Terms and Conditions

Last Updated January 1st, 2026

1. SaaS Services and Support

1.1 Provision of Services

Subject to the terms and conditions (this “Agreement”) and the Order Form executed by you (“You” or the “Customer”), into which this Agreement is expressly incorporated and made part, Eva Commerce, Inc whose principal place of business is situated at 5770 Aster Meadows Pl, San Diego, CA 92130 (“We” or the “Company”) will use commercially reasonable efforts to provide Customer with the Services (as defined in the Order Form). As part of the registration process, the Customer will identify an administrative username and password for the Customer’s Company account. The Company reserves the right to refuse registration or cancel passwords it deems inappropriate. The Customer and the Company may each be referred to herein as a “Party” and collectively as the “Parties.”

1.2 Support Services

Subject to the terms hereof, the Company will provide Customers with reasonable technical and business support services by the Company’s standard practice.

1.3 Order Form Prevails

Should there be any conflict between this Agreement and the Order Form, the terms of the Order Form shall control.

2. Eva Software Restrictions and Responsibilities

2.1 Software Restrictions

Customer will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software.

2.2 Export Restrictions

Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software, or anything related to it, or any direct product thereof in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items,” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement. It will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3 Legal Compliance and Indemnification

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with the Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer, at this moment, agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from a proven violation of the preceding or otherwise from Customer’s use of Services. Although the Company has no obligation to monitor the Customer’s use of the Services, Company may do so. It may prohibit any use of the Services it reasonably believes to be in violation of the preceding.

2.4 Access to Marketplaces and Equipment Responsibility

Customers shall ensure access to their Amazon, Walmart, or similar marketplace accounts. The Customer is responsible for acquiring and maintaining all necessary equipment (e.g., hardware, software, servers) to connect to and use the services. Additionally, the Customer is responsible for the security of their equipment, accounts, passwords, and files and all activity conducted through their accounts or equipment, regardless of their knowledge or consent.

2.5 Account Requirements

To set up an Eva Account and use the Services, you must

Be 18, or the age of majority in your province, territory, or country, to become a Member. Individuals under the age of 18, or the applicable age of majority, may utilize the Service only with the involvement of a parent or legal guardian, under such person’s account and otherwise subject to these Terms.

Provide your full legal name, valid email address, phone number, and any other information we request to complete your account signup process.

Provide us with one or more Payment Methods. “Payment Method” means a current, valid, accepted payment method, which may be updated occasionally and includes payment through your account with a third party.

Personally and manually create your account without using any automated means, except for any auto-complete feature offered by your internet service provider. A third party may not create an account for you, and you must not allow any third party to use your information to create an account.

Duly execute an Order Form memorializing the scope of the Services governed by this Agreement.

Account Ownership: The member who created the account and whose Payment Method is charged (the “Account Owner”) has access to and control over the account and is responsible for any activity that occurs through the account. To maintain control over the account and prevent anyone from accessing the account, the Account Owner should maintain control over access to the Service and not reveal the password or details of the Payment Method associated with the account to anyone. Account owners are not allowed to share their account, log-in, or access-related credentials with any other party unless explicitly stated otherwise in the details related to the specific plan they purchased. The Company may, at its sole absolute discretion, elect to terminate or suspend your account for any reason if it deems such action in its best interest. You must immediately notify us of any unauthorized use of your account. We will not be liable for any loss or damage from your failure to comply with this security obligation.

2.6 Non-Solicitation of Employees, Consultants, Contractors, and Agents

Both the Customer and the Company agree that during the term of this Agreement and for a period of one (1) year following the termination or expiration of this Agreement, neither Party shall directly or indirectly solicit for employment, hire, recruit, or engage as an employee, consultant, contractor, advisor, or service provider any employee, consultant, or contractor of the other Party who was materially involved in the performance of the Services under this Agreement, without the prior written consent of the other Party.

For purposes of this Section, indirect solicitation includes attempts to recruit or engage such individuals through third parties, recruiters, affiliates, subsidiaries, contractors, or any intermediary acting on behalf of the soliciting Party.

General solicitations of employment that are not specifically directed at employees, consultants, or contractors of the other Party, including publicly posted job advertisements or general recruiting campaigns, shall not constitute a violation of this Section.

The Parties acknowledge that this restriction is reasonable and necessary to protect legitimate business interests, including protection of confidential information, proprietary methodologies, client relationships, and the stability of personnel performing the Services.

