Merchant Agreement

This Merchant Agreement ("Agreement") is entered into between you ("Merchant") and AdaptiveShop ("Platform", "we", "us", or "our") and governs your use of AdaptiveShop as a selling merchant.

By accepting this Agreement, you acknowledge that you are registering as a merchant to sell products through the Platform and agree to all terms herein.

1. Merchant Status & Relationship

You acknowledge that:

• You are an independent business entity
• You are not an employee, partner, joint venturer, franchisee, or agent of AdaptiveShop
• AdaptiveShop is a technology platform provider only
• All transactions occur directly between you and your customers
• AdaptiveShop is not the seller of record or merchant of record
• AdaptiveShop does not take ownership, possession, custody, or control of your products
• You are solely responsible for your business operations, legal obligations, and customer relationships

2. Merchant Obligations

2.1 Product & Legal Compliance

You agree to:

• Sell only legal products in all applicable jurisdictions
• Ensure all products meet regulatory, labeling, safety, and quality standards
• Provide accurate, truthful descriptions and images
• Ensure all intellectual property used is properly licensed or owned
• Comply with all disclosure and warning laws
• Proactively handle product recalls or safety notices

2.2 Business Operations

You agree to maintain:

• Valid business licenses (if applicable)
• Accurate contact details for customer support
• Timely responses to customer inquiries
• Sufficient inventory or accurate out-of-stock notices
• Timely processing and fulfillment of all orders
• Clear shipping and return policies

2.3 Financial Responsibilities

You agree to:

• Maintain a valid Stripe Connect account
• Pay applicable platform fees (percentage or fixed), once established
• Authorize AdaptiveShop to charge or deduct platform fees from transactions
• Calculate, collect, report, and remit all applicable taxes (sales tax, VAT, GST, customs duties, etc.)
• Cover all chargebacks, disputes, and related fees
• Handle all refunds and returns directly with customers

2.4 Tax Obligations (Including International)

You acknowledge that:

• AdaptiveShop does NOT calculate, collect, or remit any taxes on your behalf
• You are solely responsible for all tax compliance in every jurisdiction where you sell
• For international orders, you must handle VAT, GST, import duties, customs fees, and cross-border tax obligations
• You must register for VAT/GST in jurisdictions that require it based on your sales volume
• You must clearly communicate to customers who is responsible for import duties and taxes
• AdaptiveShop provides no tax advice and makes no guarantees about tax compliance

You agree to indemnify AdaptiveShop for any claims, penalties, or liabilities arising from your failure to comply with tax obligations.

2.5 Legal Compliance

You agree to comply with:

• All local, state, federal, and international laws
• Consumer protection laws
• Advertising standards
• Privacy and data laws (GDPR, CCPA, etc.)
• Any required insurance obligations

3. Prohibited Products & Activities

You may not sell or list:

• Illegal products
• Weapons or explosives
• Drugs or drug paraphernalia
• Counterfeit or infringing goods
• Stolen property
• Tobacco/vape products (unless licensed)
• Adult or explicit content
• Live animals
• Hazardous materials
• Items violating third-party rights

You may not engage in:

• Fraudulent or deceptive practices
• Bait-and-switch tactics
• False advertising
• Money laundering or sanctions evasion
• Multi-level marketing or pyramid schemes
• Activities harming AdaptiveShop's reputation

AdaptiveShop may remove prohibited content immediately without notice.

4. Payment Processing (Stripe Connect)

All customer payments are processed directly to your Stripe Connect account.

You acknowledge that:

• AdaptiveShop does not hold or control funds
• Stripe charges processing fees separate from AdaptiveShop
• You are fully responsible for all chargebacks and disputes
• Stripe may withhold funds or suspend accounts
• You must comply with all Stripe Connect terms and policies

AdaptiveShop has no liability for any payment processing issues.

5. Customer Relationship

As the seller of record:

• You own the customer relationship
• You are responsible for customer service
• You must publish and honor clear store policies
• You must resolve disputes directly with customers
• You are liable for product defects, misrepresentations, or injuries caused by products

AdaptiveShop is not a party to any disputes between you and customers.

6. Shipping & Fulfillment

You are responsible for:

• Packaging, labeling, and shipping
• Meeting carrier requirements
• Accurate shipping estimates
• Providing tracking
• Handling customs requirements for international orders
• Resolving lost, damaged, or delayed shipments

If you use ShipEngine, you acknowledge it is a third-party provider.

AdaptiveShop has no liability for shipping issues.

7. Returns, Refunds & Disputes

You must:

• Publish clear return and refund policies
• Honor your stated policies
• Process refunds promptly
• Respond to customer disputes in good faith

Chargebacks must be handled through Stripe, and you must provide evidence as required.

AdaptiveShop is not responsible for refund processing or dispute outcomes.

8. Data & Privacy

Customer Data

You may access customer data only to:

• Fulfill orders
• Provide customer service

You agree not to:

• Sell customer data
• Use data for unsolicited marketing
• Share customer data with unauthorized parties

You must comply with privacy laws (GDPR, CCPA, etc.)

Your Data

You retain ownership of your product content. You grant AdaptiveShop a license to display this content solely to operate the Platform.

