Terms of Use

Each party may receive non-public information of the other ("Confidential Information"), including in our case your product costs, sales data, catalog data, retailer terms, and business plans, and in your case our platform, methods, pricing, and non-public documentation.

Each party will use the other's Confidential Information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and contractors bound by confidentiality obligations. These obligations do not apply to information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party, and do not prevent disclosure required by law, provided the disclosing party is given notice where legally permitted.

These obligations survive termination for three (3) years, except that obligations regarding trade secrets survive for as long as the information remains a trade secret under applicable law.

We do not warrant that the Services will be uninterrupted, error-free, or free of harmful components, or that they will produce any particular business result.

By you: You will indemnify and hold harmless GrowECommerce and its officers, directors, employees, and contractors from claims, damages, losses, liabilities, and reasonable attorneys' fees arising from: your use of the Services; your breach of these Terms; your violation of law or third-party rights; Client Content, including any claim that it infringes or is inaccurate; and your representations regarding retailer account access under Section 6.

By us: We will indemnify you against third-party claims that the platform itself infringes a US intellectual property right, provided you notify us promptly and let us control the defense.

Changes to these Terms: We may modify these Terms. For material changes we will give at least 30 days' notice by email or through the Services. Continued use after the effective date constitutes acceptance. If you do not agree, you may cancel before the change takes effect.

Entire agreement: These Terms, together with any Service Agreement and our Privacy Policy, are the entire agreement between the parties and supersede all prior discussions.

Severability: If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions stay in effect.

Waiver: Failure to enforce a provision is not a waiver of it.

Assignment: You may not assign these Terms without our written consent. We may assign in connection with a merger, acquisition, or sale of assets. These Terms bind permitted successors and assigns.

Notices: Notices to you go to the email address on your account. Notices to us go to [email protected] and, for legal notices, by mail to the address in Section 19.

Force majeure: Neither party is liable for failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, internet or utility failures, government action, or failures of retailer platforms or third-party providers.

Independent contractors: The parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship, except for the limited agency granted in Section 6.

Export and sanctions compliance: You represent that you are not located in an embargoed jurisdiction and are not on any US restricted-party list.

No third-party beneficiaries: These Terms do not create rights in any third party.