In the event of a breach of this provision, the breaching Party shall pay the non-breaching Party liquidated damages equal to the greater of one hundred thousand dollars ($100,000) or twelve (12) months of the total compensation paid or payable to the individual during the preceding twelve (12) months, together with any reasonable attorneys’ fees and enforcement costs permitted under this Agreement. The Parties acknowledge that the damages resulting from a breach of this provision would be difficult to determine with precision and that the foregoing amount represents a reasonable estimate of such damages and is not intended as a penalty.

2.7 No Poaching of Customer’s Clients

The Company is committed to maintaining the highest standards of integrity and professionalism in its business relationships. To avoid potential conflicts of interest, we will not provide services to any company or individual that, to our knowledge, is concurrently engaged in a contractual relationship with the Customer.

3. Confidentiality; Proprietary Rights

3.1 Confidential Information

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (collectively, “Proprietary Information” of the Disclosing Party). Proprietary Information of the Company includes non-public information regarding the Service’s features, functionality, technology, performance, methodologies, algorithms, and related systems. Proprietary Information of Customer includes non-public data provided by Customer to the Company to enable the provision of the Services (“Customer Data”).

The Receiving Party agrees:
(i) to take reasonable precautions to protect such Proprietary Information, and
(ii) not to use (except in performance of the Services or as otherwise permitted herein) or disclose to any third person any such Proprietary Information.

The Disclosing Party agrees that the foregoing obligations shall not apply to any information after three (3) years following the disclosure thereof, or to any information that the Receiving Party can document:

(a) is or becomes generally available to the public through no fault of the Receiving Party,
(b) was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party,
(c) was rightfully disclosed to it without restriction by a third party,
(d) was independently developed without the use of any Proprietary Information of the Disclosing Party, or
(e) is required to be disclosed by law, regulation, or court order.

3.2 Ownership Rights

Customer shall own all rights, titles, and interests in and to the Customer Data. Company shall own and retain the all right title and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications to it, (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the preceding.

3.3 Data Use and Aggregation

Notwithstanding anything to the contrary, the Company may collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom) strictly for internal purposes to enhance the Services. Any data or information disclosed externally by the Company shall be thoroughly anonymized, aggregated, and cannot reasonably identify the Customer or its business practices. No rights or licenses are granted except as expressly set forth herein.

3.4 Derived Data, Service Intelligence, and Analytical Outputs

Notwithstanding Customer’s ownership of Customer Data, the Company shall retain all rights, title, and interest in and to any analytics, insights, segmentation models, algorithms, scoring systems, benchmarking data, machine learning models, attribution frameworks, predictive models, campaign logic, retention flows, and other analytical outputs generated through the Company’s technology, methodologies, or Services (collectively, “Service Intelligence”).

Service Intelligence shall be considered the Company’s proprietary intellectual property, even where such outputs are generated using or derived from Customer Data.

Customer receives a limited, non-exclusive license to use the Service Intelligence solely as incorporated within the Services provided under this Agreement.

Nothing in this Agreement transfers ownership of the Company’s methodologies, analytical frameworks, models, or derived intelligence to the Customer.

3.5 Benchmarking and Aggregated Intelligence

The Company may generate aggregated benchmarking insights and analytical models derived from data across multiple customers, provided such information is anonymized and cannot reasonably identify any individual customer or consumer. Such aggregated intelligence, benchmarks, and models shall remain the exclusive property of the Company.

3.6 Machine Learning and Model Improvements

Customer acknowledges that the Services may utilize machine learning models, artificial intelligence systems, statistical models, algorithms, and analytical frameworks that may improve over time through usage of the Services. The Company retains all rights, title, and interest in and to such models and improvements.

3.7 Marketing Automation Logic and Workflow Ownership

Any campaign structures, automation flows, lifecycle marketing logic, audience definitions, trigger frameworks, or workflow architectures created by the Company as part of the Services shall be considered part of the Company’s proprietary methodologies and Service Intelligence.

Customer receives a limited right to utilize such workflows only within the context of the Services during the term of the Agreement.

4. Payment of Fees

4.1 Fees

Customer will pay the Company the applicable fees described in the Order Form for the Services. Should Customer elect to use the Services in a manner that exceeds the scope defined within the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall incur additional Fees at the Company’s then-current rate for such additional Services.