Data Portability

Pro tier merchants may export product and inventory data in third-party formats (currently Shopify CSV) through Settings → Migration Assistance. You acknowledge that:

• Exports are provided as-is for your convenience
• Third-party import formats may change at any time
• AdaptiveShop makes no guarantees about compatibility with third-party platforms
• AdaptiveShop cannot provide support for issues with third-party platforms
• You are responsible for verifying your data was successfully migrated before deleting your account

9. AI-Generated Content

You acknowledge:

• AI output may be inaccurate, non-compliant, or misleading
• You must review and approve all AI-generated content before publishing
• You are solely responsible for any claims arising from AI content
• AdaptiveShop is not liable for errors or harm caused by AI-generated outputs

You agree to indemnify AdaptiveShop for any claims related to AI output.

10. Intellectual Property

You warrant that:

• You own or have rights to all content you upload
• Your listings do not infringe third-party rights
• Your branding is properly licensed or owned
• You have the authority to grant the promotional licenses described below

AdaptiveShop may remove infringing content without notice.

11. Promotional Use Rights

By using the Platform, you grant AdaptiveShop a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, display, modify, and distribute the following for promotional and marketing purposes:

• Your storefront and shop pages (including screenshots and visual representations)
• Your product pages, images, descriptions, and listings
• Your shop name, logo, branding elements, and trade dress
• Customer-facing content you create or display on the Platform
• Aggregate sales metrics or success stories (without disclosing specific financial data unless you consent)

This promotional license permits AdaptiveShop to feature your shop and content in:

• The AdaptiveShop website (homepage showcases, merchant spotlights, feature demonstrations)
• Marketing and advertising materials (digital ads, print materials, email campaigns)
• Social media accounts and external marketing channels
• Case studies, testimonials, and success story publications
• Press releases, media kits, and investor presentations
• Trade shows, conferences, and industry events
• Educational and instructional content demonstrating Platform features

Customer Content: If customers provide testimonials, reviews, or other content through your shop that you display publicly, you represent that you have obtained necessary rights to permit AdaptiveShop's promotional use of such content.

Duration: This promotional license survives termination of your account. Content featured in existing marketing materials may continue to be used.

Opt-Out: If you wish to opt out of future promotional use, contact us at support@adaptiveshop.ai. Opting out does not affect the license granted to operate the Service or previously published materials.

12. Platform Fees

(To be finalized later.)

Merchant agrees that:

• AdaptiveShop may charge platform fees (percentage or fixed)
• Merchant authorizes AdaptiveShop to deduct fees from Stripe transactions
• AdaptiveShop may modify pricing with notice
• Subscription fees are non-refundable
• Failure to pay may result in suspension or termination.

Subscription Payment Disputes

Filing a payment dispute (chargeback) with your bank for any AdaptiveShop subscription charge will result in immediate account suspension:

• Your shop will be taken offline during the dispute process
• Your data is preserved and will remain accessible via your dashboard
• Account will be automatically reactivated if the dispute is withdrawn or resolved in AdaptiveShop's favor

Merchant acknowledges this is an automatic fraud protection measure. If you have billing concerns, contact support@adaptiveshop.ai before filing a dispute.

13. Service Availability & Data Loss Disclaimer

Merchant acknowledges that:

• The Platform may experience downtime, outages, bugs, or data loss
• AdaptiveShop does not guarantee data preservation or backups
• Merchant is responsible for backing up product and order data
• AdaptiveShop is not liable for service interruptions

14. Account Termination & Data Retention

AdaptiveShop may suspend or terminate your account for:

• Legal violations
• Prohibited products
• Excessive disputes or chargebacks
• Non-payment
• Risk to customers or the Platform
• Any reason at our sole discretion

Merchants remain responsible for fulfilling outstanding orders.

Automatic Inactive Account Cleanup

To manage platform resources, AdaptiveShop automatically removes inactive accounts:

• Incomplete Setup: Accounts that do not connect Stripe and add at least one product within 60 days of creation will be deleted (warning at day 45, permanent deletion at day 90)
• Lapsed Subscription: Accounts with inactive subscriptions for more than 12 months will be deleted (warning at month 11, permanent deletion at month 13)

You may reactivate your account before permanent deletion by completing setup or resubscribing.

15. Liability & Indemnification

You are solely liable for:

• Product defects or injuries
• Misrepresentations
• Consumer law violations
• Privacy breaches
• Shipping issues
• IP infringement
• Chargebacks

You agree to indemnify AdaptiveShop for any claims arising from your business.

16. Founder Liability Limitation

Merchant agrees that:

• Any claim must be brought solely against AdaptiveShop
• The founder, officers, and team are not personally liable
• Merchant waives any right to pursue personal liability

(This is critical since you're not an LLC yet.)

17. Amendments

AdaptiveShop may update this Agreement at any time. Continued use constitutes acceptance.

18. Governing Law

This Agreement is governed by the laws of California.

19. Dispute Resolution

Any disputes shall be resolved through binding arbitration in Los Angeles County, California, under the rules of the American Arbitration Association.

Class actions are waived.

20. Entire Agreement

This Agreement, the Terms of Service, and Privacy Policy constitute the full agreement between Merchant and AdaptiveShop.

21. Contact

support@adaptiveshop.ai
https://www.adaptiveshop.ai