Terms of Service

Master Subscription Agreement

Last revised on: September 17, 2024

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE - THIS IS A BINDING CONTRACT.

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This Master Subscription Agreement (the “Agreement”) is a binding agreement between Minot Commerce Inc., a Delaware corporation (“Minot Commerce”, “Goodwit Commerce”, “We”, “Us”, or “Company”) and the party subscribing to the services under this agreement, either an individual or a legal entity (“You” or “Customer”). Collectively the Company and the Customer constitute the parties (“Parties”) and are each individually a party (“Party”).

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By clicking the button during the sign up process to accept the terms and/or by signing up for the services and/or by using the services or any part thereof, or accepting any modification to this agreement in accordance with the Terms of Service below, you acknowledge and agree that you have read, understand, and agree to be bound by the terms of this agreement and any other applicable laws, to the exclusion of all other terms. Any reference to this agreement includes any and all terms and documents incorporated by reference, including, but not limited to, the Company’s Website Terms of Use and Privacy Policy.

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If you do not have the legal authority to enter into this agreement or if you do not agree with the terms of this agreement in full, you must decline these terms and immediately cease any further use of the services.

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WHEREAS, Company and Customer desire to enter into a business relationship, the following sets forth the Terms and Conditions (“Terms”) of the commercial relationship. By using the Service, you agree to be bound by the Terms.

