Last Updated: April 14, 2025
These Terms of Sale form a legal contract between you and Merch.ai and govern your purchase of services from Merch.ai. By purchasing services from Merch.ai, including by subscribing to a Merch.ai subscription plan, you are agreeing to be bound by these Terms of Sale. Merch.ai may update these Terms of Sale from time to time. We will post updated Terms of Sale on our website. If you have an active Merch.ai subscription, we will notify you of updates to these Terms of Sale via the contact information you provided us. By continuing your subscription to Merch.ai services, you agree to any modifications to these Terms of Sale. Your failure to timely comply with these Terms of Sale, may result in immediate suspension or termination of the Services.
The terms “Merch.ai,” “we,” “our,” and “us” refer to Merch.AI, Inc. All references to “Customer”, “you” and “your” in these Terms of Sale mean the person accepting these Terms of Sale as an individual or the legal entity on behalf of which the person accepting these Terms is acting.
1. Services and Fees
You must sign up for a Merch.ai subscription to receive services (the “Services”). You must provide credit card payment information, and you hereby authorize Merch.ai to charge your credit card for payment of all fees for Services. Merch.ai reserves the right to charge a 3% credit card processing fee. Customer is solely responsible for any applicable taxes. In limited circumstances, and at Merch.ai’s sole discretion, Merch.ai may provide refunds. For more information on refunds, please contact Merch.ai.
All payments must be made in United States currency or otherwise as directed by Merch.ai. Merch.ai reserves the right to impose a late payment interest charge up to the maximum allowed by law on any past due balance. Customer agrees to pay, in addition to the amounts due, all costs including actual attorneys’ fees Merch.ai reasonably incurs as a result of legal or collection actions related these Terms of Sale.
2. Customer Communication Responsibility
You must respond promptly to Merch.ai’s communications, including requests for instructions, information, or approvals Merch.ai deems necessary to provide the Services.
3. Customer Content
You will retain ownership of your confidential information and intellectual property that you provide to Merch.ai that is required for Merch.ai to provide the Services (“Customer Content”). These Terms of Sale do not transfer ownership rights in Customer Content to Merch.ai. You do, however, hereby grant Merch.ai (and its affiliates and vendors) a non-exclusive, worldwide, non-transferable, fully paid-up license to use all Customer Content as Merch.ai deems necessary to provide the Services and as otherwise provided in these Terms.
4. Intellectual Property
Merch.ai owns and retains sole ownership of all rights, title, and interest in and to its intellectual property, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “ Merch.ai Intellectual Property “). Merch.ai owns and retains sole ownership of all Merch.ai Intellectual Property in all documents, work product, and other materials that are delivered to Customer or prepared by or on behalf of Merch.ai in the course of performing the Services (collectively, the “Deliverables“) except for any Confidential Information of Customer or Customer Content. Conditioned on Customer paying Merch.ai all amounts due according to these Terms of Sale, Merch.ai hereby grants Customer a license to use Merch.ai Intellectual Property in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services. These Terms of Sale do not transfer ownership rights in Merch.ai Intellectual Property to you.
5. Confidentiality
Merch.ai or Customer (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”), non-public, proprietary, and confidential information of the Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within three days thereafter, is summarized in writing and confirmed as confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of these Terms of Sale; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms of Sale; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Terms of Sale.
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of these Terms of Sale, Receiving Party’s Group shall mean the Receiving Party’s affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.
6. Marketing License
You hereby grant Merch.ai a license to use the Deliverables and Services (including non-confidential Customer Content, and related non-confidential Intellectual Property Rights), free of charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis for marketing purposes, including to publish and display examples of Merch.ai’s work (for example on Merch.ai’s website). You may exclude certain materials (like catalogs) from this license by contacting Merch.ai and receiving written confirmation of your excluded materials.
7. Term, Termination, Renewal, and Cancellation
These Terms of Sale apply to your purchase of Services from Merch.ai. Your initial subscription term will be specified when you sign up and your subscription will automatically renew unless you cancel.
To prevent your subscription from automatically renewing, you must sign into your account and cancel as directed, including sending written notice of non-renewal to support@merch.ai at least seven (7) days prior to the end of the term for a monthly subscription or thirty (30) days prior to the end of the term for an annual subscription. If the cost of your subscription is scheduled to increase upon automatic renewal, Merch.ai will notify you prior to the non-renewal notice deadline.
