Terms of Service

These Terms of Service ("Terms") are a binding agreement between Commercer LLC ("Commercer," "we," "us") and the person or entity that creates an account or uses the Commercer service ("Customer," "you"). By creating an account, clicking to accept, or using the service, you agree to these Terms. If you are entering into these Terms on behalf of a company, you represent that you have authority to bind that company.

Commercer provides a software-as-a-service platform for managing product data across one or more ecommerce stores, including catalog management, listing generation, AI-assisted enrichment, and safe export to connected platforms such as Shopify. We may update, add, or remove features at any time.

• You must provide accurate registration information and keep it current.
• You are responsible for all activity under your account and for keeping your credentials secure.
• You must be at least 18 years old and legally capable of entering into a contract.
• You may invite team members; you remain responsible for their actions and compliance with these Terms.

Subject to these Terms and to timely payment of applicable fees, Commercer grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the service for your internal business purposes during the term.

You agree not to, and not to permit any third party to:

• Use the service to store, generate, or distribute content that is unlawful, infringing, defamatory, deceptive, hateful, harassing, sexually exploitative, or otherwise objectionable.
• Violate the terms of service, acceptable use policies, or brand guidelines of any connected platform, including Shopify.
• Reverse engineer, decompile, or attempt to derive the source code of the service, except to the extent this restriction is prohibited by applicable law.
• Circumvent, disable, or interfere with security or metering features, including credit accounting, rate limits, plan limits, or export gates.
• Scrape, harvest, or bulk-download data from the service other than data you have submitted or that the service exports on your behalf.
• Use the service to build a competing product or to benchmark it without our prior written consent.
• Conduct penetration testing, vulnerability scanning, or load testing without prior written authorization from security@commercer.io.
• Resell, sublicense, or provide the service to third parties on a service-bureau basis without a written commercial agreement.
• Upload malware, run cryptomining, or use the service in ways that impose an unreasonable or disproportionate load on our infrastructure.

We may suspend or terminate access for any violation. Serious or repeated violations may be reported to law enforcement or the affected platform.

Plans include soft limits calibrated to normal operator usage, including on catalog size, connected stores, sync frequency, AI operations per minute, storage, concurrent exports, and team seats. If your usage materially exceeds the limits of your plan, we may:

• Notify you and recommend a plan that fits your usage.
• Throttle non-critical operations to protect platform stability.
• After reasonable notice, require an upgrade or apply overage pricing where offered.

We will not silently drop data. Where a hard cap is enforced, the service will surface a clear error and the affected action can be retried after upgrade.

• Subscription fees are billed in advance on a monthly or annual cycle, in US dollars unless otherwise stated, exclusive of taxes.
• Credits are a metered, prepaid unit consumed by AI-assisted operations such as bulk generation, image generation, enrichment, and canonicalization. Manual edits and syncs of user-authored content do not consume credits.
• Before any credit-consuming action, the service surfaces a confirmation modal showing the cost and your remaining balance.
• Credits are non-refundable, non-transferable, and expire as stated on the pricing page (default: unused top-up credits expire twelve months after purchase; monthly plan credits expire at the end of each billing period).
• Plan changes take effect at the start of the next billing cycle unless we indicate otherwise. Downgrades are not pro-rated.
• Failed payments enter dunning; after repeated failures we may suspend the account. Data is retained for thirty days after suspension before deletion.
• You are responsible for all taxes other than taxes on our net income. Where required, we will collect and remit VAT, GST, or US sales tax.

All sales are final. Commercer does not offer refunds on subscription fees or on prepaid credits. You may cancel at any time and will retain access through the end of the paid period. Narrow exceptions:

• Duplicate charges caused by a payment-processor error will be refunded.
• Provable Commercer-side billing errors (for example, incorrect charge for a plan you did not select) will be corrected as a refund or credit at our discretion.

To request review of a billing issue, contact support@commercer.io within thirty days of the charge with the invoice number and details.

Please contact support@commercer.io before disputing a charge with your bank or card issuer. We aim to respond to billing questions within two business days. A chargeback filed without first contacting us may result in immediate suspension of the account. Reinstatement requires (a) payment of the disputed amount and (b) reimbursement of the processor chargeback fee. Repeat chargebacks are grounds for termination without refund.

A "Quote" is a written estimate we may provide for a defined scope of work or committed use of the service. Unless expressly stated otherwise on the face of the Quote:

• A Quote is a non-binding estimate; it becomes binding only when countersigned by both parties.
• A Quote is valid for thirty days from its issue date.
• Fixed items are limited to what is expressly listed as fixed. Credit consumption is inherently usage-based and cannot be quoted as a hard cap unless a specific credit ceiling is stated in writing.
• If a Quote conflicts with these Terms, these Terms control except for the specific commercial items (pricing, discounts, term, credit allocation) expressly modified by the Quote.
• You may not rely on verbal statements. Only written, signed Quotes and Order Forms modify these Terms.

Features marked "beta," "preview," "early access," or similar are provided as-is, may change or be withdrawn without notice, and are excluded from any service level statement. We appreciate your feedback on beta features; unless you tell us otherwise, we may use that feedback without restriction and without attribution.

