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Terms of Service, Hosted Software and Digital Product Sales

Emerce Agency LLC | emerce.agency, ios.emerce.agency, Emerce hosted software and related pages

Effective date: October 7, 2026

Our Privacy Policy explains information handling: https://emerce.agency/privacy

IMPORTANT: THESE TERMS INCLUDE WARRANTY DISCLAIMERS, LIABILITY LIMITS, INDIVIDUAL ARBITRATION AND A CLASS-ACTION WAIVER. READ THEM CAREFULLY.

These Terms are an agreement between you and Emerce Agency LLC (“Emerce,” “we,” “us” or “our”). They govern our websites, IOS and other digital products, hosted retention-marketing software and controlled beta, and freelance/consulting services (the “Offerings”).

By affirmatively accepting these Terms, purchasing an Offering or using it where legally effective notice and assent have been provided, you agree to these Terms. If you do not agree, do not use the Offerings. Our Privacy Policy explains information handling.

A signed proposal, master services agreement, statement of work, software order form, beta agreement or other written agreement accepted by Emerce (“Service Agreement”) controls any conflict for that engagement, followed by applicable checkout/product terms, then these Terms. An applicable data-processing agreement controls conflicts concerning covered data processing. Marketing copy does not override an agreed contract. A website inquiry alone does not create an agency engagement or software subscription.

You must be at least 18 and legally able to contract. If acting for a company or client, you represent authority to bind it and obtain the access you request; “you” includes that entity. Agencies must have permission from each client whose account or information they connect. Use only workspaces and Brands you are authorized to access.

Website, newsletter and educational content is general information, not legal, tax, financial or other regulated advice. You are responsible for qualified advice about applicable marketing, privacy and consumer-protection requirements.

Services begin when Emerce accepts the engagement. A Service Agreement governs scope, deliverables, timing, fees, revisions and termination. Unless it states otherwise, the following apply.

Provide timely accurate information, lawful instructions, Brand rules, substantiated claims, offers, prices, deadlines, approvals, platform access and materials. Use secure delegated access and remove access when no longer needed. Review deliverables and provide consolidated feedback; you remain responsible for final approval before publication or sending unless expressly agreed otherwise.

You are responsible for lawful customer data, mailing lists, tracking, testimonials, claims, promotions and email/SMS programs, including required consent and suppression records. Do not direct sending contrary to opt-outs or provide sensitive/unnecessary personal information without express written agreement and appropriate safeguards. Emerce may pause or refuse unlawful, deceptive, unsafe, out-of-scope or platform-incompatible work. Client delays may extend deadlines and do not excuse reserved/completed-work fees.

Fees and expenses follow the agreement or invoice. Unless otherwise agreed in writing, invoices are due in seven days, fees are in U.S. dollars and you pay applicable transaction taxes other than our income taxes. After reasonable notice, overdue undisputed amounts may result in suspension or withheld undelivered work. Earned fees, approved expenses and non-cancellable commitments remain payable through termination.

You retain your supplied materials. Subject to full payment and the agreement, you own final client-specific deliverables expressly created for you. Emerce retains pre-existing/general know-how, methods, prompts, frameworks, templates, tools, software and reusable components (“Background Materials”). Embedded Background Materials carry a perpetual, non-exclusive, worldwide licence solely as part of the paid final deliverable for your business/marketing operations. Drafts, unused concepts and working files are excluded unless specified.

Each party uses reasonable care to protect the other’s non-public information and uses it only for the engagement or as otherwise permitted by the agreement. Exceptions apply to information public without breach, already lawfully known, independently developed or lawfully received without confidentiality duties. Legally required disclosure is permitted with notice where lawful. This confidentiality protection also applies to software customer content. More specific agreed provisions control.

Marketing outcomes depend on factors beyond Emerce’s control. We do not guarantee revenue, profit, deliverability, inbox placement, engagement, conversion, rankings, growth or other results.

Subject to these Terms and the applicable agreement, Emerce grants authorized users a limited, non-exclusive, non-transferable right to use hosted software during the authorized access period for the customer’s business, including authorized agency work for permitted client Brands. The software is licensed, not sold. Access does not transfer ownership of software or underlying technology.

Keep user and membership information accurate, use individual authorized accounts, protect credentials and promptly report compromise. You are responsible for managing authorized users and removing access when appropriate. Do not share credentials or exceed permitted Brand, user or usage limits.

Any software fees, subscription term, renewal, cancellation process, usage limits or trial conversion must be stated in an accepted order or clearly disclosed checkout. These Terms do not themselves impose a paid subscription or automatic conversion from a free beta. Digital-product sales provisions below do not establish SaaS subscription/refund rules.