4.2 Term, Renewal, and Invoicing

The term of this Agreement shall consist of an initial term (“Initial Term”) as specified in the Order Form. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive renewal terms of equal duration (each, a “Renewal Term”), unless either party provides written notice of its intent not to renew at least thirty (30) days before the end of the then-current term.

The first month of the Initial Term is prorated to align with the billing cycle. The first full month following the prorated period defines the starting month of the Initial Term. The start and end dates of the term will follow the invoicing cycle, with invoices issued from the 2nd of each month to the 2nd of the following month.

4.3 Pricing Amendments

The Company may propose amendments to the pricing terms, including applicable fees, by providing written notice to the Customer. Pricing for the then-current term shall not be modified unless expressly agreed to in writing by both parties.

For any Renewal Term, the Company may update or revise pricing by providing written notice to the Customer at least thirty (30) days prior to the start of the Renewal Term. Such updated pricing shall apply only to the Renewal Term.

The Customer shall have the right to accept the Renewal Term under the updated pricing or to decline renewal and cancel the Agreement in accordance with the applicable termination provisions. Failure to agree to revised pricing shall not affect the validity or pricing of the then-current term.

4.4 Billing and Payment Terms

The Company will issue invoices based on the contract. Unless otherwise specified, payment is due immediately upon receipt.

Late payments shall accrue interest at a rate of one and one-half percent (1.5%) per month (eighteen percent (18%) annually) or the maximum rate permitted by applicable law, whichever is lower, applied to all outstanding balances.

The Customer is responsible for all applicable taxes.

Customer shall also be responsible for all reasonable costs incurred by Company in collecting overdue amounts, including but not limited to collection agency fees, arbitration costs, court costs, and reasonable attorneys’ fees to the extent permitted by law.

The Company may also recover attorney’s fees and other costs incurred in collection efforts as permitted by law.

4.4.1 Service Continuity and Payment Obligations

Customer acknowledges that the Services involve the allocation of personnel, technology infrastructure, and operational resources based on the committed service term.

Accordingly, Customer’s payment obligations under this Agreement are independent of Customer’s satisfaction with the Services.

Customer shall not withhold, delay, offset, or suspend payment of any invoiced amounts based on disputes relating to performance, results, or other service-related concerns.

Any concerns regarding performance or service delivery must be addressed through the dispute resolution, review, or cure mechanisms set forth in this Agreement.

Payment obligations shall remain in full force and effect during any review, dispute, or cure period.

Failure to make payment when due shall constitute a material breach of this Agreement and may result in suspension of Services, acceleration of outstanding fees, and collection actions as permitted under this Agreement.

Invoice Disputes

Customer shall review each invoice promptly upon receipt.

If Customer believes an invoice contains an error, Customer must provide written notice to Company within ten (10) business days of the invoice date describing the specific basis of the dispute and the amount in dispute.

Failure to notify Company of an invoice dispute within such period shall constitute Customer’s acceptance of the invoice as accurate and valid.

Customer shall pay all undisputed portions of the invoice in accordance with the payment terms set forth in this Agreement.

The Parties shall cooperate in good faith to resolve any disputed amounts promptly.

Customer agrees that initiating a payment chargeback, payment reversal, or similar payment dispute with a financial institution without first following the dispute procedure described in this Section shall constitute a material breach of this Agreement.

In the event of such breach, Company may suspend the Services and declare all remaining fees for the applicable service period immediately due and payable to the extent permitted by law.

4.4.2 Non-Payment and Collection

Failure to make timely payment may result in the following actions:

30 Days Past Due:
Services may be suspended until the outstanding balance is paid in full.

60 Days Past Due:
The next contract term may be canceled, and all Managed Services suspended.

90 Days Past Due:
The account may be referred to a third-party collection agency. At that point, the full remaining value of the contract becomes immediately due and payable. A $1,000 collection fee will be added upon referral.

In the event of non-payment, invoices will continue to be issued in accordance with the contract, regardless of any service suspension, until cancellation is formally triggered.

4.4.3 Legal Fees

The Customer shall be responsible for all legal costs and attorney’s fees incurred by Eva in connection with the enforcement or defense of this Agreement, including costs incurred in collection actions, arbitration proceedings, or court proceedings, to the extent permitted by law.

4.5 Payment Methods

To use the Service, you must provide one or more authorized payment methods. We do not accept payment via physical checks. Please use one of our accepted digital payment methods for all transactions.

