Platform Terms of Service

1. Definitions

For the purposes of these Terms:

• "Platform" means the Masterlinq e-commerce platform, including storefronts, admin portals, point of sale, fulfillment systems, and APIs.
• "Services" means all services provided through the Platform, including e-commerce hosting, order management, fulfillment, inventory synchronization, point of sale, and marketing tools.
• "Retailer" means a business that uses the Platform to sell products to customers.
• "Supplier" means a distribution partner that provides product data, inventory, and fulfillment services through the Platform.
• "Customer" means an end user who purchases products through a Retailer's storefront.
• "Content" means all text, images, product data, and other materials uploaded to or displayed on the Platform.
• "Catalog Content" means Supplier product data, images, descriptions, specifications, and pricing made available to you through the Platform.
• "Storefront" means a Retailer's customer-facing e-commerce website powered by the Platform.
• "Fees" means the subscription fees for your selected plan, transaction fees, fulfillment charges, and any additional fees for optional services you enable.
• "You" means the individual using the Platform and, if that individual is acting on behalf of a business, that business together with its affiliates, employees, and agents.

2. Account Terms

To access the Platform, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain the security of your account credentials
• Promptly update your account information if it changes
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized access to your account

If you register on behalf of a business, that business is the account owner and you represent and warrant that you have the authority to bind it to these Terms. You confirm that you are using the Platform for business purposes and not for personal, household, or consumer purposes.

You may invite additional users to your account with defined roles and permissions. You are responsible for any breach of these Terms by your staff, invited users, agents, contractors, or affiliates, and will be liable for such breach as if it were your own.

The email address on your account is the primary method of communication between you and Masterlinq. Notices sent to that address are deemed received. You must monitor it and keep it current.

We may reject any application for an account, or cancel an existing account, for any reason, in our sole discretion. In the event of a dispute over ownership of an account, we may request documentation to verify ownership (such as a business license, government-issued identification, or tax identification confirmation), may determine the rightful owner in our reasonable judgment, and may freeze or suspend the account until the dispute is resolved.

3. Services and Masterlinq Rights

The Platform provides:

• Multi-tenant e-commerce storefronts with customizable themes
• Order management and processing
• Inventory synchronization with suppliers (QBP, HLC, BTI, JBI, and others)
• Fulfillment services including drop shipping and warehouse fulfillment
• Point of sale and in-store operations tools
• Integration with third-party platforms (Shopify, Lightspeed)
• Marketing and email tools
• Analytics and reporting
• Payment processing through Stripe

We may modify, suspend, or discontinue any part of the Services at any time with reasonable notice. We will provide at least 30 days notice for material changes that affect your use of the Platform. Masterlinq will not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Services or any part thereof.

Certain services or features may be subject to additional supplemental terms presented to you when you enable them. By enabling such a service, you accept the applicable supplemental terms, which are incorporated into these Terms.

We may, but have no obligation to, review Content on the Platform and may remove or modify Content that, in our sole discretion, violates these Terms, our Acceptable Use Policy, or applicable law.

Nothing in these Terms prevents Masterlinq from providing services to businesses that compete with you. Masterlinq will not use your Confidential Information in doing so.

4. Fees, Payment, and Taxes

You agree to pay the Fees for the subscription plan you select at signup, as displayed at the time of selection and in your account dashboard, plus applicable transaction fees, fulfillment charges, and any additional fees for optional services you enable. You authorize us to charge your payment method on file for all Fees on a recurring basis until these Terms are terminated and all outstanding Fees are paid in full. You agree to:

• Pay all applicable subscription fees, transaction fees, and fulfillment charges
• Provide valid payment information and authorize recurring charges
• Pay invoices within the terms specified (typically Net 30)
• Keep your payment information current

Annual plans: Annual plans are billed in advance for the full annual term and are non-refundable. Canceling an annual plan mid-term terminates access at the end of the current annual period; no pro-rata refund or credit is provided.

Non-payment: If a charge fails, we will retry the charge and notify you. If Fees remain unpaid 14 days after the first failed attempt, we may suspend your account and take your Storefront offline. Reactivation requires payment of all outstanding Fees plus the next billing cycle. If Fees remain unpaid 60 days after suspension, we may terminate your account.

Billing disputes: You must dispute any charge within 30 days of the charge date. Charges not disputed within that period are deemed accepted.

Refunds: If you cancel your account within 30 days of account activation, we will refund all subscription and setup fees paid. After 30 days, all Fees are non-refundable, but billing stops at the end of your current billing period following cancellation. See our Payment Terms for details.

Taxes: All Fees are exclusive of taxes. You are responsible for all taxes applicable to your use of the Services and to your own sales. Fees shall be paid free and clear of any deductions or withholdings; if any deduction or withholding is required by law, you will pay such additional amounts as are necessary so that we receive the full amount invoiced.

Payment processing is handled by Stripe. By using our payment features, you also agree to Stripe's Terms of Service. We may change our fees with 30 days written notice. Continued use of the Platform after fee changes constitutes acceptance.

