Terms of Service

1. General

1.1 Agreement

These Terms constitute a binding agreement between you ("Client," "you," or "your") and Pixellab LLC, doing business as MerchantOps ("MerchantOps," "we," "us," or "our") governing your access to and use of the MerchantOps platform, including our website, applications, APIs, and related services (collectively, the "Service").

1.2 Acceptance

By accessing or using the Service, creating an account, or clicking to accept these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

1.3 Additional Documents

These Terms incorporate by reference our Privacy Policy, Data Processing Agreement("DPA"), and any other agreements executed between the parties. In the event of a conflict, the DPA shall take precedence over these Terms, followed by these Terms, then the Privacy Policy.

1.4 Definitions

• "Client Data" means any data, content, or information uploaded, submitted, or transmitted by you through the Service.
• "Service-Generated Data" means data derived from your use of the Service, including usage analytics, performance metrics, and aggregated statistics that do not identify you or your customers.
• "Authorized Users" means individuals authorized by you to access the Service under your account.
• "Subscription" means your paid or trial access to the Service as specified in your order or account settings.

2. The Service

2.1 Service Description

MerchantOps provides a software-as-a-service platform that enables retail and commerce organizations to automate product enrichment, data management, and operational workflows using AI-powered agents. The Service includes features for product data upload, mapping, ingestion, web search, enrichment, and publishing.

2.2 Service Updates

We may update, modify, or enhance the Service from time to time. We will endeavor to provide reasonable notice of material changes that may adversely affect your use of the Service. Minor updates, bug fixes, and improvements may be deployed without prior notice.

2.3 Service Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to scheduled maintenance, updates, or circumstances beyond our reasonable control.

2.4 Third-Party Services

The Service may integrate with third-party services (e.g., ecommerce platforms, PIMs, ERPs). Your use of such integrations is subject to the terms and policies of those third parties. We are not responsible for the availability, accuracy, or content of third-party services.

3. Subscription, Fees, and Payment

3.1 Subscription Plans

Access to the Service is provided through subscription plans as described on our pricing page. Subscription features, limitations, and pricing may vary by plan tier.

3.2 Free Trial

We may offer a free trial period for new accounts. During the trial, you may access certain features of the Service at no charge. At the end of the trial period, your account will require a paid subscription to continue accessing the Service. We reserve the right to modify or discontinue free trials at any time.

3.3 Fees and Payment

Subscription fees are charged in advance on a monthly or annual basis, as selected at the time of purchase. All fees are quoted and payable in U.S. dollars unless otherwise specified. Payment is processed through our third-party payment processor, and you agree to provide accurate and complete billing information.

3.4 Taxes

All fees are exclusive of applicable taxes, including sales tax, use tax, GST, HST, and similar taxes. You are responsible for all such taxes, except for taxes based on our net income.

3.5 Price Changes

We may change subscription fees upon at least thirty (30) days' prior written notice. Price changes will take effect at the start of your next billing cycle following the notice period. If you do not agree to a price change, you may cancel your subscription before the change takes effect.

3.6 Refunds

Subscription fees are non-refundable except as required by applicable law or as expressly stated in these Terms. If you cancel your subscription, you will retain access to the Service until the end of your current billing period.

4. Confidentiality

4.1 Confidential Information

"Confidential Information" means any non-public information disclosed by either party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Your Confidential Information includes Client Data.

4.2 Protection Obligations

Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to third parties except as permitted herein; and (c) use Confidential Information only for purposes of performing under these Terms.

4.3 Permitted Disclosures

Confidential Information may be disclosed: (a) to employees, contractors, and advisors with a need to know, provided they are bound by confidentiality obligations at least as protective as these Terms; (b) as required by law, regulation, or court order, provided the disclosing party gives reasonable prior notice to the other party when permitted.

5. Your Obligations

5.1 Account Responsibility

You are responsible for: (a) maintaining the confidentiality of your account credentials; (b) all activities that occur under your account; (c) ensuring that Authorized Users comply with these Terms; and (d) promptly notifying us of any unauthorized access to your account.

5.2 Acceptable Use

You agree not to:

• Use the Service in violation of any applicable law or regulation
• Upload or transmit malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to the Service or its systems
• Interfere with or disrupt the integrity or performance of the Service
• Reverse engineer, decompile, or disassemble any part of the Service
• Resell, sublicense, or provide access to the Service to third parties without authorization
• Use the Service to develop a competing product or service
• Scrape, harvest, or collect data from the Service except as expressly permitted

5.3 Data Accuracy

You are responsible for the accuracy, quality, and legality of Client Data and the means by which you acquired it. You represent that you have all necessary rights to upload and process Client Data through the Service.

5.4 Suspension

We may suspend your access to the Service immediately if: (a) you breach these Terms; (b) your use poses a security risk to the Service or others; (c) your account is overdue for payment; or (d) required by law. We will endeavor to provide notice before suspension when practicable.

6. Client Data

6.1 Ownership

You retain all right, title, and interest in and to Client Data. Nothing in these Terms transfers ownership of Client Data to MerchantOps.

6.2 License to Process

You grant MerchantOps a limited, non-exclusive, worldwide license to access, process, and use Client Data solely to provide and improve the Service, as further described in our Data Processing Agreement. This license terminates upon termination of your subscription, subject to our data retention obligations.