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Definitions. For the purpose of these Terms, the following terms shall be defined as follows:
1. Services means the professional services provided by the Company, including, but not limited to, operational support and strategic advice in the field of e-Commerce.
2. Data means any information shared by the Customer with the Company to support the registration, billing, and/or provision of services, as well as any information generated in, derived from, and/or shared during the provision of services by the Company or the Customer.
3. Subscription means the provision of the Services in exchange for consideration for a specific period of time, either a month or annual.
4. Website refers collectively to the website accessible at www.goodwitcommerce.com and the Customer Portal.
5. Customer Portal means the website accessible to Customers, at www.portal.goodwitcommerce.com, that assists in the facilitation of service requests by the Customer and provision of services by the Company.
6. End User means the individuals engaging with the Company on behalf of the Customer, including as it relates to access to the Customer Portal.
7. Tasks refers to service requests to complete a specific change, activity, or issue resolution submitted by the Customer to the Company.
Acceptance of Terms
1. Bound by Agreement. By using any of our Services, You acknowledge that You have read, understand and agree to be bound by this Agreement and referenced terms and documents, including the Website Terms of Use and Privacy Policy.
2. Right to Modify. Goodwit Commerce reserves the right to modify this Agreement or any other terms at any time by posting a revised version of this Agreement or other terms on the Website. The revised Agreement or terms shall be effective upon posting and remain effective going forward until further modified according to these terms. By continuing to use or receive the Services after the effective date of any revisions to this Agreement or any other terms, you agree to be bound by the revised Agreement or any other terms. It is your responsibility to check the Website regularly for changes to this Agreement or other terms, as applicable.
3. Legal Authority. By entering into this Agreement on behalf of a legal entity, you represent and warrant that you have legal authority to bind the entity to this Agreement. Each Party represents and warrants that by entering into this Agreement, it will not violate, conflict with or cause a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien or encumbrance to which it is a party or by which it or any of its property is or may become subject or bound.
4. Of Age. Customers and End Users must be at least 18 years old to use the Service. By agreeing to this Agreement, You represent and warrant to Us that you are at least 18 years old.
5. Permitted User. By agreeing to this Agreement you represent and warrant that you have not previously been suspended or removed from the Service by the Company.
6. Compliant Use. By agreeing to this Agreement, you represent and warrant that your use of the Service is in compliance and any and all applicable laws and regulations.
Term & Termination
1. Term. The term (“Term”) begins upon completion of the registration and payment for the Subscription (“Effective Date”). The term shall last for a period of one calendar month or one calendar year (the “Billing Period”), depending on the Subscription term selected during registration. Subscriptions require a minimum commitment of one Term and must be paid in full by credit card or other accepted payment methods prior to accessing the Service for the first time and prior to any subsequent renewals.
2. Automatic Renewal & Cancellation of Subscription. Your Subscription will automatically renew for additional Terms indefinitely unless and until you cancel your subscription. In order to cancel your subscription and prevent automatic renewal, you must email Us at legal@goodwitcommerce.com prior to the start of the next billing period. In order to avoid a renewal charge on your account, subscriptions must be canceled with at least seven (7) days prior written notice. Any written cancellation requests received within seven (7) days or fewer of your renewal date may result in a renewal charge on your account, which may be eligible for a refund.
3. Termination by Customer. You may cancel your subscription at any time if the Company breaches this Agreement and fails to remedy the breach within seven (7) days upon written notice to legal@goodwitcommerce.com. Terminations will be eligible for pro rata refunds for the portion of the Billing Period that has not yet passed at the time of termination.
4. Termination by Company. Company reserves the right to terminate this Agreement and cease provision of services to the Customer at any time. Customers that are subject to termination by Company for breach of this Agreement shall not be eligible for a refund. Customers that are terminated without cause shall be eligible for a pro rata refund for the portion of the Billing Period that has not yet passed at the time of termination.
Payment
1. Payment of Fees. Customer agrees to pay the Subscription Fee (“Fees” or “Fee”) specified at the time of purchase. All fees are in U.S. Dollars and are non-refundable, unless otherwise specified. You authorize the Company to periodically charge all payments due on or before the payment due date, based on the Term and Automatic Renewal specified below. Customer acknowledges and agrees that Company will continue to charge the authorized payment method for all applicable Fees until any and all outstanding Fees have been paid in full.
2. Valid Payment Method. Customer must maintain a valid credit card on file with our payment processor at all times to qualify for renewals. Services will be terminated at the end of the Bill Period if a valid payment method is not maintained. Customers are responsible for fees, charges, or expenses (including attorneys’ fees) that are incidental to any chargeback or the collection of unpaid amounts.