5. Your Responsibilities

The Platform is not a marketplace. You are the seller and merchant of record for all sales on your Storefront. Masterlinq is not a party to, and has no responsibility for any aspect of, the transaction between you and your Customers, including pricing, taxes, refunds, returns, fulfillment, product safety, warranties, or legal compliance.

As a user of the Platform, you are responsible for:

• Complying with all applicable federal, state, and local laws
• Ensuring product listings are accurate, complete, and not misleading
• Providing customer service and support to your customers
• Collecting and remitting applicable sales taxes
• Maintaining accurate business records
• Complying with all supplier authorization requirements, and displaying, advertising, and offering for sale only products you are contractually or otherwise lawfully authorized to sell
• Honoring warranties and return policies you offer to customers
• Publishing your own terms of sale, refund policy, shipping policy, and contact information on your Storefront

6. Acceptable Use and Restrictions

You agree not to use the Platform in any way that violates our Acceptable Use Policy. Prohibited activities include but are not limited to:

• Selling counterfeit, stolen, or illegally obtained products
• Misrepresenting products, pricing, or availability
• Engaging in fraudulent transactions or chargebacks
• Violating intellectual property rights of third parties
• Transmitting malware, viruses, or malicious code
• Attempting to gain unauthorized access to Platform systems
• Interfering with the operation or security of the Platform
• Using the Platform for any unlawful purpose

You may not resell, lease, or redistribute the Platform or provide access to the Platform to third parties. You may not bypass or circumvent technical limitations of the Platform, including by routing Storefront transactions outside Masterlinq's checkout and payment processing in order to avoid applicable Fees. You may not reverse engineer, decompile, scrape, or use automated means to extract data from the Platform except as expressly permitted through our documented APIs.

Verbal or written abuse of any Masterlinq employee or contractor may result in immediate account termination.

7. Third-Party Services

The Platform integrates with various third-party services. Your use of these integrations is subject to their respective terms:

• Stripe - Payment processing
• ShipEngine / ShipStation - Shipping and fulfillment
• BikeFlights - Bicycle shipping
• Shopify - E-commerce platform integration
• Lightspeed - Point of sale integration
• Mailgun - Email delivery
• Supplier fulfillment and dropship services

Third-party services (including payment processors, shipping providers, point of sale systems, and Supplier fulfillment) are used at your own risk. We do not warrant the availability, accuracy, or reliability of any third-party service. Under no circumstances will Masterlinq be liable for any damages whatsoever arising from or in connection with third-party services, however arising.

We may disable access to any third-party integration at any time, in our sole discretion, without notice. Enabling an integration authorizes the third-party provider to access your data as needed to provide its service, and Masterlinq is not responsible for the provider's use, disclosure, modification, or deletion of that data. You must independently agree to and comply with the terms of any third-party services you use through the Platform.

8. Intellectual Property

All Platform content, software, trademarks, and intellectual property are owned by Masterlinq or its licensors. You retain ownership of Content you upload to the Platform, but grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to host, use, reproduce, modify, adapt, publish, and display that Content for the purpose of operating, improving, and promoting the Services. Use of your Content in Masterlinq marketing materials (such as case studies or partner directories) is subject to your right to opt out as described in the Retailer Terms. This license survives termination solely to the extent necessary for rights and obligations that arose during the term of these Terms.

You agree not to:

• Copy, modify, or distribute Platform software or content
• Reverse engineer or decompile any Platform technology
• Use Masterlinq trademarks without written permission
• Remove or alter any copyright or trademark notices

You will not contest, or assist others in contesting, the validity of, or Masterlinq's ownership of, the Platform or its intellectual property, during or after the term of these Terms.

9. Catalog Content License

Catalog Content is licensed, not sold, to you. Masterlinq grants you a limited, non-exclusive, non-transferable license to use Catalog Content for the sole purpose of displaying and selling products on your Masterlinq-powered Storefront and through Platform point of sale features while your account is active and in good standing.

You may not:

• Export, scrape, copy, or extract Catalog Content for use outside the Platform
• Redistribute, sell, license, or provide Catalog Content to any third party
• Use Catalog Content on any website, marketplace, or system not powered by the Platform
• Retain or use Catalog Content after termination of your account

We may modify, remove, or restrict Catalog Content at any time, including at a Supplier's or brand's request, without liability. Upon termination of your account, all rights in Catalog Content immediately revert to Masterlinq and its licensors, and you must cease all use of Catalog Content. Because unauthorized use of Catalog Content would cause immediate and irreparable harm to Masterlinq and its Suppliers, Masterlinq is entitled to seek injunctive relief in addition to any other remedies for breach of this Section.

10. Feedback

Any feedback, suggestions, ideas, or feature requests you submit to Masterlinq are provided without any obligation of confidentiality or expectation of compensation. You grant us an unrestricted, perpetual, irrevocable right to use, implement, and commercialize such feedback without attribution or payment to you.

11. Beta Services

We may offer beta, preview, or early-access features ("Beta Services"). Beta Services are provided without warranty of any kind, may be modified, suspended, or discontinued at any time without notice, and are confidential until publicly released. Masterlinq will have no liability for any harm or damage arising out of or in connection with a Beta Service.