The beta is pre-release and offered to a limited group. Features, limits and interfaces may change, bugs or interruptions may occur, and there is no guaranteed uptime, availability, support response time or service-level commitment unless separately agreed. Emerce may change, suspend or end beta access, with reasonable notice where practicable. Immediate action may be needed for security, legal or operational reasons. Maintain appropriate source-system records and copies of important work; do not rely on beta software as your sole business record.

During the current beta, Emerce may analyze, recommend, prioritize, plan or generate work, but does not automatically send, schedule or activate marketing in Klaviyo. Users remain responsible for review and approval. Future execution capabilities require separately disclosed permissions and authorization; these Terms do not authorize automatic sending today. Separately contracted agency services may involve execution according to their own agreed approval process.

You represent that you have authority to connect each account, grant the requested permissions and instruct processing. You remain responsible for source-platform accounts, subscriptions, lawful information and applicable platform terms. Use delegated/OAuth access where offered; do not submit another person’s credentials without authority.

Current beta Klaviyo access is read-only and avoids individual customer profiles/events/orders/list members. Shopify is optional read_products catalog enrichment, without customer/order/checkout or write scopes. The Privacy Policy describes current categories and boundaries. Future integrations or materially expanded permissions require the relevant notice and authorization.

Emerce depends on third-party APIs and services, including infrastructure and AI providers. Their availability, rate limits, permissions, behavior and compatibility may change outside our control. Imported information or reporting may be incomplete or delayed. Coverage/provenance indicators support interpretation, but do not guarantee accuracy or completeness. We do not guarantee third-party availability or continued compatibility. This does not excuse Emerce’s own non-waivable legal duties.

You retain ownership of your underlying data, Brand materials and content. You grant Emerce a non-exclusive, worldwide, royalty-free right to host, reproduce, process, transform and use them only as reasonably necessary to provide, support, secure and improve the contracted service within the agreed purposes, follow your lawful instructions and comply with law. Authorized providers may process information for those purposes under applicable agreements and the Privacy Policy.

This licence does not permit sale of identifiable customer/client data, disclosure of one Brand’s confidential information to another Brand, or unrestricted general-purpose model training on your confidential content. No broader cross-Brand identifiable-data licence is granted by submitting information.

You must have necessary rights, permissions and lawful grounds for submitted information and instructions. Avoid customer identifiers and sensitive/unnecessary personal information in free text, assets and AI instructions. Current AI features send limited relevant context to OpenAI as described in the Privacy Policy; raw screenshots and imported connector records are outside current AI input.

As between you and Emerce, you retain your content and may use client-specific generated outputs for your business, subject to these Terms, applicable payment terms and third-party rights. Emerce does not guarantee outputs are unique, copyrightable or free of third-party rights. Outputs do not transfer Emerce’s Background Materials or software IP.

Recommendations and AI-generated work may contain factual, creative, legal or contextual errors. Verify prices, products, offers, dates, links, audience, claims, consent, Brand fit and compliance before use. Automated or AI QA is advisory and does not replace human review. You remain responsible for approval, implementation and outcomes; no revenue, deliverability or business result is guaranteed.

Emerce may use beta feedback, suggestions and product ideas to improve or develop the platform without compensation or attribution. This permission does not transfer ownership of underlying business data/content or waive confidentiality. Public testimonials, logos, endorsements or identifiable case studies require permission or a controlling agreement; minor edits may preserve substance.

Product descriptions, files, prices, currency and access periods are shown at checkout. Prices and availability may change prospectively. You authorize the displayed total and represent an authorized payment method and accurate billing details. Orders are accepted upon successful payment and confirmation/access. We may reject or cancel for fraud, error, misuse, legal restriction or inability to supply; if cancelled after payment without delivery, we refund that product charge.

Delivery is electronic by email, download, account, hosted page or provider. Supply a working email, check spam, download promptly, maintain compatible software and keep backups. Contact us for missing access. Unless expressly promised, purchase covers the offered version, not future updates, bonuses, community access or support. We may substitute a reasonably equivalent delivery method.

Digital products are licensed, not sold. Subject to payment, an individual purchaser receives a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence for their own business, education and implementation. Templates, frameworks, checklists and prompts may be adapted within that business or for direct-client work. Finished client-specific outputs involving your substantial work may be delivered, but source products, editable files or substantially complete libraries cannot be transferred for independent reuse.

Without written permission, do not share, publish, distribute, sell, rent, lend, gift, sublicense or transfer the product, credentials or download links; copy it for additional users without the required team/agency licence; resell, white-label or rebrand it or a substantially similar derivative; use it to build/train/populate a competing product, dataset or AI model; remove proprietary notices; or circumvent access controls or scrape protected content. No ownership or implied licence is transferred. Material licence violations may cause termination without refund, subject to law.

Digital-product sales are final once access, delivery or download begins, except mandatory law or an express checkout guarantee. Contact us for duplicate charges, wrong products or verified delivery problems. We will reasonably attempt correction and provide an appropriate refund if correction is unavailable. Dissatisfaction, non-use, incompatible software or lack of results does not itself create a refund right.

Where UK/EEA consumer withdrawal rules apply, loss of the digital-content withdrawal right requires the legally required express request, consent and acknowledgement at checkout; these Terms alone do not replace that step. Mandatory consumer rights remain unaffected.

Contact us before a chargeback so we can investigate, without limiting non-waivable rights. False or abusive disputes may breach these Terms. Relevant order, delivery, access and communication records may be provided to payment providers.

Emerce or its licensors own software, decision systems, models/rules, frameworks, methods, interfaces, architecture, underlying technology, reusable components and improvements, and protected website/product content. Emerce and Inbox Operating System™ names/marks require permission for use. Customer data and client-specific rights stated above are preserved. All ungranted rights remain reserved.

Do not violate law, sanctions, rights or platform rules; facilitate spam or deception; use unlawfully obtained data; disregard suppression/consent requirements; upload malware or unlawful content; impersonate others; share credentials; gain unauthorized access; attempt to defeat tenant/Brand isolation; extract another customer’s information; abuse APIs or interfere with operation; or conduct probing, penetration testing or other security testing without prior written permission. Do not reverse engineer, decompile or circumvent software restrictions except to the extent a restriction is prohibited by applicable law. Report suspected vulnerabilities privately to hello@emerce.agency.

Links and references do not guarantee or endorse third-party products. Their terms, fees and independent privacy practices apply. Examples, metrics and testimonials illustrate individual experiences rather than promised results. You are responsible for implementation, testing, compliance and business decisions. These Terms create no fiduciary, employment, partnership or joint-venture relationship.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EMERCE DISCLAIMS EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE OR COMPLETE OPERATION, UNIVERSAL COMPATIBILITY OR ANY PARTICULAR RESULT. AI OUTPUTS AND INTEGRATION DATA REQUIRE REVIEW. Mandatory warranties and consumer rights remain unaffected.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMERCE AND ITS OWNER, PERSONNEL, CONTRACTORS AND LICENSORS ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS/REVENUE/BUSINESS/GOODWILL/DATA, BUSINESS INTERRUPTION OR SUBSTITUTE-SERVICE COSTS, INCLUDING LOSSES RELATED TO THIRD-PARTY PLATFORMS, DELIVERABILITY, ACCOUNT ACTIONS OR UNAUTHORIZED ACCESS, EVEN IF ADVISED OF THE POSSIBILITY.

AGGREGATE LIABILITY FOR A DIGITAL PRODUCT DOES NOT EXCEED THE AMOUNT PAID FOR THAT PRODUCT. LIABILITY FOR AGENCY SERVICES DOES NOT EXCEED FEES PAID FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE THREE MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. LIABILITY FOR HOSTED SOFTWARE OR BETA DOES NOT EXCEED THE GREATER OF $100 OR FEES PAID FOR THAT SOFTWARE IN THE THREE MONTHS BEFORE THAT EVENT, UNLESS A CONTROLLING AGREEMENT PROVIDES OTHERWISE.

These limits apply regardless of claim theory but do not limit liability that cannot lawfully be limited, including applicable exceptions for fraud, willful misconduct, gross negligence, death/personal injury or mandatory consumer rights. They do not extinguish non-waivable privacy rights or required regulatory cooperation.

To the extent permitted by law, you will defend, indemnify and hold Emerce and its owner, personnel and contractors harmless from third-party claims and reasonable costs arising from your unlawful/infringing content, data, offers or instructions; breach of these Terms; violations of law/platform rules/rights; or misuse of an Offering. This does not require indemnification to the extent caused by Emerce’s own breach, negligence or willful misconduct.

Emerce provides reasonable notice and cooperation. A settlement admitting fault by or imposing obligations on Emerce requires written consent. Mandatory consumer restrictions apply.

Agency termination follows the Service Agreement. If none applies, either party may terminate an ongoing agency engagement on 30 days’ written notice or promptly for material breach not cured within a reasonable stated period, or unlawful/unsafe conduct. Software cancellation/termination follows its applicable agreement; absent another commitment, you may stop beta use and request closure, and Emerce may end beta access as described above.

