1. Acceptance of Terms
By accessing and using MerchandisePROS services ("we", "our"), you ("the Client", "you") agree to be legally bound by these Terms of Service. If you do not agree with these terms, do not use our services.
2. Description of Services
MerchandisePROS provides consulting, analysis, and optimization services for e-commerce businesses, including but not limited to:
- Online store audits: Performance, SEO, pricing, and competitive analysis
- Strategic consulting: Recommendations to improve operations and sales
- Market research: Analysis of suppliers, pricing, and opportunities
- Optimization: Implementation of process and system improvements
IMPORTANT: Our services are consultative and analytical in nature. WE DO NOT guarantee specific results in sales, revenue, or business growth.
3. Service Limitations
MerchandisePROS services are subject to the following limitations:
- No Results Guarantees: We do not guarantee specific increases in sales, revenue, traffic, or any other business outcomes.
- Variable Results: Results depend on multiple factors beyond our control, including: client execution, market conditions, competition, product category, budget, and implementation timing.
- Audit Accuracy: Audits are most accurate for stores with at least 6 months of active sales history and $5,000+ USD in monthly revenue. Audits of newer stores may have lower accuracy.
- Data-Based Analysis: Our analyses are based on publicly available information and client-provided data. Accuracy depends on the quality and completeness of this data.
4. Client Responsibilities
By using our services, you agree to:
- Provide accurate and complete information about your business
- Notify us of any relevant changes to your business situation
- Implement recommendations at your own discretion and risk
- Comply with all applicable laws and regulations
- Not use our services for illegal or fraudulent purposes
- Not share access or credentials with third parties without authorization
The Client is solely responsible for:
- Business decisions made based on our recommendations
- Implementation of any suggested strategies or changes
- Results obtained or not obtained
- Compliance with third-party platform terms of service (Amazon, eBay, Shopify, etc.)
5. Payment and Billing
Free Audit: The initial store audit is free and does not require a credit card.
Paid Services: Additional consulting, implementation, or optimization services have variable costs depending on scope of work. Prices will be clearly communicated before any payment commitment.
- Billing: Services are billed as agreed (per project, monthly retainer, or hourly rate)
- Payment Methods: We accept bank transfer, credit cards, and other agreed methods
- Late Payments: Services may be suspended if payments are not received as agreed
6. Refund Policy
Due to the nature of our consulting and analysis services:
- Free Audits: No refunds apply (they are free)
- Consulting Services: Refunds are evaluated case-by-case within the first 7 days of service initiation
- Completed Work: No refunds are offered for work already delivered or consulting hours already consumed
- No Results-Based Refunds: We do not offer refunds based on business results obtained, as these depend on factors outside our control
To request a refund, contact us through our contact form with specific details.
7. Cancellation and Termination
Client Cancellation:
- Project services: Cancellation possible up to 48 hours after initiation, subject to charges for completed work
- Retainer services: Requires 30 days notice. Payments already made are not refunded
Termination by MerchandisePROS: We reserve the right to terminate services if:
- The client violates these terms
- The client requests illegal or unethical activities
- Payments are not received as agreed
- The business relationship becomes unsustainable
8. Intellectual Property
- Reports and Analysis: Reports delivered to the client are the client's property
- Methodologies and Tools: Our methodologies, software, templates, and proprietary tools remain the property of MerchandisePROS
- Brand: The client may not use our brand, logo, or name without written authorization
- Client Content: The client retains all rights to their information and content provided
9. Confidentiality
Both parties agree to:
- Keep all sensitive business information shared confidential
- Not disclose client data to third parties without consent (except as required by law)
- Protect business information through reasonable security measures
Exceptions: Confidentiality does not apply to information that is:
- Publicly available
- Independently developed
- Legally required to be disclosed
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- MerchandisePROS SHALL NOT be liable for loss of revenue, profits, data, or indirect, incidental, or consequential damages
- Our maximum liability is limited to the total amount paid by the client in the preceding 12 months
- WE ARE NOT responsible for specific business results, loss of sales, or loss of opportunities
- WE ARE NOT responsible for business decisions made by the client
- WE ARE NOT responsible for incorrect implementations of our recommendations
- WE ARE NOT responsible for changes in algorithms, policies, or conditions of third-party platforms (Amazon, eBay, etc.)
11. Disclaimer of Warranties
OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE".
- No Results Warranty: We do not guarantee specific results, increased sales, revenue, or traffic
- No Accuracy Warranty: While we strive for accuracy, we do not guarantee that our analyses are error-free
- No Availability Warranty: We may experience technical downtime or interruptions
- No Completeness Warranty: Our analyses are based on available data and may not cover all factors
12. Indemnification
The client agrees to indemnify and hold harmless MerchandisePROS, its employees and affiliates from any claims, demands, losses, or damages (including legal fees) arising from:
- Client's use of our services
- Client's violation of these terms
- Implementation of our recommendations
- Business decisions made based on our advice
- Violation of applicable laws or regulations
13. Acceptable Use
The client agrees NOT to use our services for:
- Illegal, fraudulent, or deceptive activities
- Violation of third-party platform terms of service
- Dishonest manipulation of reviews, ratings, or rankings
- Spam, phishing, or malicious activities
- Infringement of third-party intellectual property rights
- Unauthorized data collection
Violation of this section may result in immediate termination without refund.
14. Modifications to Terms
We reserve the right to modify these terms at any time. Changes will take effect immediately upon posting to our website. Continued use of our services after changes constitutes acceptance of new terms.
Significant changes will be notified by email to active clients with at least 30 days advance notice.
15. Applicable Law and Jurisdiction
These terms are governed by applicable laws in the jurisdiction where MerchandisePROS operates, without regard to conflicts of law principles.
Any disputes will be resolved through:
- Negotiation: First, we will attempt to resolve through direct negotiation
- Mediation: If negotiation fails, through mediation
- Arbitration: As a last resort, through binding arbitration
16. Severability
If any provision of these terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
17. Entire Agreement
These Terms of Service, together with our Privacy Policy, constitute the entire agreement between you and MerchandisePROS. They supersede any prior agreements or understandings, whether written or oral.
18. Contact
For questions about these Terms of Service, contact us:
Legal Note: These terms are designed to protect both MerchandisePROS and our clients. By using our services, you acknowledge that you have read, understood, and agree to be bound by these terms.
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