You authorize us to charge these methods for any fees under this agreement. You are still responsible for the outstanding amount if the Company cannot collect the fees owed.

Failure to pay may result in suspension or termination of services.

Some payment methods may incur additional processing fees from their issuers, which the Company will specify on the invoice as service surcharges.

4.6 Refunds

All payments are generally non-refundable. However, the Company may, at its sole discretion, issue partial refunds or credits if services are materially deficient or terminated prematurely due to the Company’s actions.

No refunds or credits will be provided for partially used periods except as expressly provided above.

If you cancel, you may continue to access the Services until the end of your current term.

You agree not to initiate a chargeback of payments through your payment provider. Initiating a chargeback will be deemed a material breach of this Section, and the Company may hold you liable for such action, including recovery of its attorney’s fees and costs.

4.7 Upgrades

Certain subscription packages on the website’s pricing page are subject to potential upgrades. The customer acknowledges and agrees that the subscription fee for such packages may be contingent upon fluctuations in the customer’s revenue.

In the event of an increase in the customer’s revenue, the customer agrees to pay any associated surplus by the terms outlined on the website and within the subscription agreement.

4.8 Subscription Suspension Due to External Factors

If services are suspended due to external factors beyond the control of both the Customer and the Company, the suspension may last for a maximum of two months.

The suspension will not alter the overall contract duration; however, the current term end date will be postponed by the length of the suspension.

No invoices will be issued to the customer during the suspension period.

4.9 Company Formation Fees

As part of the Company Formation Services, the Customer agrees to pay the applicable fees described in the Order Form.

These fees include, but are not limited to, entity registration, tax identification number application, and related administrative services.

The Company Formation Fees cover the initial registration process. Any annual renewal fees are the sole responsibility of the Customer and must be paid directly to the relevant authorities or to the Company if invoiced as part of a managed service.

Failure to pay renewal fees on time may result in a lapse of compliance with relevant regulations. The Company is not liable for consequences arising from such lapses.

5. Term and Termination

5.1 Term and Renewal

The term of this Agreement consists of two parts: the Initial Term, as specified in the applicable Order Form, and any Renewal Term(s). The Agreement will automatically renew for additional periods equal in duration to the Renewal Term unless either party provides written notice of non-renewal in accordance with the applicable notice provisions.

If the Initial Term differs in duration from the Renewal Term, each subsequent renewal period shall be equal to the Renewal Term unless otherwise specified in writing.

The start and end dates of the applicable term shall be determined in accordance with Clause 4.2 of this Agreement.

5.2 Termination by Customer

The Customer may cancel the Agreement by providing written notice of termination. Termination shall be subject to the term structure and notice period specified in the applicable contract between the Customer and Eva.

Unless otherwise specified in the applicable contract, the default notice period for termination is thirty (30) days.

Termination shall take effect at the end of the then-current contractual term provided that notice is given in accordance with the applicable notice period.

Where the applicable contract defines a fixed term structure, including multi-month or six-month terms, cancellation shall be governed by the following principles unless otherwise specified in writing:

If the Customer provides written notice at least thirty (30) days prior to the end of the current term, the Agreement shall terminate at the conclusion of that term with no further renewal commitment.

If written notice is provided less than thirty (30) days prior to the end of the current term, the Agreement shall continue through the next full contractual term and termination shall take effect at the end of that subsequent term.

All services shall continue and all contracted fees shall remain due and payable through the effective termination date. Prepaid fees are non-refundable.

Written notice of termination must be submitted via email to the assigned Eva contact, an Eva executive, or finance@eva.guru, or through the Eva Platform.

Suspension of use, revocation of platform access, or non-payment shall not constitute termination.

5.3 Termination Due to Dissatisfaction

If a Customer is dissatisfied with the results of the Services, the Customer may request a formal performance review only after the first sixty (60) days of the active Service term have elapsed.

Such request must be submitted in writing to finance@eva.guru.

Upon receipt of a valid request, Eva and the Customer will schedule a performance alignment meeting within a commercially reasonable time to review performance conditions, align expectations, and define commercially reasonable and achievable KPIs based on current account data, platform constraints, and the scope of Services.

The thirty (30) day cure period shall commence on the calendar date on which such meeting occurs.

Any projections, estimates, or forecasts presented during the sales process, proposal stage, or pre-contract discussions are illustrative only and do not constitute guarantees, warranties, or contractual commitments.

If no resolution is reached, or if the mutually agreed KPIs are not met by the end of the cure period, the Customer may provide written notice of termination. Termination shall take effect at the end of the then-current contractual term in accordance with the applicable termination provisions.

5.4 Platform Access and Continuity of Services

Customer shall provide and maintain all access, credentials, permissions, data, and authorizations reasonably required for Company to perform the Services, including access to marketplace, advertising, analytics, finance, and related systems including but not limited to Amazon, Walmart, Shopify, TikTok, Google, Meta, Target, and other platforms used in connection with the Services.

Customer shall not revoke, restrict, suspend, or otherwise impair such access during the Term except for documented security or legal compliance reasons.

If Customer restricts or revokes required access, Company shall provide written notice requesting restoration of such access. Customer shall restore such access within five (5) business days of receipt of such notice.

If Customer fails to restore access within such period, Company may suspend the affected Services in whole or in part.

During any period in which access is restricted or unavailable due to Customer actions, Company shall be deemed ready and willing to perform the Services and all applicable fees, retainers, minimum commitments, and service charges shall remain fully due and payable.

Such payment obligations shall continue through the remainder of the applicable service period or Term without offset, reduction, or deferral.

Any reinstatement of access after suspension shall not relieve Customer of payment obligations accrued during the period of restricted access.

For Amazon Reimbursement and Vendor Recovery Services specifically, if required platform or data access is revoked or restricted such that Company cannot perform recovery activities during the Term or committed service period, Company may calculate the average monthly service value based on the preceding twelve (12) months of serviced invoices related to such recovery services. Company may then invoice Customer an amount equal to three (3) months of such average monthly service value as liquidated damages reflecting lost recovery opportunity and service disruption. Customer acknowledges that such amount represents a reasonable estimate of damages and not a penalty.

5.5 Amazon Reimbursement Clawback

An Amazon reimbursement clawback occurs when Amazon reclaims funds previously reimbursed to a seller.

If such clawback occurs, the Customer may request a refund from Eva for any related service fees within sixty (60) days of the invoice issued by Eva for the applicable reimbursement.

After sixty (60) days, Eva shall have no obligation to process or issue refunds related to such clawbacks.

5.6 Termination of 3PL and Warehouse Services

If the Customer is utilizing Eva’s third-party logistics or warehouse services, including services provided by Eva or its affiliated 3PL operator Agile Supply Chain, such services shall be governed by the 3PL Terms and Conditions available at https://eva.guru/3pl-terms-and-conditions/, which are incorporated by reference.

The Customer may terminate 3PL services by providing written notice of cancellation.

Unless otherwise specified in the applicable 3PL Terms and Conditions, termination shall become effective thirty (30) days after the cancellation request is received.

Upon receipt of a cancellation request, Eva will issue a final cancellation invoice. This invoice shall include, without limitation, all outstanding charges, applicable exit fees, handling and transfer fees, and an additional thirty (30) days of storage charges calculated from the date the cancellation request is received.

All Eva and Eva 3PL invoices, including those issued by Agile Supply Chain, must be paid in full for the termination to be completed and for any goods to be released, transferred, or shipped to another facility.

No products, inventory, or goods shall exit the warehouse prior to full settlement of the final invoice.

If the Customer fails to pay the required invoices within the timelines specified in the applicable 3PL Terms and Conditions, Eva 3PL reserves the right to dispose of, liquidate, or otherwise handle the goods in accordance with the procedures, rights, and timelines set forth in the 3PL Terms and Conditions.

5.7 Exclusive Channel Management and Third Party Interference

Customer acknowledges that the Services are delivered based on Eva’s operational framework, proprietary technology systems, and service methodology.

Eva shall serve as the exclusive service provider for the platforms, channels, and service scopes defined in the applicable Order Form during the Term.

Customer shall not authorize or permit any third-party provider, agency, consultant, contractor, or internal team to manage, operate, modify, or otherwise interfere with the same platform accounts, advertising accounts, operational workflows, or service channels assigned to Eva without Eva’s prior written consent.

If Customer engages another provider to perform services on the same channel or account scope covered by Eva’s Services, such action shall constitute material interference with the Services.

Upon discovery of such interference, Eva may provide written notice requesting that the conflicting third-party activity cease. Customer shall remedy the interference within five (5) business days of such notice.

If the interference is not remedied within such five (5) business day period, Eva may suspend the affected Services in whole or in part at its discretion.

During any period of interference or suspension caused by Customer or its third-party providers, Eva shall be deemed ready and willing to perform the Services and all applicable fees shall remain fully due and payable for the remainder of the applicable service period or Term without offset, reduction, or credit.

Eva shall not be responsible for performance outcomes, account disruptions, data inconsistencies, or operational impacts resulting from the actions of any unauthorized third-party service provider.

If Customer continues to engage another provider on the same channel following written notice, Eva may terminate the affected Services for cause and invoice Customer for all remaining fees due for the committed service period, which shall immediately become due and payable.

5.7.1 Account Modification and Client Interference

Customer acknowledges that changes made to marketplace accounts, advertising accounts, listings, pricing, inventory settings, creative assets, audience settings, attribution settings, campaign budgets, or any related operational configurations may materially affect the performance of the Services.

If Customer, Customer personnel, or any third party authorized by Customer modifies, overrides, disables, or alters campaigns, account configurations, listings, automation rules, or other operational settings managed by Company, Company shall not be responsible for any resulting performance changes, disruptions, data inconsistencies, or operational impacts.

Company shall not be responsible for the consequences of such modifications unless such modifications were made directly by Company personnel acting within the scope of the Services.

If such changes materially interfere with the Services, Company may request restoration of the prior configuration or operational control. If such restoration is not provided within five (5) business days of notice, the situation shall be treated as Customer interference under Section 5.7 and the remedies described therein shall apply.

5.8 Customer Cooperation and Access

Customer shall provide and maintain all access, credentials, permissions, data, and cooperation reasonably required for Company to perform the Services.

Customer shall promptly provide all requested information, documentation, approvals, and operational cooperation required for execution of the Services.

If Customer actions prevent, delay, or materially limit Company’s ability to perform the Services, Company shall be deemed ready and willing to perform its obligations.

Such conduct shall constitute a material breach of this Agreement.

In such event, Company may suspend the Services and all remaining fees for the then-current contractual term shall become immediately due and payable as a genuine pre-estimate of damages and not as a penalty.

5.9 Non-Circumvention of Payment Obligations and Chargeback Waiver

Customer acknowledges that the Services require allocation of personnel, technology infrastructure, and operational resources based on the committed service term.

Customer agrees not to initiate payment reversals, credit card chargebacks, bank disputes, or similar payment recovery actions for amounts validly invoiced under this Agreement.

Any dispute regarding Services or invoices must be addressed through the dispute resolution procedures provided in this Agreement.

If Customer initiates a chargeback or payment dispute for amounts due under this Agreement, Company may suspend the Services and declare all remaining fees for the applicable contractual term immediately due and payable.

Customer shall also be responsible for any reasonable administrative costs, financial institution fees, arbitration costs, court costs, and legal costs incurred by Company in responding to such payment disputes to the extent permitted by law.

5.10 Acceleration of Fees Upon Customer Breach

Customer acknowledges that the pricing and commercial structure of the Services are based on the Customer’s commitment for the applicable service term.

If Customer materially breaches this Agreement, including but not limited to failure to make payment, revocation of required platform access, interference with the Services, engagement of unauthorized third-party providers, or initiation of improper payment disputes, Company may declare the entire remaining balance of fees for the applicable service period or contractual term immediately due and payable.

Customer acknowledges that such accelerated payment represents a reasonable estimate of damages resulting from early termination, operational disruption, and loss of anticipated service revenue and is not intended as a penalty.

5.11 No Offset or Withholding

Customer shall pay all invoices issued under this Agreement in full without deduction, offset, withholding, or counterclaim.

Customer may dispute an invoice in good faith by providing written notice within ten (10) business days of receipt of the invoice specifying the nature of the dispute.

Undisputed portions of the invoice shall remain due and payable in accordance with the payment terms of this Agreement.

Failure to dispute an invoice within the specified period shall constitute acceptance of the invoice.

5.12 Client Delay and Dependency Clause

Customer agrees to provide all materials, information, approvals, data, platform access, and operational cooperation reasonably required for Company to perform the Services.

If Customer fails to provide required cooperation, approvals, or information in a timely manner, Company shall not be deemed in breach of this Agreement for any resulting delay, performance impact, or missed timeline.

Any implementation timelines, campaign launches, project schedules, performance reviews, or service milestones may be extended by a period equal to the duration of the Customer delay.

Customer acknowledges that Company shall be deemed ready and willing to perform the Services during any such delay and that Customer’s payment obligations shall remain unchanged.

6. Warranty and Disclaimer

The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third party providers, or because of other causes beyond Company’s reasonable control. Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled Service disruption.

HOWEVER, THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

ALL SUCH WARRANTIES OTHER THAN THAT WHICH IS EXPRESSLY STATED HEREIN ARE EXPRESSLY DISCLAIMED.

Service Performance Dependency

Customer acknowledges that the effectiveness and performance of the Services depend on numerous factors outside the Company’s control including but not limited to:

product quality
pricing strategy
inventory availability
advertising budgets
market competition
consumer demand
platform algorithms
platform policy changes
and Customer’s operational decisions.

Company does not guarantee specific revenue outcomes, advertising performance metrics, ranking improvements, or other commercial results.

Customer further acknowledges that the Company’s ability to perform the Services depends on timely cooperation, approvals, and access provided by Customer.

Company shall not be responsible for performance impacts resulting from Customer actions, delayed approvals, insufficient advertising budgets, inventory shortages, pricing decisions, listing content issues, or platform restrictions.

7. Indemnity for Breach of Terms of Use

Each party agrees to indemnify and hold the other party, including its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries, and affiliates harmless from any demands, losses, liabilities, claims, or expenses (including attorneys’ fees) made by any third party due to or arising out of or in connection with:

The indemnifying party’s use of the Service or Website;

The indemnifying party’s breach of these terms; or

The indemnifying party’s violation of any applicable law or the rights of a third party.

8. Limitation of Liability

Notwithstanding anything to the contrary, except for bodily injury of a person, neither party, including its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors, and employees, shall be responsible or liable with respect to any subject matter of this Agreement or Terms and Conditions related thereto under any contract, negligence, strict liability, or other theory:

(a) for error or interruption of use or for loss, inaccuracy, or corruption of data, cost of procurement of substitute goods, services, or technology, or loss of business;

(b) for any indirect, exemplary, incidental, special, or consequential damages;

(c) for any matter beyond the reasonable control of the party claiming limitation of liability; or

(d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by the Customer to the Company or by the Company to the Customer (as applicable) for the Services under this Agreement during the three (3) months prior to the event giving rise to the liability, whether or not such party has been advised of the possibility of such damages.

In no event shall either party’s total aggregate liability arising out of or related to this Agreement, whether arising in contract, tort (including negligence), strict liability, or otherwise, exceed the total fees paid or payable to the other party for the Services during the three (3) months preceding the event giving rise to the claim.

The foregoing limitations of liability shall not apply to

(a) breaches of confidentiality obligations,

(b) violations of intellectual property rights,

(c) payment obligations, or

(d) willful misconduct.

Disclaimer of Warranties

Each party makes no warranties except for those expressly provided herein. All other warranties, including any implied warranties, are expressly disclaimed.

Results Not Guaranteed

Neither party makes any representation regarding the results or outcomes of the services described in this Agreement, including but not limited to results from SEO related services, status of third party sales platform accounts, profit maximization, or services otherwise listed in this Agreement.

Third Party Resources

The website and the services may contain links to third party websites or other resources. Both parties acknowledge and agree that the other party is not responsible or liable for the availability, accuracy, content, or policies of third party websites or other resources.

Links to such websites or resources are provided only as a convenience and do not imply any endorsement or affiliation. Both parties acknowledge sole responsibility for and assume all risk arising from their use of any such third party websites or resources.

Data Backup Responsibility

Customer is responsible for maintaining independent backups of its data, account configurations, advertising records, and business information. Company shall not be responsible for data loss, corruption, or deletion resulting from third party platforms, Customer actions, or system failures beyond Company’s reasonable control.

9. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

This Agreement is not assignable, transferable, or sublicensable by Customer except with Company’s prior written consent. The Company may transfer and assign any of its rights and obligations under this Agreement without consent.

This Agreement, the Order Form, and any other documents incorporated by reference therein constitute the complete and exclusive statement of the mutual understanding of the Parties and supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement.

All waivers and modifications must be in writing and signed by both Parties except as otherwise provided herein.

Independent Contractor Relationship

The Parties are independent contractors and nothing in this Agreement shall be deemed to create any partnership, joint venture, employment, or agency relationship.