6.3 AI Training Restriction

We will not use Client Data to train general-purpose artificial intelligence or machine learning models that are made available to other customers or the public. Any AI or ML processing of Client Data is performed solely to provide the Service to you.

6.4 Service-Generated Data

We may collect and use Service-Generated Data for purposes including service improvement, analytics, benchmarking, and product development. Service-Generated Data will be aggregated and anonymized such that it does not identify you or your customers.

6.5 Data Export and Deletion

You may export Client Data at any time using the tools provided in the Service. Upon termination of your subscription, we will delete Client Data within thirty (30) days, except as required to comply with legal obligations or as retained in backups that are deleted in the ordinary course.

7. Warranties and Disclaimers

7.1 Limited Warranty

We warrant that the Service will perform materially in accordance with its documentation during your subscription term. If the Service fails to meet this warranty, your sole remedy is for us to use commercially reasonable efforts to correct the non-conformity or, if we cannot do so, to terminate your subscription and provide a pro-rata refund of prepaid fees.

7.2 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 7.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

7.3 AI-Generated Content

The Service uses artificial intelligence to generate product enrichment data, recommendations, and other content. AI-generated content may contain errors or inaccuracies. You are responsible for reviewing and validating AI-generated content before use. We do not warrant the accuracy, completeness, or fitness for any purpose of AI-generated content.

8. Limitation of Liability

8.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Liability Cap

EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO MERCHANTOPS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8.3 Excluded Claims

The limitations in Sections 8.1 and 8.2 do not apply to: (a) your payment obligations; (b) either party's indemnification obligations; (c) breaches of confidentiality; (d) infringement of intellectual property rights; (e) fraud or willful misconduct; or (f) liability that cannot be limited by applicable law.

9. Indemnification

9.1 Indemnification by MerchantOps

We will defend, indemnify, and hold you harmless from and against any third-party claims alleging that the Service infringes any patent, copyright, trademark, or trade secret of such third party, and will pay any damages finally awarded or settlement amounts approved by us. This obligation does not apply to claims arising from: (a) Client Data; (b) your modification of the Service; (c) combination of the Service with non-MerchantOps products; or (d) use of the Service in violation of these Terms.

9.2 Indemnification by You

You will defend, indemnify, and hold MerchantOps harmless from and against any third-party claims arising from: (a) Client Data, including claims that Client Data infringes third-party rights; (b) your use of the Service in violation of these Terms or applicable law; or (c) your breach of representations or warranties in these Terms.

9.3 Indemnification Procedures

The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control over the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle any claim that imposes liability on the indemnified party without the indemnified party's consent.

10. Intellectual Property

10.1 MerchantOps IP

MerchantOps and its licensors retain all right, title, and interest in and to the Service, including all software, algorithms, interfaces, documentation, and other materials provided as part of the Service. These Terms do not grant you any rights to MerchantOps' intellectual property except for the limited license to use the Service as expressly provided herein.

10.2 License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during your subscription term for your internal business purposes.

10.3 Feedback

If you provide suggestions, ideas, or feedback regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without obligation to you.

11. Term and Termination

11.1 Term

These Terms commence when you first access the Service and continue until terminated. Your subscription term is as specified in your order or account settings and will automatically renew for successive periods unless cancelled before the renewal date.

11.2 Termination by You

You may terminate your subscription at any time through your account settings. Termination will be effective at the end of your current billing period. You will not receive a refund for any remaining portion of your subscription term.

11.3 Termination by MerchantOps

We may terminate your subscription: (a) for convenience upon thirty (30) days' prior written notice; (b) immediately if you breach these Terms and fail to cure such breach within thirty (30) days of notice; or (c) immediately if you breach Sections 5.2 (Acceptable Use) or 4 (Confidentiality).

11.4 Effect of Termination

Upon termination: (a) your right to access the Service immediately terminates; (b) you must cease all use of the Service; (c) we will delete Client Data in accordance with Section 6.5; and (d) all provisions that by their nature should survive termination will survive, including Sections 4, 6.1, 7.2, 8, 9, 10, and 12.

12. General Provisions

12.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Any disputes arising under these Terms shall be resolved exclusively in the state or federal courts located in Delaware, and the parties consent to personal jurisdiction in such courts.

12.2 Amendments

We may amend these Terms from time to time by posting updated Terms on our website. We will provide at least thirty (30) days' notice of material changes. Your continued use of the Service after the effective date of amended Terms constitutes acceptance of the changes. If you do not agree to amended Terms, you may terminate your subscription before the changes take effect.

12.3 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets. Subject to the foregoing, these Terms bind and inure to the benefit of the parties' successors and assigns.

12.4 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

12.5 Severability

If any provision of these Terms is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

12.6 Entire Agreement

These Terms, together with the Data Processing Agreement, orders, and the Privacy Policy, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and understandings.

12.7 Notices

Notices to you may be provided via email to the address associated with your account or through the Service. Notices to us should be sent to [email protected].

12.8 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, government actions, or failures of third-party infrastructure.

12.9 Export Compliance

You agree to comply with all applicable export control laws and regulations, including U.S. Export Administration Regulations and Canadian export controls. You represent that you are not located in, or a resident or national of, any country subject to U.S. or Canadian trade sanctions.

13. Contact Information

If you have questions about these Terms, please contact us at: