1. Definitions

“Services” means the ecommerce account management, optimization, consulting, advertising management, listing optimization, and related tasks provided by Upsire. “Marketplace” means any third-party ecommerce platform (including but not limited to Amazon, Walmart, Etsy, and eBay) on which Upsire manages a store or account on your behalf. “Agreement” means these Terms together with any service agreement, proposal, statement of work, or order form executed between you and Upsire.

2. Our Services

Upsire provides professional ecommerce account management services, which may include listing creation and optimization, advertising and PPC management, account health monitoring, performance reporting, customer service support, and ongoing management of day-to-day tasks across one or more Marketplaces. Our role is to manage and perform tasks on your behalf; you retain ownership and ultimate control of your stores, accounts, products, inventory, and funds at all times.

The specific scope of Services provided to you will be set out in a separate service agreement, proposal, or statement of work. In the event of a conflict between these Terms and a signed service agreement, the signed service agreement shall control with respect to the specific matter addressed.

3. Eligibility & Accounts

You must be at least 18 years of age and have the legal authority to enter into a binding agreement to use our Services. You represent that all information you provide to us is accurate, current, and complete, and that you will keep it updated.

4. Client Responsibilities

To enable us to perform the Services, you agree to:

• Provide timely access to accounts, platforms, documentation, and information reasonably required by Upsire;
  
  
• Maintain your own operating capital, inventory, and payment methods required to run your business;
  
  
• Comply with all applicable laws and the policies and terms of service of each relevant Marketplace;
  
  
• Respond promptly to requests for approvals, information, or decisions;
  
  
• Ensure that all products, brands, and materials you provide do not infringe the rights of any third party.
  
  

Delays or failures caused by your not meeting these responsibilities are not the responsibility of Upsire and may affect timelines and results.

5. Marketplace & Third-Party Access

Where the Services require Upsire to access or operate accounts on a Marketplace or other third-party platform on your behalf, you authorize us to do so for the purpose of providing the Services. You acknowledge that:

• You remain the owner of your Marketplace accounts and are ultimately responsible for compliance with each platform’s terms of service;
  
  
• You remain responsible for your own inventory, operating capital, advertising spend, and marketplace disbursements, which are handled through your own accounts and payment methods;
  
  
• Marketplaces operate independently of Upsire and may suspend, restrict, flag, or terminate accounts, listings, or funds at their sole discretion;
  
  
• Upsire does not control and is not responsible for the actions, policies, algorithm changes, fee changes, or decisions of any Marketplace or third-party platform.
  
  

6. Fees & Payments

In exchange for the Services, you agree to pay a recurring monthly management fee for the account management and related tasks described in your service agreement or order form. Unless otherwise stated in writing:

• Monthly management fees are billed in advance on a recurring basis for each billing period;
  
  
• Fees are due on the dates set out in your service agreement or order form;
  
  
• All fees are stated in U.S. dollars unless otherwise specified;
  
  
• Late or failed payments may result in suspension or termination of Services.
  
  

Refund and cancellation terms are described in our Refund & Cancellation Policy.

7. No Guarantee of Results

8. Intellectual Property

All content, materials, systems, processes, templates, and software developed or provided by Upsire in connection with the Services, and all intellectual property rights therein, remain the property of Upsire, except for materials you provide to us (such as your brand assets and product information), which remain your property. Upon full payment, you receive a license to use the deliverables created specifically for your store as contemplated by the Services. You grant Upsire a license to use your brand assets and materials solely to perform the Services.

9. Confidentiality

Each party may receive confidential information from the other. Both parties agree to keep such information confidential and to use it only for the purpose of performing or receiving the Services, except where disclosure is required by law. This obligation survives termination of the Agreement.

10. Disclaimers

The Services and our website are provided on an “as is” and “as available” basis without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.

11. Limitation of Liability

To the fullest extent permitted by law, Upsire and its owners, members, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunities, arising out of or relating to the Services or these Terms. To the fullest extent permitted by law, Upsire’s total aggregate liability arising out of or relating to the Services shall not exceed the total management fees paid by you to Upsire in the [three (3) / six (6)] months immediately preceding the event giving rise to the claim.

12. Indemnification

You agree to indemnify, defend, and hold harmless Upsire and its owners, members, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to your products, your use of the Services, your violation of these Terms, your violation of any Marketplace terms or applicable law, or your infringement of any third-party rights.

13. Term & Termination

These Terms remain in effect while you use our website or Services. Either party may terminate a service engagement as set out in the applicable service agreement. We may suspend or terminate your access to the Services immediately if you breach these Terms, fail to make payment, or engage in conduct that may harm Upsire, other clients, or any Marketplace relationship. Provisions that by their nature should survive termination (including payment obligations, confidentiality, intellectual property, disclaimers, limitation of liability, and indemnification) shall survive.

14. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Connecticut, and you consent to the jurisdiction of such courts.

15. Changes to These Terms

We may update these Terms from time to time. The updated version will be indicated by the “Last Updated” date and will be effective when posted. Your continued use of our website or Services after changes are posted constitutes acceptance of the revised Terms.

16. Contact Us

If you have any questions about these Terms, please contact us at info@upsireholdings.com.