3. Promotional Pricing. Company, at its sole discretion, may make promotional offers with different features and different pricing to any of Company’s customers. These promotional offers, unless made to You, will not apply to your offer or this Agreement.
4. Pricing Changes. Company may provide pricing or the features associated with Our Services. Price changes and material feature changes will be communicated to Customers by email and/or on Our Website.
5. Taxes. All Fees and other amounts payable by Customer under or pursuant to this Agreement are exclusive of taxes and similar assessment. Customer is solely responsible for all sales, use and excise taxes, and any other similar taxes, duties, and charges.
6. Refunds. Company reserves the right to issue or deny any refunds, including, but not limited to, money back guarantees, at its sole discretion.
Provision of Services
1. Authorization to Represent. The provision of Services may require us to (a) take actions in Your Amazon Seller Central account and/or other accounts that you grant us access to and (b) engage with Amazon and/or other third party support teams. You authorize Us to take such actions and represent You with support teams as necessary to provide the Services.
2. Third Parties. Company may utilize third-party services, including but not limited to software and online payment systems, to deliver its Services to Customer. Company shall not be held liable for any failures caused by these third-party services, which are outside of Company’s control, including any security breaches or loss of data that may result from the use of these third-party services.
3. Subcontractors. Company may utilize one or more subcontractors or other third parties to perform its duties under this Agreement so long as Company remains responsible for all of its obligations under this Agreement.
4. Data Protection. The safety of your Data is a priority to Us. You can find more information about how We protect and handle Your Data in Our Privacy Policy which can be found on our Website. We are obligated to observe and are working in accordance with the data protection laws of the United States and any other jurisdictions in which We operate. In the event Your Data has been breached, You will be promptly notified of the nature and scope of such breach and We will immediately initiate remedial actions consistent with industry standards.
5. Consent to Communications. You consent to receiving electronic communications and/or phone calls from Us. You email us at legal@goodwitcommerce.com to opt out of receiving marketing communications. We reserve the right to continue to send communications that support the provision of Services and/or are necessary to provide notice under this Agreement.
6. Simultaneous Tasks. As outlined on the Website or described in the features of the Service, the number of simultaneous Tasks may be limited. Additional Tasks created by the Customer in excess of the limit will remain in the queue to be completed in the future.
7. Completion of Tasks. Company does not make any guarantee that any or all tasks can or will be completed. Company will take commercially reasonable efforts to complete all Tasks included in the Services. The Company will inform the Customer of Tasks that cannot be completed and may provide recommendations of alternate options, if applicable.
8. Completion Timeline & Incomplete Tasks. Company makes no representation or warranty that Tasks will be completed within a specific timeframe. Any timelines communicated to Customers are a good faith estimate and do not represent a guarantee. Any uncompleted tasks or open tickets at the end of a billing period will only remain open and carryover to the next billing period, if the Customer renews for the same or higher plan for the subsequent billing period. Any Tasks that are not complete upon termination will be canceled and not completed. The Company shall not be liable for any uncompleted Tasks or tickets.
Customer Responsibilities
1. Accurate Data. In order to use the Service, You must provide certain information during registration and on an ongoing basis about yourself and/or your business, such as your legal full name, a valid email address, company’s name, mailing address, phone number, credit card information, billing address, zip code, e-mail address, business activity details (collectively, your “Account Data”). You agree to provide true, accurate, current, complete and up-to-date information and to promptly update this information as needed. If You provide any information that is untrue, inaccurate, non-current or incomplete, or We have reasonable grounds to suspect that such information is untrue, inaccurate, non-current or incomplete, then We have the right to terminate or refuse any and all current or future access or use of the Service (or any portion thereof).
2. Account Access. In order to use the Service, We will require access to your Amazon Seller Central account and/or other ecommerce marketplace accounts. You agree to grant Us access and necessary permissions. Any failure to do so, may result in the delay or inability to deliver Services in a timely manner or at all.
3. Account Health. In order for the Company to perform Service, you must maintain an Amazon Seller Central account in good standing and remain in full compliance with all of Amazon’s Terms of Use and other policies.
4. Compliance with Laws and Regulations. It is Your sole responsibility to monitor Your company’s compliance with and adhere to any and all applicable laws, including, but not limited to, local, regional, national, and international laws, rules and regulations, when using Our Services. None of the Services provided by Company shall be construed in any way as legal advice. Customer should consult their own legal counsel regarding Customer’s compliance with laws, rules, or regulations.
5. Compliance with Amazon Policy. It is Your sole responsibility to ensure Your company’s compliance with all terms and policies of Amazon and other ecommerce marketplaces.
