Master Terms of Service
MeritSKU Inc. Software-as-a-Service (SaaS) Agreement governing subscription tiers, analysis quotas, acceptable use, the fail-closed commerce draft publishing invariant, and commercial risk allocations.
Commercial Risk & FTC No-Revenue-Guarantee Notice
MeritSKU provides analytical product intelligence and theoretical simulations based on user assumptions and historical market benchmarks. MeritSKU makes no promise, representation, or guarantee of commercial revenue, profitability, conversion rates, or return on ad spend (ROAS). Past performance and MeritScore benchmarks do not guarantee future results. Paid advertising campaigns carry capital risk, including the possible loss of 100% of allocated ad spend. Recommended ad ceilings ($200 to $1,000) are stop-loss risk mitigation bounds, not earnings promises. Merchants are solely responsible for supplier quality, regulatory compliance, and storefront publishing decisions.
1. Agreement to Terms
These Master Terms of Service ("Terms") constitute a legally binding agreement between MeritSKU Inc., a Delaware corporation ("MeritSKU", "Company", "we", or "us"), and the entity or individual subscribing to or accessing the Platform ("Customer", "Merchant", or "you"). By creating a workspace, connecting a store, or utilizing any MeritSKU API, you agree to be bound by these Terms, our Privacy Policy, and our Subprocessor Directory disclosures.
2. Definitions
"Evaluation" means an automated, multi-factor viability and landed cost analysis performed against a single product candidate or supplier quotation.
"MeritScore" means an objective, normalized numerical index (0–100) reflecting weighted dimension scoring across Demand Momentum, Landed Economics, Competition Density, Supplier Reliability, Testability & Differentiation, and Regulatory Risk.
"Stop-Loss Ad Ceiling" means the protective, mathematically derived spending bound ($200 to $1,000) recommended by the Platform to prevent unmitigated capital loss during initial market tests.
"Workspace" means an isolated multi-tenant environment bound to PostgreSQL Row-Level Security (RLS) under a designated workspace identifier.
3. Platform License & Tenant Workspaces
Subject to these Terms and active subscription standing, MeritSKU grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for internal business intelligence and commerce operations. Each workspace is cryptographically isolated at the database layer using PostgreSQL Row-Level Security. Customer agrees not to share credentials across organizational boundaries or circumvent role-based permissions.
4. Subscription Tiers & Quotas
MeritSKU offers tiered subscription plans with monthly candidate evaluation quotas:
- Interactive Demo: Free ($0/month); 1 illustrative candidate evaluation in client-side sandbox environment; zero live storefront connectivity.
- Builder: $49/month ($41.65/month billed annually at $499/year); 15 candidate SKU evaluations per billing cycle; 1 active workspace admin seat; 1 connected commerce storefront.
- Operator (Most Popular): $199/month ($169.15/month billed annually at $2,029/year); 100 candidate SKU evaluations per billing cycle; 3 team seats included ($29/month per additional seat); up to 3 connected storefronts; includes automated regulatory/FTC claims scanner, volume crossover solver, and container graduation modeler.
- Enterprise & Portfolio: Custom contract starting from $999/month ($833.33/month billed annually at $10,000/year); 500+ pooled candidate evaluations per billing cycle; unlimited team seats with granular RBAC; unlimited connected storefronts; multi-brand agency portfolio dashboard; white-label client PDF dossiers; dedicated database tenant VPC and PostgreSQL RLS isolation.
Upon reaching monthly plan evaluation caps, new candidate evaluation jobs are rejected with an explicit quota_exceeded response (HTTP 402 Payment Required). Existing historical analyses, calculations, and connected store drafts remain 100% accessible. MeritSKU strictly enforces an anti-bill-shock guarantee: we never charge surprise automated per-click or metered overages. Additional evaluation capacity may be purchased on demand in 10-evaluation Burst Packs ($10.00). Unused monthly plan evaluations reset at the end of each billing period; purchased Burst Pack evaluations never expire and persist across billing cycles.