12. Data, Privacy, and Security

Your use of the Platform is also governed by our Privacy Policy and, where applicable, our Data Processing Agreement, which describe how we collect, use, and protect information.

We maintain PCI DSS compliance for payment card data through our payment processor. Customer data is retained according to our data retention policies and may be exported upon account termination as described in Section 17.

We take commercially reasonable measures to protect and back up data on the Platform, but we do not guarantee that data will never be lost, corrupted, or inaccessible. You are responsible for maintaining independent copies of business-critical records.

13. Warranty Disclaimer

YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, MASTERLINQ DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

MASTERLINQ DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT DATA WILL NEVER BE LOST OR CORRUPTED.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MASTERLINQ OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, HOWEVER ARISING, INCLUDING NEGLIGENCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MASTERLINQ'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, HOWEVER ARISING, SHALL NOT EXCEED THE FEES PAID BY YOU TO MASTERLINQ IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXCLUSIONS IN SECTION 7 (THIRD-PARTY SERVICES) AND SECTION 11 (BETA SERVICES) APPLY NOTWITHSTANDING THIS CAP.

15. Indemnification

You agree to indemnify, defend, and hold harmless Masterlinq and its officers, directors, employees, agents, and suppliers from any claims, demands, damages, losses, or expenses (including reasonable attorneys' fees) made by any third party arising from:

• Your use of the Platform
• Your violation of these Terms or the documents they incorporate by reference
• Your violation of any law or the rights of a third party
• Content you upload or transmit through the Platform
• Your products or services sold through the Platform
• Any aspect of the transaction between you and your Customers, including refunds, fraudulent transactions, and alleged or actual violation of consumer protection laws
• Your use of a third-party service or your relationship with a third-party provider
• Any breach of these Terms by your staff, invited users, agents, contractors, or affiliates

Masterlinq reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

16. Confidentiality

Each party agrees to maintain the confidentiality of any non-public information received from the other party. Confidential information includes business data, customer information, pricing, and technical specifications. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

17. Term, Suspension, and Termination

These Terms take effect when you create an account and remain in effect until terminated. You may cancel your account at any time through your account settings; cancellation takes effect at the end of your current billing period.

We may suspend or terminate your account immediately, without notice, for: violation of these Terms or the Acceptable Use Policy; non-payment (following the process in Section 4); suspected fraud or illegal activity; conduct creating risk of harm to Masterlinq, other users, Suppliers, or Customers; or where required by law. We may otherwise terminate these Terms for any reason with 30 days written notice.

Upon termination:

• Your access to the Platform will be disabled and your Storefront taken offline
• All outstanding Fees become immediately due and payable
• No refunds will be issued except as provided in Section 4
• You must fulfill any orders pending at termination
• Pending payouts will be processed on the normal schedule, subject to offset for amounts you owe
• All rights in Catalog Content immediately revert as described in Section 9
• You may request export of your data within 30 days; after 30 days, your data may be deleted

The following survive termination: accrued payment obligations (Section 4), Content licenses to the extent described in Section 8, Catalog Content reversion obligations (Section 9), Feedback (Section 10), Warranty Disclaimer (Section 13), Limitation of Liability (Section 14), Indemnification (Section 15), Confidentiality (Section 16), this Section 17, Dispute Resolution (Section 18), and General Provisions (Section 20), together with any liability accrued before termination.

18. Dispute Resolution

These Terms are governed by the laws of the State of Washington, without regard to conflict of law principles. Any disputes arising from these Terms shall be resolved in the state or federal courts located in King County, Washington, and you consent to the exclusive jurisdiction of those courts.

Any claim arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action arises; claims not brought within that period are permanently barred.

Before initiating legal action, you agree to attempt resolution through good-faith negotiation. You may contact us at support@masterlinq.io to discuss any concerns.

19. Modifications to These Terms

We may update these Terms from time to time. For changes that materially affect your rights or use of the Platform, we will provide at least 30 days notice to your account email address or through the Platform. However, changes made for legal, regulatory, security, or fraud-prevention reasons, or to restrict unsafe or unlawful products or activities, take effect immediately upon notice.

Continued use of the Platform after a change takes effect constitutes acceptance. If you do not agree to the updated Terms, you must stop using the Platform and may cancel your account.

20. General Provisions

Entire Agreement: These Terms, together with our Acceptable Use Policy, Privacy Policy, Payment Terms, Data Processing Agreement, and, as applicable, our Retailer Terms, Supplier Terms, Customer Terms, and API Terms, constitute the entire agreement between you and Masterlinq and supersede all prior agreements, proposals, and communications. In the event of a conflict, these Terms control except where a supplemental document expressly states otherwise.

Force Majeure: Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, acts of government, labor disputes, internet or utility failures, and third-party service outages.

No Third-Party Beneficiaries: These Terms do not confer any rights on any person or entity other than you and Masterlinq.

Severability: If any provision is found unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in full effect.

Waiver: Failure to enforce any right does not waive that right.

Assignment: You may not assign these Terms without our prior written consent. We may assign our rights and obligations without restriction.

Contact: For questions about these Terms, contact us at support@masterlinq.io.