Terms of Use, Services and Digital Product Sales

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

Effective date: July 27, 2026

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

These Terms of Use, Services and Digital Product Sales ("Terms") are a legally binding agreement between you and Emerce Agency LLC ("Emerce," "we," "us" or "our"). They govern your access to emerce.agency, ios.emerce.agency, related checkout and download pages, the Inbox Operating System™ ("IOS"), other digital products, and freelance, consulting or related services (collectively, the "Offerings").

1. Agreement and Order of Precedence

By accessing a site, submitting an inquiry, clicking a button indicating acceptance, purchasing or downloading a digital product, or using an Offering, you agree to these Terms and our Privacy Policy. If you do not agree, do not use or purchase the Offerings.

A signed proposal, master services agreement, statement of work, order form or other written agreement accepted by Emerce (each, a "Service Agreement") may include additional or different terms. If there is a conflict, the Service Agreement controls for that engagement, followed by the applicable checkout or product-page terms, then these Terms. Marketing copy does not override a Service Agreement or checkout term.

2. Eligibility and Authority

You must be at least 18 and legally able to enter a contract. If you use an Offering for a company or another person, you represent that you have authority to bind them, and "you" includes that entity. The Offerings are not directed to children.

3. Website Information and No Professional Advice

Website, newsletter, social-media and digital-product content is provided for general educational and informational purposes. It is not legal, tax, financial, accounting or other regulated professional advice. Email, SMS, advertising, privacy and consumer-protection requirements vary by jurisdiction and change over time. You are responsible for obtaining qualified advice and deciding whether and how to act.

4. Freelance and Consulting Services

Engagement and Scope

Submitting an inquiry does not require either party to proceed. Services begin only when Emerce accepts an engagement. The scope, deliverables, timing, fees, communication process, revisions and termination rights are governed by the Service Agreement. If no Service Agreement addresses a point, this Section applies.

Client Responsibilities

You will timely:

Provide accurate information, lawful instructions, brand rules, claims support, offers, prices, deadlines, approvals, platform access and materials reasonably needed for the work.

Use secure delegated access where available, protect credentials and promptly remove access when no longer needed.

Review deliverables and provide clear, consolidated feedback. Unless otherwise agreed, you remain responsible for final approval before anything is published or sent.

Ensure that customer and prospect data, mailing lists, tracking, testimonials, promotions, claims, offers, email and SMS programs comply with applicable law, platform rules, your privacy policy and your contractual obligations.

Maintain valid permissions and suppression records and not instruct Emerce to email or text people without the required consent or contrary to an opt-out, suppression or do-not-contact request.

Avoid providing sensitive, regulated or unnecessary personal information unless expressly agreed in writing with appropriate safeguards.

Emerce may pause or refuse work that we reasonably believe is unlawful, deceptive, unsafe, outside scope or inconsistent with platform rules. A client delay, missing approval or access problem may extend deadlines and does not excuse fees for reserved or completed work.

Fees, Expenses, Taxes and Payment

Fees, expenses and payment timing are stated in the Service Agreement or invoice. Unless another written term applies, invoices are due within seven days, fees are stated in U.S. dollars, and you are responsible for applicable sales, use, VAT or similar taxes other than taxes on our net income. We may suspend services or withhold undelivered work for overdue undisputed amounts after reasonable notice. You remain responsible for fees earned, approved expenses and non-cancellable commitments through the effective termination date.

Third-Party Platforms

Services may depend on platforms such as Klaviyo, Shopify, email/SMS providers, analytics, design or collaboration tools. Those services are controlled by third parties. You are responsible for your accounts, subscriptions, platform terms, data and backups. Emerce is not responsible for third-party outages, suspensions, API changes, deliverability decisions, algorithm changes, data loss or conduct outside our reasonable control.

Ownership of Service Work

You retain ownership of materials you provide. After full payment, and subject to the Service Agreement, you own the final, client-specific deliverables expressly created for you. Emerce retains all rights in pre-existing and general know-how, processes, systems, concepts, templates, tools, prompts, methods, frameworks, software, reusable components and improvements ("Background Materials"), including materials used across engagements. To the extent Background Materials are embedded in a paid final deliverable, Emerce grants you a perpetual, non-exclusive, worldwide licence to use them only as part of that deliverable for your internal business and marketing operations. Drafts, unused concepts and working files are not deliverables unless expressly listed.

Confidentiality

Each party will use reasonable care to protect non-public information disclosed by the other and will use it only for the engagement. This duty does not apply to information that is public without breach, already lawfully known, independently developed or lawfully received without a confidentiality duty. A party may disclose information when legally required after giving notice where legally permitted. More specific confidentiality terms in a Service Agreement control.

No Guaranteed Results

Marketing outcomes depend on many factors outside Emerce's control, including your products, pricing, offer, traffic, list quality, reputation, platform decisions, market conditions and your implementation. Emerce does not guarantee revenue, profit, deliverability, inbox placement, open or click rates, conversion rates, rankings, growth or any other result.

5. Digital Product Orders

Product descriptions, included files, price, currency and any stated access period are shown at checkout. Prices and availability may change prospectively. You authorize the payment provider to charge the displayed total, including applicable taxes. You represent that the payment method is authorized and that billing information is accurate.

An order is accepted when payment is successfully processed and we provide confirmation or access. We may reject, cancel or limit an order for suspected fraud, pricing error, misuse, legal restriction or inability to supply. If we cancel after payment without delivering the product, we will refund the amount charged for that product.

6. Delivery and Access

Digital products are delivered electronically through an email, download link, account, hosted page or third-party platform. You are responsible for providing a working email address, checking spam folders, downloading files promptly, maintaining compatible software and keeping your own backup. Contact us if access information does not arrive within a reasonable period.

Unless the product page expressly promises ongoing access, a purchase provides the version and materials offered at the time of purchase. Future updates, new formats, bonuses, community access or support are not included unless expressly stated. We may replace a delivery method with a reasonably equivalent method.

7. Digital Product Licence

Digital products are licensed, not sold. Subject to payment and these Terms, Emerce grants the individual purchaser a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to download, access and use the product for the purchaser's own business, education and internal implementation.

If the product includes templates, checklists, frameworks or prompts, you may adapt and apply them inside your own business and, if you are a service provider, in work performed for your direct clients. You may deliver a finished, client-specific output created through your own substantial work, but you may not give a client or any other person the source product, editable files, substantially complete template library or a right to reuse the product independently.

Unless Emerce gives prior written permission, you may not:

Share, distribute, upload, publish, sublicense, sell, rent, lend, gift or transfer the product, access credentials or download link.

Copy the product for multiple users, team members, affiliates or clients. Each user requires a separate licence unless a team or agency licence is expressly purchased.

Resell, white-label, rebrand or offer the product or a substantially similar derivative as your own product, course, membership, resource library or service deliverable.

Use the product to build, train, populate or improve a competing product, template pack, dataset, knowledge base, software system or artificial-intelligence model.

Remove copyright, trademark, attribution, access-control or proprietary notices.

Circumvent access restrictions, scrape protected content or facilitate another person's prohibited use.

No ownership or implied licence is transferred. Emerce may suspend or terminate access for a material licence violation without refund, in addition to other remedies.

8. Refunds and Digital Withdrawal Rights

Because digital products are made available immediately and cannot be returned, all digital product sales are final and non-refundable once access, delivery or download begins, except where required by law or where we expressly state a different written guarantee at checkout.

If you are charged twice, receive the wrong product or cannot access a product because of a verified technical problem on our side, contact us promptly. We will use reasonable efforts to correct delivery and, if we cannot, provide an appropriate refund. Dissatisfaction, failure to use the product, change of mind, lack of compatible software or a failure to achieve a desired result does not by itself entitle you to a refund.

If UK or EEA consumer law gives you a cancellation right for digital content, you expressly request immediate performance when you purchase and acknowledge that your cancellation or withdrawal right is lost once supply or download begins, to the extent the law permits. The checkout must obtain any separate express consent and acknowledgement required by applicable law. Nothing in these Terms excludes a mandatory consumer right.

9. Chargebacks and Payment Disputes

Before filing a chargeback or payment dispute, please contact us so we can investigate. This does not limit any non-waivable right. Knowingly filing a false or abusive dispute after receiving a product or service may violate these Terms. We may provide the payment provider with order, delivery, download, licence and communication records relevant to a dispute.

10. Intellectual Property

The Offerings and their text, graphics, videos, files, systems, selection, arrangement, trademarks, trade dress and other content are owned by Emerce or its licensors and protected by intellectual-property laws. Emerce, the Emerce name and logo, Inbox Operating System™ and related names and marks may not be used without prior written permission. Except for the limited licences expressly granted, all rights are reserved.

11. Content You Submit

You retain ownership of content you submit. You grant Emerce a non-exclusive, worldwide, royalty-free licence to host, copy, modify and use that content only as reasonably necessary to respond to you, provide the requested Offering, operate and secure the business, and comply with law. You represent that you have the rights and permissions needed for our use and that the content and instructions do not infringe rights or violate law.

We will use a testimonial, endorsement, logo or identifiable case study in public marketing only with permission or as otherwise allowed by a controlling Service Agreement. We may make minor edits for length, grammar or format without changing the substance.

12. Acceptable Use

You may not use an Offering to:

Violate law, regulations, sanctions, third-party rights or platform rules.

Send spam; facilitate deceptive marketing; use unlawfully obtained data; ignore consent, unsubscribe, suppression or do-not-contact requirements; or make false or unsubstantiated claims.

Upload malware, probe security, interfere with operation, impersonate another person, misrepresent affiliation or gain unauthorized access.

Harvest information, scrape protected content, automate excessive requests or use the Offerings to compete unfairly with Emerce.

Engage in harassment, fraud, infringement or other harmful, deceptive or abusive conduct.

13. Third-Party Links, Tools and Content

References or links to third-party products, platforms or resources do not constitute a warranty or endorsement. Third-party terms, fees, privacy practices and availability apply. Emerce is not responsible for third-party services or for loss caused by your reliance on them.

14. Educational, Performance and Earnings Disclaimer

Examples, metrics, testimonials and case studies illustrate particular experiences and are not a promise that you will achieve the same or any result. Results vary and may not be typical. You are solely responsible for decisions, implementation, testing, compliance, costs and outcomes. No statement creates a fiduciary, employment, partnership, joint-venture or agency relationship.

15. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OFFERINGS ARE PROVIDED "AS IS" AND "AS AVAILABLE." EMERCE DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT AN OFFERING WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPLETE, COMPATIBLE WITH EVERY SYSTEM OR ACHIEVE A PARTICULAR RESULT.

Some jurisdictions do not allow certain disclaimers, so they apply only to the extent permitted. Mandatory consumer guarantees remain unaffected.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMERCE AND ITS OWNER, PERSONNEL, CONTRACTORS AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, SALES, SAVINGS, BUSINESS, GOODWILL OR DATA; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR LOSSES ARISING FROM THIRD-PARTY PLATFORMS, DELIVERABILITY, ACCOUNT ACTIONS OR UNAUTHORIZED ACCESS, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMERCE'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO A DIGITAL PRODUCT WILL NOT EXCEED THE AMOUNT YOU PAID FOR THAT PRODUCT. LIABILITY ARISING FROM SERVICES WILL NOT EXCEED THE FEES YOU PAID TO EMERCE FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE THREE MONTHS BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY.

The exclusions and caps do not apply to liability that cannot lawfully be limited, which may include fraud, willful misconduct, gross negligence, death or personal injury caused by negligence, or violation of mandatory consumer rights. The limitations are an essential basis of the bargain and apply regardless of the theory of liability.

17. Indemnification

To the maximum extent permitted by law, you will defend, indemnify and hold harmless Emerce and its owner, personnel and contractors from third-party claims, losses, liabilities, judgments, penalties, costs and reasonable legal fees arising from: (a) your content, data, products, offers or instructions; (b) your breach of these Terms or a Service Agreement; (c) your violation of law, platform rules or another person's rights; or (d) your implementation or misuse of an Offering. Emerce will give reasonable notice and cooperation, and you may not settle a claim in a way that admits fault by or imposes an obligation on Emerce without written consent. This Section does not require a consumer to indemnify Emerce where prohibited by law.

18. Suspension and Termination

You may stop using the website at any time. Service termination is governed by the Service Agreement; if none applies, either party may terminate an ongoing service engagement on 30 days' written notice, and either party may terminate promptly for a material breach not cured within a reasonable stated period or for unlawful or unsafe conduct. Emerce may suspend site, product or service access for nonpayment, fraud, security risk, infringement or material breach.