5. Acceptable Use Policy
Customer shall not: (a) reverse engineer, decompile, or disassemble any aspect of the Platform; (b) attempt to circumvent PostgreSQL RLS tenant boundaries or probe administrative surfaces; (c) launch automated scraping bots or denial-of-service floods; (d) inject prompt injection vectors or malicious payloads into supplier text ingestion pipelines; or (e) use the Platform to evaluate products that violate applicable law or commerce platform policies.
6. Shopify Draft-Only Invariant & Token Shredding
Fail-Closed Draft Publishing Invariant: Customer acknowledges and agrees that the Platform's architectural boundary exports candidate products to connected stores (Shopify, WooCommerce, Amazon) exclusively as unpublished drafts (status: DRAFT). MeritSKU possesses zero technical capability to publish live listings, enable sales channels, or trigger live advertising spend autonomously.
Sub-500ms Credential Shredding: Store OAuth tokens are encrypted at rest using AES-256-GCM with workspace-bound Additional Authenticated Data (AAD). When you disconnect a store in workspace settings, MeritSKU immediately and irreversibly shreds the stored tokens within 500 milliseconds, severing all API access.
7. Customer Data & Intellectual Property Ownership
As between Customer and MeritSKU, Customer retains sole and exclusive ownership of all right, title, and interest in and to Customer Data, including supplier quotes, product concepts, landed cost inputs, and custom margin thresholds. MeritSKU claims zero intellectual property interest in your candidate catalog.
Zero Foundation Model Training: MeritSKU explicitly covenants that it does not use Customer Data or proprietary supplier quotes to train public artificial intelligence foundation models.
8. Express No-Revenue Guarantee & FTC Disclaimers
Statutory Notice: Express Disclaimer of Commercial Profitability
MERITSKU IS A DECISION INTELLIGENCE SOFTWARE PLATFORM AND RISK MODELING SYSTEM. MERITSKU MAKES NO PROMISE, REPRESENTATION, OR WARRANTY REGARDING FUTURE REVENUE, COMMERCIAL PROFITABILITY, RETURN ON AD SPEND (ROAS), OR PRODUCT POPULARITY.
ALL UNIT ECONOMICS, CM1/CM2 MARGINS, AND SENSITIVITY MATRICES ARE MATHEMATICAL SIMULATIONS BASED UPON USER-SUPPLIED AND THIRD-PARTY DATA. PAST SIMULATIONS DO NOT GUARANTEE FUTURE RESULTS. E-COMMERCE VENTURES CARRY SUBSTANTIAL COMMERCIAL RISK, INCLUDING THE POTENTIAL LOSS OF 100% OF ADVERTISING CAPITAL AND INVENTORY INVESTMENT.
9. The Capital Preservation Promise (Refund Policy)
We stand behind the economic rigor of our platform with The MeritSKU Capital Preservation Promise: If MeritSKU does not help you identify unviable products or sanity-check your landed margins within the first thirty (30) days of your paid subscription, contact support@meritsku.com for a prompt 100% refund of your first month's software subscription fee.
*Note: The Capital Preservation Promise applies strictly to MeritSKU software subscription fees. MeritSKU does not reimburse third-party advertising spend, supplier sample costs, freight carrier fees, or platform fees paid to third parties.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MERITSKU INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR COMMERCIAL OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PLATFORM.
IN NO EVENT SHALL MERITSKU'S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO MERITSKU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
11. Indemnification & Disclaimers
THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MERITSKU DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Customer shall defend, indemnify, and hold harmless MeritSKU Inc. against any third-party claims, damages, or costs arising out of Customer's product offerings, marketing campaigns, regulatory non-compliance, or breach of these Terms.
12. Delaware Law & Binding Arbitration
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. Any controversy or claim arising out of or relating to these Terms shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) in Wilmington, Delaware. Customer and MeritSKU agree that any dispute resolution proceedings will be conducted solely on an individual basis and not in a class, consolidated, or representative action (Class Action Waiver).