI, Incorporated. You agree not to display or use, in any manner, the Merchant AI trademarks, without Merchant AI's prior permission.

 

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. MERCHANT AI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MERCHANT AI MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM MERCHANT AI, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

 

Limitation of Liability

YOU AGREE THAT MERCHANT AI SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF MERCHANT AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL MERCHANT AI'S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.

 

Indemnification

You agree to indemnify and hold harmless Merchant AI, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorized by Merchant AI.

 

Arbitration

Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Washington and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Merchant-AI may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

 

Suspension and Termination

We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to support@merchant-ai.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.

In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. You have the right to terminate your user account if Merchant-AI breaches its obligations under these Terms and in such event, you will be entitled to prorated refund of any prepaid fees. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.