🤝Merchant Agreement

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

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

1. Merchant Status & Relationship

You acknowledge that:

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

2. Merchant Obligations

2.1 Product & Legal Compliance

You agree to:

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

2.2 Business Operations

You agree to maintain:

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

2.3 Financial Responsibilities

You agree to:

• Maintain a valid Stripe Connect account
• Pay applicable platform fees (percentage or fixed), once established
• Authorize AdaptiveShop to charge or deduct platform fees from transactions
• Collect, report, and remit all required taxes
• Cover all chargebacks, disputes, and related fees
• Handle all refunds and returns directly with customers

2.4 Legal Compliance

You agree to comply with:

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

3. Prohibited Products & Activities

You may not sell or list:

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

You may not engage in:

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

AdaptiveShop may remove prohibited content immediately without notice.

4. Payment Processing (Stripe Connect)

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

You acknowledge that:

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

AdaptiveShop has no liability for any payment processing issues.

5. Customer Relationship

As the seller of record:

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

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

6. Shipping & Fulfillment

You are responsible for:

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

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

AdaptiveShop has no liability for shipping issues.

7. Returns, Refunds & Disputes

You must:

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

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

AdaptiveShop is not responsible for refund processing or dispute outcomes.

8. Data & Privacy

Customer Data

You may access customer data only to:

• Fulfill orders
• Provide customer service

You agree not to:

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

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

Your Data

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

9. AI-Generated Content

You acknowledge:

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

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

10. Intellectual Property

You warrant that:

• You own or have rights to all content you upload
• Your listings do not infringe third-party rights
• Your branding is properly licensed or owned

AdaptiveShop may remove infringing content without notice.

11. Platform Fees

(To be finalized later.)

Merchant agrees that:

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

12. Service Availability & Data Loss Disclaimer

Merchant acknowledges that:

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

13. Account Termination

AdaptiveShop may suspend or terminate your account for:

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

Merchants remain responsible for fulfilling outstanding orders.

14. Liability & Indemnification

You are solely liable for:

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

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

15. Founder Liability Limitation

Merchant agrees that:

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

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

16. Amendments

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

17. Governing Law

This Agreement is governed by the laws of California.

18. Dispute Resolution

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

Class actions are waived.

19. Entire Agreement

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

20. Contact

[email protected]
https://adaptiveshop.ai