6. Protection of Login Credentials. Your User login for the Customer Portal may only be used by one person. You may not, and You must ensure that your Authorized Users do not share your Account with any users who are not authorized. You are solely liable for any claims, damages, losses, costs, or other liabilities resulting from or caused by any failure to keep your Account Data and the security questions and responses confidential, whether such failure occurs with or without your knowledge or consent. You agree to notify us immediately of any suspected or actual unauthorized access to or use of your Account Data or any other breach of your Account security.
7. Authorized Users. You are responsible for ensuring that requests to add additional users to access Your account are restricted to individuals permitted by Your business to have access to Data as authorized users (“Authorized Users”). Each User login associated with a Customer’s account will have access to all Data for the Customer. You are responsible for all activities that occur through your Account and You are responsible and liable for ensuring that your Authorized Users (or anyone else using your accounts) comply with the terms of this Agreement. You are responsible to keep secure Your login credentials and those of your Authorized Users. Please notify us immediately of any unauthorized use of your Account or any other breach of security. Customer agrees to use commercially reasonable efforts to ensure that all Users of the Services hereunder comply with the terms and conditions set out in this Agreement. You will be held responsible for the actions of Your employees, contractors, agents or any other Authorized Users that you permit to access and use our Services.
Acceptable Use
1. Fair Use Policy. Pricing for some Service plans may include an “Unlimited” number of simultaneous Tasks. It shall be understood by the Customer that “Unlimited” shall apply only to a commercially reasonable number of simultaneous Task requests. The Company will use commercially reasonable efforts to complete each of Customer’s Tasks or Service requests within a commercially reasonable time period. The Company reserves the right to cancel or postpone processing of excessive or commercially unreasonable open tickets or Tasks from a particular Customer during a particular billing period.
2. Internal Use Only. All Services furnished to Customer under this Agreement, including the Data derived from use of Services, shall be used by Customer only for Customer’s internal business purposes, shall not be reproduced or copied in whole or in part. You shall not (a) copy, modify, alter, or create derivative works from the Services; (b) lease, rent, distribute, or resell the Services or any Data derived from the use of the Services; (c) or use the Services or exploit any part of the Services as the basis for creating a competing solution (or assisting a third party to do so).
3. No Scraping. You shall not use any robot, spider, crawler, or other automated and/or manual process to monitor, scrape, or copy any content or Data from Company’s Website.
Disclaimer of Warranty
1. As Is, Without Warranty. You agree that your use of the Services is at your sole risk and acknowledge that the Services are provided "AS IS" and that COMPANY MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, ANY RELATED SERVICE OR SOFTWARE. COMPANY HEREBY EXPRESSLY DISCLAIMS, TO THE EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN A STATEMENT OF SERVICE, COMPANY DOES NOT WARRANT THAT ACCESS TO THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. NO ORAL OR WRITTEN INFORMATION GIVEN BY COMPANY, ITS EMPLOYEES, LICENSORS, OR THE LIKE WILL CREATE A WARRANTY. TO THE EXTENT THAT COMPANY CANNOT DISCLAIM A WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
2. Your Requirements. Without limiting the foregoing, Company expressly disclaims any warranty that the Services will meet your requirements. You assume responsibility for selecting the Services to achieve your intended results, and for the results obtained from your use of the Services. You shall bear the entire risk as to the quality and the performance of the Services. This disclaimer applies to any expenses, damages or injury, regardless of the cause, whether for breach of contract, strict liability, tortuous behavior, negligence, or for any other cause of action.
3. Third Party Data. Some data and information shared in the provision of Services may be sourced from third parties, including information compiled from Amazon and/or other sources. Company is not in a position to verify this information and does not warrant that such information is true or accurate. Company will not be liable for any errors or omissions in this information. Company will not be liable for any losses, injuries, or damages from the display or use of this Data or information.
Limitation of Liability
1. Not Liable for Damages. UNDER NO CIRCUMSTANCES WILL COMPANY OR ANYONE ELSE INVOLVED IN ADMINISTERING, DISTRIBUTING, OR PROVIDING THE SERVICES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR LOST PROFITS, OR DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPANY’S RECORDS, PROGRAMS OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. Limit of Liability. IN THE EVENT OF ANY BREACH BY COMPANY OF THIS AGREEMENT, COMPANY’S LIABILITY TO CUSTOMER WILL NOT EXCEED THE AMOUNT PAID TO COMPANY BY CUSTOMER DURING THE PREVIOUS THREE MONTHS. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO COMPANY FOR ACCESS TO OR USE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES AND EXCLUSION OF CERTAIN DAMAGES SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
3. Amazon Platform. Company is not responsible or liable in any way for any issues or problems with any Amazon products or services as a result of the use of Services.
4. Not Expressly Provided. Any liability not expressly provided for in this Agreement shall be disclaimed.
Indemnification