Merch.ai may terminate these Terms of Sale for cause, as to any or all Services: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
We may also terminate these Terms of Sale for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
Your subscription and these Terms of Sale may not otherwise be terminated prior to the end of a subscription term.
8. Suspension
We may suspend your access to any Services without notice for using the Services in a way that violates applicable local, state, federal, or foreign laws or regulations, or that breaches these Terms of Sale, including for non-payment.
We may, without notice, review and delete your data or information that we determine in good faith violates these Terms of Sale, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your data or information. You will continue to be subject to these Terms of Sale for as long as you have access to a Merch.ai subscription.
Upon termination or expiration of your subscription or these Terms of Sale, you are required to stop all use of the Services and Merch.ai Intellectual Property. If we terminate your subscription or these Terms of Sale for cause, you will promptly pay all unpaid fees due through the end of the full subscription term. Subscription fees are non-refundable.
9. Survival
The rights and obligations of the parties set forth in sections ‘Services and Fees’, ‘Customer Communication Responsibility’, ‘Customer Content’, ‘Intellectual Property’, ‘Confidentiality’, ‘Marketing License’, ‘Term, Termination, Renewal, and Cancellation’, ‘Suspension’, ‘Survival’, ‘Non-Solicitation’, ‘Relationship of the Parties’, ‘Indemnification’, ‘Limitation of Liability’, ‘Limited Warranty’, ‘Disclaimer of Warranties’, ‘Remedies’ , ‘Choice of Law’, and ‘Records’ and any right or obligation of the parties in these Terms of Sale which, by its nature, should survive termination or expiration of these Terms of Sale, will survive any such termination or expiration of these Terms of Sale, and with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth in hereof will survive such termination or expiration of these Terms of Sale until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Receiving Party or its Affiliates or its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, or financial advisors.
10. Non-Solicitation
You acknowledge that you will be in a position of trust and confidence with Merch.ai and will have access to and use of Merch.ai Confidential Information, including but not limited to the identities, skills and responsibilities of Merch.ai’s employees and the contacts at and business practices of Merch.ai’s clients, customers, and suppliers, all of which Merch.ai deems to be its Confidential Information.
You agree that while these Terms of Sale are effective, and for a period of one (1) year following any termination hereof: You will not, directly or indirectly (i) induce or attempt to induce any of Merch.ai’s employees to terminate their employment with Merch.ai, (ii) interfere with the relationship between Merch.ai and any of its employees, or (iii) induce or attempt to induce any customer, supplier, licensee, client, vendor, consultant, or business relation of Merch.ai to cease doing business with Merch.ai, or interfere with the relationship between such party and Merch.ai.
11. Relationship of the Parties
Merch.ai provides the Services as an independent contractor. Merch.ai will control the conditions, time, details, and means by which Merch.ai performs the Services. You and Merch.ai agree that no joint venture, partnership, employment, or agency relationship exists between us.
12. Indemnification
Customer agrees to and hereby does indemnify, defend, and hold harmless Merch.ai and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (each an “Merch.ai Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind, including actual attorneys’ fees reasonably incurred, and the cost of pursuing any insurance providers, incurred by any Merch.ai Indemnified Party in the process of enforcing any right to indemnification under these Terms of Sale relating to (a) any claim of a third party arising out of or occurring in connection with negligence or willful misconduct by Customer or its employees or agents, or (b) a breach or alleged breach by Customer of any obligation, representation, or warranty contained in these Terms of Sale. Customer must not enter into any settlement without Merch.ai’s or Merch.ai Indemnified Party’s prior written consent.
13. Limitation of Liability
In no event will Merch.ai be liable for indirect, willful, punitive, incidental, exemplary, special, or consequential damages for loss of business profits, or damages for your, or any third party’s, loss of business related to these Terms of Sale, or the Services, or loss or inaccuracy of data of any kind, whether based on contract, tort, or any other legal theory, even if Merch.ai has been advised of the possibility of such damages. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. In no event must Merch.ai’s total cumulative liability of each and every kind under these Terms of Sale exceed the total amount paid to Merch.ai for Services performed pursuant to the subscription from which Merch.ai’s liability arises. The foregoing limitation of liability and exclusion of certain damages must apply regardless of the success or effectiveness of other remedies.