Emerce may suspend access for nonpayment, fraud, infringement, material breach, security risk or unlawful conduct. Where practicable, we give notice and a reasonable opportunity to address a remediable issue. Immediate restrictions may be necessary to protect systems, other Brands or legal compliance. We will scope restrictions reasonably where practicable.

After software termination, access ends and integrations may be disconnected. Request any available export before closure; no indefinite access or universal export capability is promised. Retention and deletion follow the Privacy Policy, applicable agreement and law. Disconnect and formal erasure are separate; authorized beta erasure permanently retires the affected scope and requires a new Brand identity for fresh onboarding. Emerce may retain only information justified under the applicable retention/deletion rules, not confidential payloads merely because evidence history is intended to be durable.

Paid licences expressly stated to survive remain effective. Accrued payment, ownership, confidentiality, disclaimers, liability, indemnity and dispute provisions survive as appropriate.

MOST U.S. DISPUTES ARE SUBJECT TO BINDING INDIVIDUAL ARBITRATION AND WAIVER OF JURY TRIALS AND CLASS/REPRESENTATIVE PROCEEDINGS, TO THE EXTENT PERMITTED BY LAW.

Before filing, send written notice with name/contact details, facts, requested relief and good-faith claimed amount to Section 26. Parties attempt resolution for 30 days after receipt; filing deadlines are tolled during that period to the extent permitted.

Except small claims, IP/unauthorized-access claims seeking injunctive relief and non-arbitrable matters, disputes relating to these Terms/Offerings proceed to individual AAA arbitration under the Federal Arbitration Act. Consumer Rules apply to consumers; Commercial Rules to B2B disputes unless an agreement controls. If AAA declines, parties select another recognized provider or a court appoints an arbitrator under 9 U.S.C. § 5.

Consumers may choose video, telephone, documents or their home county as rules permit. Business hearings are in Denver County, Colorado, or remote. The arbitrator may award individual court remedies and issues a reasoned decision. Applicable rules allocate fees; Emerce pays amounts required for enforceability or consumer due process.

CLAIMS MAY BE BROUGHT ONLY INDIVIDUALLY, NOT AS CLASS, COLLECTIVE, CONSOLIDATED, MASS OR REPRESENTATIVE PROCEEDINGS. CLAIMS MAY NOT BE COMBINED WITHOUT ALL PARTIES’ WRITTEN CONSENT, EXCEPT WHERE LAW REQUIRES OTHERWISE.

Opt out of arbitration by mailing a signed notice within 30 days of first accepting these Terms to Section 26, with name, email, mailing address and clear opt-out statement. Other terms remain effective. For court proceedings, jury waiver applies only where enforceable; subject to mandatory law, venue/jurisdiction is in state or federal courts in Denver County, Colorado. Existing controlling dispute agreements and valid prior opt-outs are not overridden.

The Federal Arbitration Act governs arbitration; otherwise Colorado law applies without conflict-of-law rules. Mandatory home-jurisdiction consumer protections remain. The UN Convention on Contracts for the International Sale of Goods does not apply. Where lawful, claims must be brought within one year after accrual; non-waivable limitation periods are unaffected.

We may modify/discontinue Offerings and update Terms prospectively with a new effective date. Material changes receive additional notice or renewed acceptance where required. Changes do not retroactively alter accrued obligations or accepted agreements. Continued use constitutes acceptance only to the extent legally effective. Materially expanded integration or execution permissions require appropriate authorization.

Neither party is liable for delay/failure beyond reasonable control, including utility/internet failures, platform outages, cyberattacks, disasters, war, epidemic, labor disputes or government action. This does not excuse payment for completed work or delivered products or non-waivable legal duties.

Unenforceable provisions are narrowed where permitted; remaining terms survive. If a class waiver is unenforceable for a claim, it proceeds in court rather than class arbitration. Waivers must be written and are not continuing. You may not assign without consent; Emerce may assign in a reorganization or transfer of the business/assets subject to applicable law, agreements and privacy safeguards. A future separate software entity is not the current contracting entity.

Headings are for convenience; “including” is non-exclusive. Electronic signatures/records are valid where law permits. These Terms, applicable product terms and controlling agreements form the agreement on their subject; the Privacy Policy describes information practices.

Nothing excludes non-waivable consumer, privacy, data-protection or other legal rights. Contractual protections apply only as far as law permits.

Emerce Agency LLC

Email: hello@emerce.agency

Mail: 1630 Welton St, Denver, CO 80202, United States

Website: https://emerce.agency/

Formal breach, indemnity, arbitration opt-out and dispute notices must also be sent by tracked mail or recognized courier. Routine support, security and privacy requests may be emailed. Mandatory lawful notice methods remain available.