On termination, rights granted to you end except for fully paid licences expressly stated to survive, and you must stop prohibited use. Payment obligations and provisions that by nature should survive—including ownership, confidentiality, disclaimers, liability limits, indemnity and dispute terms—will survive.

19. Dispute Resolution; Arbitration; Class Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST U.S. DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND WAIVES JURY TRIALS AND CLASS OR REPRESENTATIVE ACTIONS.

Informal Resolution

Before filing a claim, the claimant must send a written notice describing the claimant's name and contact information, the facts, the requested relief and a good-faith calculation of the amount claimed. Send notice to the address in Section 25. The parties will try in good faith to resolve the dispute for 30 days after receipt. Any filing deadline is tolled during that period to the extent permitted by law.

Binding Individual Arbitration

Except for small-claims matters, intellectual-property or unauthorized-access claims seeking injunctive relief, and disputes that cannot lawfully be arbitrated, any dispute arising from or relating to these Terms or the Offerings will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under the Federal Arbitration Act. AAA Consumer Arbitration Rules apply to a consumer; AAA Commercial Arbitration Rules apply to a business-to-business dispute, unless a controlling Service Agreement states otherwise. If AAA will not administer the matter, the parties will select another recognized provider or a court will appoint an arbitrator under 9 U.S.C. § 5.

A consumer may choose a hearing by video, telephone, documents or in the county where the consumer lives, as the applicable rules permit. Business hearings will take place in Denver County, Colorado, or remotely. The arbitrator may award the same individual remedies a court could award and will issue a reasoned written decision. Fees will be allocated under the applicable rules, except Emerce will pay amounts required for enforceability or consumer due process.

No Class Proceedings

CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. NEITHER PARTY MAY PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS OR REPRESENTATIVE ACTION OR ARBITRATION. THE ARBITRATOR MAY NOT COMBINE CLAIMS OR PRESIDE OVER A REPRESENTATIVE PROCEEDING WITHOUT ALL PARTIES' WRITTEN CONSENT.

30-Day Arbitration Opt-Out

You may opt out of this arbitration agreement by mailing a signed notice to Emerce at the address in Section 25 within 30 days after you first accept these Terms. Include your full name, email address, mailing address and a clear statement that you opt out of arbitration. Opting out affects only this arbitration agreement and not the remaining Terms.

Court Proceedings

If a dispute proceeds in court, each party waives a jury trial to the extent permitted by law. Subject to mandatory consumer law, exclusive jurisdiction and venue will be the state or federal courts located in Denver County, Colorado.

20. Governing Law

The Federal Arbitration Act governs Section 19. Otherwise, Colorado law governs without regard to conflict-of-law rules. This choice does not deprive a consumer of mandatory protections of the consumer's home jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21. Time Limit for Claims

To the extent permitted by law, a claim must be brought within one year after it accrued or it is permanently barred. This Section does not shorten a mandatory limitation period that cannot be waived.

22. Changes to the Offerings and Terms

We may modify or discontinue an Offering and may update these Terms prospectively. The revised Terms will be posted with a new effective date. We will provide additional notice or obtain renewed acceptance where required for a material change. Changes do not retroactively alter accrued payment obligations or an accepted Service Agreement. Continued use after the effective date constitutes acceptance to the extent permitted by law.

23. Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including internet or utility failure, platform outage, cyberattack, labor dispute, natural disaster, war, terrorism, epidemic, government action or widespread service disruption. This does not excuse payment for work already performed or products already delivered.

24. General Terms

If any provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains effective; however, if the class-action waiver in Section 19 is unenforceable as to a particular claim, that claim must proceed in court rather than class arbitration. A waiver must be in writing and is not a continuing waiver. You may not assign these Terms without our consent; Emerce may assign them in connection with a reorganization, financing or transfer of the business or relevant assets. Headings are for convenience. "Including" means "including without limitation." Electronic records and signatures are valid. These Terms, the Privacy Policy, checkout terms and any controlling Service Agreement are the entire agreement on their subject.

25. Contact and Legal Notices

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 nationally recognized courier to the mailing address above. Routine support and privacy requests may be sent by email.