14. Limited Warranty
Merch.ai will provide the Services (i) subject to these Terms of Sale; (ii) in a timely, workmanlike, and professional manner; and (iii) in accordance with generally accepted industry standards.
15. Disclaimer of Warranties
EXCEPT AS SET FORTH IN THE ‘LIMITED WARRANTY’ SECTION, MERCH.AI AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR THE DELIVERABLES FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
16. Remedies
All rights and remedies provided in these Terms of Sale are cumulative and not exclusive, and Merch.ai exercising any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between you and Merch.ai, or otherwise.
17. Compliance with Law
You represent and warrant that you are, and will remain, in compliance with all applicable state, federal, and local laws, regulations, and ordinances. You represent and warrant that you have and will maintain in effect all the licenses, permissions, authorizations, consents, and permits that you need to carry out your obligations under these Terms of Sale. You must notify Merch.ai immediately if you become the subject of a government audit or investigation.
18. Electronic Communications
When you send information to us via email or other electronic messaging, you consent to our review and analysis of such messages and you consent to receive return communications, if any, from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Electronic communications are never completely private or secure. You understand and acknowledge that anything you send electronically to Merch.ai may be read or intercepted by others. Communicating with Merch.ai electronically does not cause Merch.ai to have any special responsibility or obligation to you. Electronic communications from Merch.ai to you, including any commercial marketing and non-marketing autodialed and prerecorded calls, text messages, and faxes are governed by the Merch.ai Privacy Policy and these Terms of Sale.
19. Data Security
We maintain technical and organizational security measures designed to help protect your personal information from unauthorized access, disclosure, alteration, or destruction. Unfortunately, no data transmission or storage system is 100% secure or error free, and we cannot guarantee the security of the information we collect.
20. Entire Agreement
These Terms of Sale, including and together with Merch.ai’s Terms and Conditions constitutes the sole and entire agreement between Merch.ai and you with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
24. Contact Us
If you have any questions about these Terms of Sale or would like to report a violation of these Terms of Sale or other Merch.ai policies, please contact us as follows:
Merch.AI, Inc.
Attention: Customer Service
1250 Wayzata Blvd E,
Suite 1200,
Wayzata, MN 55391
legal@merch.ai
25. Severability
If any term or provision of these Terms of Sale is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms of Sale or invalidate or render unenforceable such term or provision in any other jurisdiction.
26. Modification
Merch.ai may modify these Terms of Sale by posting a revised version at https://merch.ai/legal/termsofsale. The revised version will become effective and binding the next business day after it is posted. We will provide you notice of modification to the contact information you have provided to Merch.ai.
If you do not agree with a modification to these Terms of Sale, you must notify us via email addressed to legal@merch.ai within thirty (30) days after we send notice of modification. If you give us this notice, then your subscription will continue to be governed by the Terms of Sale prior to modification until your next renewal date, after which the current Terms of Sale at https://merch.ai/legal/termsofsale will apply. However, if we can no longer reasonably provide the subscription to you under the prior Terms of Sale (for example, if the modifications are required by law or result from general product changes), then your subscription will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the subscription service after termination in accordance with these Terms of Sale.
27. Waiver
To be effective, a waiver by any party of any of the provisions of these Terms of Sale must be explicitly set forth in writing and signed by the waiving party. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
28. Assignment
You may not assign any of your rights or obligations under these Terms of Sale without Merch.ai’s prior written consent. Merch.ai may assign any of its rights or delegate any of its obligations, without your consent, to any affiliate or to any person or entity acquiring all or substantially all of Merch.ai’s assets.
29. No Third-Party Beneficiaries
These Terms of Sale solely benefit the parties and their respective successors and permitted assigns and nothing in these Terms of Sale, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms of Sale.
30. Choice of Law
These Terms of Sale are governed by, and construed in accordance with, the laws of the State of Minnesota, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Minnesota. The venue for any dispute arising out of or related to these Terms of Sale must be the state or federal courts of the State of Minnesota. Both you and Merch.ai expressly consent to the personal jurisdiction of the state and federal courts of the State of Minnesota.
31. Records
For a period of three (3) years, Customer must maintain complete and accurate records relating to Customer’s order, receipt, and use of the Services and any records related to these Terms of Sale. Upon Merch.ai’s written request, Customer must provide copies of such records relevant to the provision of the Services.