• You own your Customer Data (catalog, products, listings, media you upload, brand assets, exports).
• You grant Commercer a worldwide, royalty-free license to process Customer Data solely to provide, secure, and improve the service, and to comply with law.
• We own the service, including all software, models, prompts, orchestration, adapters, and documentation. Nothing in these Terms transfers ownership of the service to you.
• You may share feedback with us; we may use feedback without restriction.
• For AI-generated output derived from your inputs (for example, generated copy or images), as between you and Commercer, you own the output for your permitted use; you are responsible for confirming that its use does not violate third-party rights or platform policies.

The service uses machine-learning models, some operated by third-party providers routed through the Lovable AI Gateway. AI output can be inaccurate, incomplete, or biased. You are responsible for reviewing AI output before publishing it, exporting it, or making decisions based on it. Commercer does not warrant the accuracy of AI output.

We do not use identifiable Customer Data to train shared or foundation models. We may use aggregated and de-identified operational signals to improve the service. Details are in the Privacy Policy.

The service integrates with third-party platforms including Shopify, payment providers, and infrastructure providers. Your use of those platforms is governed by their own terms. Commercer is not responsible for the availability, accuracy, or behavior of third-party platforms. Actions that reach a third-party platform (for example, a Shopify export) are governed by that platform once received.

We target 99.5% monthly uptime for the production service, measured excluding: scheduled maintenance announced in advance, incidents caused by third-party platforms (including Shopify or hosting providers), force majeure, misuse of the service, and beta features. Commercer does not currently offer service credits. We will make commercially reasonable efforts to restore service promptly and to communicate during incidents. If you require a contractual SLA with credits, contact sales@commercer.io.

• You may cancel at any time from Settings; cancellation takes effect at the end of the paid period.
• We may suspend the service for non-payment, security risk, suspected violation of these Terms, or as required by law. Where practical, we will notify you before suspension.
• Either party may terminate for material breach that remains uncured for thirty days after written notice.
• On termination, your right to use the service ends. We will retain Customer Data for thirty days to allow export, after which it will be deleted from active systems on a routine schedule. Backups may persist for up to ninety additional days before rotation.

Each party will protect the other party's non-public information disclosed under these Terms with the same care it uses for its own confidential information, and at least reasonable care. Confidential information may be used only to exercise rights and perform obligations under these Terms. This obligation survives termination for three years, except that trade secrets remain protected for as long as they qualify as trade secrets.

Commercer warrants that during the term the service will materially conform to its documentation. YOUR SOLE AND EXCLUSIVE REMEDY, AND OUR SOLE OBLIGATION, FOR BREACH OF THIS WARRANTY IS FOR COMMERCER TO USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT THE NON-CONFORMITY OR, IF WE CANNOT DO SO WITHIN A REASONABLE TIME, TO TERMINATE THE AFFECTED SUBSCRIPTION AND REFUND PREPAID, UNUSED FEES FOR THE AFFECTED PERIOD.

EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." COMMERCER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT AI OUTPUT WILL BE ACCURATE, LAWFUL, OR SUITABLE FOR YOUR PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, LOST DATA, LOST GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO COMMERCER FOR THE SERVICE IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of the form of action and even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some of the above may not apply.

You will defend and indemnify Commercer against third-party claims arising from (a) your Customer Data, (b) your use of the service in violation of these Terms or applicable law, or (c) your products, listings, marketing, or business operations, and will pay damages finally awarded or agreed in settlement. Commercer will defend and indemnify you against third-party claims that the service, as provided by us and used within the license, infringes a US patent, copyright, or trademark, subject to the limits in Section 19. Indemnifying party controls defense; indemnified party must give prompt notice and reasonable cooperation.

These Terms are governed by the laws of the State of Wyoming, USA, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming, subject to the arbitration provision below.

Any dispute arising out of or relating to these Terms that is not resolved through good-faith negotiation within thirty days will be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, seated in Sheridan County, Wyoming, before one arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either party may bring an action in court for injunctive relief to protect intellectual property or confidential information.

CLASS-ACTION WAIVER: Each party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

You represent that you are not located in, and will not use the service from, a jurisdiction subject to comprehensive US embargoes, and that you are not on any US government restricted-party list. You will comply with all applicable export-control, sanctions, and anti-corruption laws.

If you believe content on the service infringes your copyright, send a notice compliant with 17 U.S.C. § 512(c) to our designated agent: Jordan Hall, Commercer LLC, 33 N Gould St, Sheridan, WY 82801, USA; email legal@commercer.io; phone +1 (307) 289-8141. We will respond in accordance with the DMCA and may terminate accounts of repeat infringers.

We may update these Terms from time to time. We will post the updated version and update the "Effective date." Material changes will be notified by email or in-product notice at least fourteen days before they take effect. Your continued use of the service after the effective date constitutes acceptance.

• Entire agreement. These Terms, together with the Privacy Policy, the Billing, Credits & Refunds Policy, any Order Form, and any Data Processing Addendum, constitute the entire agreement between the parties regarding the service.
• Assignment. You may not assign these Terms without our prior written consent, except to a successor in interest by merger or sale of substantially all assets. We may assign freely.
• No waiver. Failure to enforce a provision is not a waiver.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• Independent contractors. The parties are independent contractors; nothing in these Terms creates an agency, partnership, or employment relationship.
• Force majeure. Neither party is liable for delay or failure to perform (other than payment) due to causes beyond its reasonable control.
• Notices. Legal notices to Commercer must be sent to Commercer LLC, 33 N Gould St, Sheridan, WY 82801, USA, with a copy to legal@commercer.io. We may send notices to the email associated with your account.