1. By Customer. Customer agrees to defend, indemnify, and hold harmless Company, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or in any way connected with Customer's access to or use of the Services or Data, including, but not limited to, illicit use of the Services or Data by You, Your Authorized Users, employees, contractors, and/or agents.
Ownership Rights
1. Intellectual Property. Nothing in this Agreement shall be interpreted as granting any license of intellectual property rights to you. Nothing in this Agreement shall transfer any rights in or to the Services other than those rights specifically contained in this Agreement. The Company retains all rights to their proprietary tools, methodologies, and processes used in the performance of the Services.
2. Marketing Materials. You agree to permit Company to list You and/or your company as a customer of Goodwit Commerce in marketing and promotional materials online and offline and hereby grant Company a limited license to display images and text of work performed on your behalf in Goodwit Commerce’s portfolio for the purpose of marketing Goodwit Commerce’s services, without further approval from You or your company. To request exclusion from marketing materials, please email legal@goodwitcommerce.com.
3. Feedback. All User submitted comments, suggestions, and feedback shall become the property of Company and no compensation shall be paid to Users who submit comments, suggestions, or feedback regarding the Services. You hereby grant to Goodwit Commerce a non-exclusive, fully paid, royalty-free, perpetual and irrevocable license to exploit the comments, suggestions, and feedback in any manner and for any purpose. This license is granted in perpetuity and shall survive termination of this Agreement.
Amazon
1. Amazon. Amazon and Amazon Seller Central are trademarks of Amazon. Company is not owned by, affiliated with, associated with, or endorsed by Amazon.
2. Amazon Tools & Policies. By using the Service, you hereby acknowledge that possibility tools provided by Amazon, including, but not limited to, Seller Support and Seller Central, and Amazon policies may limit the ability to render Service and complete certain Tasks. You agree to assume such risk as a condition of this Agreement.
Miscellaneous
1. Notice. All notices between the parties, except as otherwise expressly set forth in this agreement, will be effective if it is in writing and sent by email as follows:
  To Company: legal@goodwitcommerce.com
  To Customer: to the email address provided at sign up
  You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements.
2. Jurisdiction & Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles.
3. No Class Action. Customer agrees that the making of claims or resolution of disputes pursuant to this Agreement shall be in Customer’s individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.
4. Force Majeure. Company will not be liable to you for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to: (a) planned downtime, or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation: natural disasters, fire, storm, flood, earthquake, adverse weather conditions, pandemic, explosions, acts of God, terrorism or the threat thereof, nuclear, chemical or biological contamination, compliance with any law, governmental controls, restrictions or prohibitions, general strikes, lock-outs, industrial action or employment dispute not caused by or specific or limited to the affected party, protests, public disorder, general interruptions in communications or power supply, acts of hackers including denial of service (DDoS) attacks, acts of any internet service provider (ISP) or any other third party or acts or omissions of any Customer or Authorized User.
5. Assignment. This Agreement may not be assigned, sublicensed or transferred, in whole or in part, by Customer without the prior written consent of Company. Company may assign all of its rights and obligations under this Agreement without the consent of the Customer in the event that Company shall hereafter effect a corporate reorganization, consolidate with, or merge into, any other entity or transfer all or substantially all of its properties or assets to any entity.
6. Severability. If any part of this Agreement is found by a court of competent jurisdiction to be entirely or partly invalid or unenforceable, this shall not affect the validity and enforceability of all other provisions of this Agreement. The invalid or unenforceable provision shall be replaced with the relevant valid and enforceable provision that as closely as possible reflects the intention that the Parties pursued with the invalid or unenforceable provision.
7. Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such Party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
8. Amendments. Any amendments or modifications to this Agreement must be in writing and signed by both parties.
9. Survival. Sections 10 (Indemnity), 11 (Ownership Rights), and 13 (Miscellaneous) shall survive any termination or expiration of this Agreement. All other rights and obligations shall be of no further force or effect.
10. Convenience. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
11. Syntax. Throughout this Agreement, the singular shall include the plural and the plural shall include the singular, all genders shall be deemed to include other genders, wherever the context so requires, and the terms “including,” “include” or derivatives thereof, unless otherwise specified, shall be interpreted in as broad a sense as possible to mean “including, but not limited to,” or “including, by way of example and not limitation.”
12. Entire Agreement. This Agreement, including Our Website’s Privacy Policy and Terms of Use, comprise the entire agreement between the Company and Customer with respect to the Services and supersede all prior representations, agreements and understandings, written or oral.

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If You have any questions regarding this Agreement, please contact Goodwit Commerce at legal@goodwitcommerce.com.

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