Customer acknowledges that the Company does not control Customer’s business operations, marketplace accounts, advertising accounts, inventory, pricing decisions, or marketing strategies.

Customer retains sole responsibility for its marketplace accounts, advertising accounts, compliance obligations, and overall business operations.

Nothing in this Agreement authorizes Customer to bind the Company in any respect whatsoever.

Platform Risk and Third Party Services Disclaimer

Customer acknowledges that the Services may involve the use of third party platforms including but not limited to Amazon, Walmart, Shopify, TikTok, Google, Meta, Target, and other online marketplaces or advertising platforms.

Company does not own, control, or operate these platforms and shall not be responsible for their policies, algorithm changes, platform restrictions, account suspensions, listing removals, advertising restrictions, or other enforcement actions taken by such platforms.

Customer acknowledges that performance results, advertising outcomes, listing visibility, and marketplace activity may be affected by changes to third party platform policies or systems that are outside the Company’s control.

Company shall not be liable for disruptions, suspensions, or performance impacts caused by third party platforms.

Notices

All notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; one day after it is sent if transmitted by email; the day after it is sent if sent for next day delivery by recognized overnight delivery service; and upon receipt if sent by certified or registered mail.

Attorneys’ Fees

In any action, arbitration, or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, arbitration fees, and other reasonable expenses incurred in connection with such action.

Governing Law and Venue

This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

Arbitration and Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall first be addressed through good faith negotiations between the Parties. Either Party may initiate such discussions by providing written notice describing the nature of the dispute.

If the dispute is not resolved through negotiation within thirty (30) days after such notice, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect.

The arbitration shall be conducted by a single arbitrator and shall take place in San Diego County, California. The arbitrator shall have authority to grant any relief that would otherwise be available in a court of competent jurisdiction and shall have authority to award attorneys’ fees and costs to the prevailing party to the extent permitted under this Agreement.

Judgment upon the arbitration award may be entered in any court having jurisdiction.

Notwithstanding the foregoing, the Company may pursue claims relating to unpaid invoices, collection of fees, enforcement of payment obligations, or other monetary amounts due under this Agreement in any court of competent jurisdiction, including California Limited Civil Court or Small Claims Court.

Injunctive Relief

Customer acknowledges that a breach of the provisions relating to intellectual property, confidentiality, software restrictions, non solicitation, or misuse of Company technology may cause irreparable harm to the Company for which monetary damages alone would not be an adequate remedy.

Accordingly, the Company shall be entitled to seek injunctive relief or equitable relief in any court of competent jurisdiction without the necessity of posting a bond or proving actual damages.

Such remedies shall be in addition to any other remedies available under this Agreement or applicable law.

Waiver

No waiver by Company of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by Company.

No failure by Company to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates as a waiver thereof.

No single or partial exercise by Company of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Force Majeure

No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by events beyond the reasonable control of the affected Party including acts of God, fire, flood, earthquake, pandemic, war, terrorism, labor disputes, telecommunications failures, power outages, or government actions.

The affected Party shall notify the other Party within seven (7) days of such event and shall use reasonable efforts to resume performance as soon as practicable.

Payment obligations are not excused by Force Majeure.

Contract Interpretation

Headings in this Agreement are for convenience only and shall not affect the interpretation of any provision. Any ambiguity in this Agreement shall not be construed against the drafting Party.

Right to Suspend Services

Company reserves the right to suspend access to the Services or temporarily halt performance of Services if Company reasonably believes that:

(a) Customer is in material breach of this Agreement,
(b) Customer’s activities may violate applicable law or third party platform policies,
(c) continued operation may expose Company to legal, financial, or reputational risk, or
(d) Customer has failed to make payment when due.

Company shall use commercially reasonable efforts to notify Customer of such suspension.

Suspension of Services under this Section shall not relieve Customer of its payment obligations under this Agreement.

Survival Clause

The following provisions shall survive termination or expiration of this Agreement:

Confidentiality,

Intellectual Property Rights,

Payment Obligations,

Limitation of Liability,

Indemnification,

Dispute Resolution,

and any provisions which by their nature should survive termination.

10. 3PL – Warehousing

If Customer utilizes Eva’s third party logistics or warehouse services, the additional 3PL Terms and Conditions available at:

https://eva.guru/3pl-terms-and-conditions/

shall apply and are incorporated by reference into this Agreement.