Terms of Service for Ecom Virtue

Effective Date: [August 21, 2025]

Please read these Terms and Conditions of Use (“Terms”) carefully. Your access to, purchase of, or use of the Services (as defined below) means you agree to be bound by these Terms. If you do not agree, do not access or use the Services.

These Terms govern the use of the websites, platforms, applications, and software owned or operated by Ecom Virtue (“Company”, “we”, “us”, or “our”). This includes all content, features, functionality, and related services we provide (collectively, the “Services”). These Terms apply whether the Services are accessed through a computer, mobile device, or any other technology.

Acceptance of these Terms, along with the execution of one or more Order Confirmations (“Order”), form the Agreement between the customer (“Customer”, “you”, or “your”) and the Company.

We may modify or discontinue the Services at any time. You agree that we are not liable for any modification, suspension, or discontinuation of the Services.

1. Services

(a) The Company will provide the Services defined in the applicable Order. This may include use of our proprietary software (“Software”) and access to our proprietary platform (“Platform”).
(b) Changes to Services require a revised Order and may change the Fees.
(c) If there is a conflict between these Terms and an Order Confirmation, the Order Confirmation controls.
(d) We strive for accuracy but do not guarantee that all content on the Platform is error-free. We may correct inaccuracies without notice.
(e) If a product or service is listed at an incorrect price, we may cancel the order and issue a refund for the incorrect amount charged.

2. Fees

You agree to pay all Fees listed in the applicable Order. Failure to pay may result in suspension of Services and restricted access to the Platform. Repeated non-payment may result in termination of the Agreement.

All payments made to the Company will be processed through a designated payment processor. The processor name may be updated or assigned by the Company at any time. If you request a refund, the request must be submitted in writing within 30 days of the original payment date.

3. Confidential Information

Each Party may receive confidential or proprietary information from the other (“Confidential Information”). The Receiving Party must protect this information and use it only as needed to perform obligations under this Agreement.

Confidential Information does not include information already known, publicly available, or lawfully received from a third party.

Upon termination, the Receiving Party must return or destroy Confidential Information unless retention is required for legal, audit, or backup purposes.

4. Term

This Agreement begins on the Effective Date of the Order and continues for the duration of the Services (“Initial Term”). It will automatically renew unless you provide written notice at least 15 days before the renewal date.

5. Termination

Either Party may terminate this Agreement upon a material breach not cured within 15 days of written notice. Additional termination rights apply in cases of bankruptcy.

If you terminate early for reasons other than Company breach, you must pay all remaining Fees for the Term.

Upon termination, we are not obligated to retain Customer data.

6. Accounts

You are responsible for all activity in your Company account and any marketplace accounts (Amazon, Walmart, TikTok, Shopify, etc.). You must comply with all applicable laws and notify us of any security breach.

7. Marketplace Account Access

You grant the Company permission to access your marketplace administration accounts as required to perform the Services. You remain responsible for all activity unless caused solely by Company misconduct.

8. Intellectual Property

(a) Each Party retains ownership of intellectual property created before entering this Agreement.
(b) The Company owns the Services, Platform, and all related intellectual property, including improvements based on Customer feedback.
(c) We may update or adjust the Services at any time.
(d) You may not attempt to breach, copy, reverse-engineer, or misuse the Platform.

9. Customer Data

(a) “Customer Data” includes campaign data, marketplace metrics, pricing, performance information, and other information uploaded to the Platform.
(b) You grant the Company the right to process this data to provide Services and host data on the Platform.
(c) You are responsible for accuracy and legality of your data.
(d) We may share non-personal identifiers for troubleshooting and auditing.

10. Privacy

Your use of the Services is also governed by the Company’s Privacy Policy.

11. License

We grant you a limited, non-transferable license to access the Platform for internal business purposes. You may not copy, resell, modify, or reverse-engineer the Platform.

12. Proprietary Information

All results, data, and materials created by the Company while providing Services remain Company property. You grant the Company a perpetual license to use any suggestions or feedback you provide.

13. Indemnification

(a) The Company will indemnify you against third-party claims arising from its uncured material breach or willful misconduct.
(b) You will indemnify the Company against claims arising from your breach, misconduct, or business activities.

14. Limitation of Liability

Our maximum liability is limited to the Fees paid in the six months prior to the claim. Neither Party is liable for indirect or consequential damages, including lost profits.

15. Governing Law

This Agreement is governed by the laws of the State of Florida, USA. All disputes fall under the exclusive jurisdiction of the courts of Florida.

16. Dispute Resolution

Parties will first attempt to resolve disputes through good-faith negotiation. If unresolved, disputes will be settled through binding arbitration under AAA rules.

17. Entire Agreement

This Agreement supersedes all prior understandings. We may update these Terms at any time, and it is your responsibility to review them.

18. Independent Contractors

The Parties are independent contractors.

19. No Guarantee

The Company does not guarantee any specific results from use of the Services, including sales, income, or marketplace performance.

20. Miscellaneous

This Agreement binds successors and assigns. Provisions may only be waived in writing. Invalid provisions do not affect enforceability of remaining terms. Electronic signatures are valid.