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Terms of Service

Effective and last updated: July 28, 2026

These Terms of Service ("Terms") are a binding agreement between Mivaro Labs LLC, a Florida limited liability company ("Mivaro," "we," "us," or "our"), and the business or organization accepting these Terms ("Customer," "you," or "your"). Merchant Command is a service of Mivaro Labs LLC. These Terms govern access to and use of www.merchantcommand.com, app.merchantcommand.com, and related software, APIs, integrations, AI agents, features, and services (collectively, the "Service"). By checking an acceptance box, creating an account, signing an Order Form, or accessing or using the Service, Customer agrees to these Terms.

1. Eligibility, Business Use, and Authority

The Service is offered only for business and professional use. You may use the Service only if you are at least 18 years old and have legal authority to accept these Terms for the Customer. If you accept these Terms for a company, agency, client, or other organization, you represent that you have authority to bind that entity, and Customer means that entity.

The Service is currently offered to businesses located in the United States. It is not intended for personal, family, or household use, for use by minors, or for use by a business established outside the United States unless Mivaro approves that use in writing. Customer is responsible for determining whether its use of the Service, including its processing of data about individuals outside the United States, is lawful.

If Customer uses the Service for a client or another third party, Customer must have authority to connect that party's systems, access its data, and authorize actions on its behalf. Customer remains responsible for its client relationship and for all acts and omissions of its Authorized Users.

2. The Service

Merchant Command is a business software platform that enables Customers to connect third-party applications, use artificial intelligence and software agents to analyze business information, automate workflows, receive recommendations, and perform authorized actions through connected services.

The Service may include direct integrations, integrations provided through infrastructure providers such as Pipedream, APIs, model-routing services, beta features, and other tools. Shopify is expected to be an initial Connected Service. Additional integrations may be added, changed, limited, or removed over time. A service being available through an integration provider does not mean that Mivaro has tested, certified, or supports every feature of that service.

We may improve, modify, replace, or discontinue features, models, integrations, interfaces, and usage limits. We will use commercially reasonable efforts to provide notice of a material discontinuation that substantially reduces paid functionality during a current subscription term, unless the change is required for security, law, third-party platform compliance, or circumstances outside our reasonable control.

Features identified as beta, preview, pilot, experimental, early access, or similar may be incomplete, may change without notice, and may be suspended or discontinued at any time. They are provided for evaluation and may be subject to additional terms.

3. Accounts and Authorized Users

Customer must provide accurate account, business, and billing information and keep it current. Customer may invite employees, contractors, or other individuals to use the Service as Authorized Users. The account owner and administrators control account membership, roles, connections, permissions, approval settings, and automation settings.

Customer is responsible for:

  • all activity under its account, including activity by Authorized Users and agents acting within configured permissions;
  • assigning appropriate roles and applying least-privilege access;
  • maintaining the confidentiality of login credentials, support codes, API keys, tokens, and other credentials;
  • promptly removing users who no longer require access; and
  • notifying us promptly of suspected unauthorized access or account compromise.

Individual login credentials may not be shared. Customer may not permit access by a competitor for competitive analysis or by any person who is not authorized by Customer. We may rely on instructions submitted through Customer's account as authorized until Customer notifies us of compromise and we have had a reasonable opportunity to act.

4. Connected Services, Credentials, and Permissions

A Connected Service is a third-party platform, application, marketplace, data source, or API that Customer connects to Merchant Command. By connecting a Connected Service, Customer authorizes Mivaro and its integration providers to access, retrieve, transmit, create, update, delete, or otherwise process data and perform actions within the scopes and permissions Customer grants.

Connections may be native to Merchant Command or provided through Pipedream or another integration provider. Depending on the connection, authentication credentials may be stored and managed by Mivaro or by the integration provider. Credentials may include OAuth tokens, API keys, access tokens, refresh tokens, webhook secrets, and similar authentication data. Customer authorizes their use solely to provide the Service and carry out Customer's instructions.

Customer represents that it owns or is authorized to use each Connected Service and that it has obtained all rights, notices, consents, and approvals needed to provide access. Customer must comply with the terms, policies, rate limits, and acceptable-use requirements of each Connected Service. Mivaro is not responsible for Customer's violation of third-party terms.

Customer can disconnect a Connected Service through the Service where that control is available. Customer may also need to revoke access directly within the Connected Service. Disconnecting a service stops future access after the disconnection is processed but may not reverse completed actions or immediately remove data already processed or retained under our Privacy Policy.

Third parties may change or discontinue APIs, permissions, data fields, authentication methods, or services without notice to us. We do not guarantee that any Connected Service will remain available, compatible, complete, or error-free.

5. Customer Data and Customer Instructions

Customer Data means data, content, records, communications, files, prompts, instructions, agent configurations, credentials, and other information submitted by or for Customer, retrieved from Connected Services, or generated for Customer through the Service. Customer Data may include information about Customer's customers, prospects, employees, contractors, and users. Customer Content means the portion of Customer Data supplied or selected by Customer or its Authorized Users, including prompts, files, instructions, and configurations.

As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Mivaro a worldwide, non-exclusive, royalty-free license during the applicable retention period to host, copy, transmit, transform, display, and otherwise process Customer Data only as reasonably necessary to:

  • provide and operate the Service and carry out Customer's instructions;
  • authenticate connections and execute authorized agent actions;
  • maintain, secure, monitor, and troubleshoot the Service;
  • provide support requested by Customer;
  • prevent fraud, abuse, and security incidents; and
  • comply with applicable law and enforce these Terms.

Customer represents that it has all rights and lawful bases necessary for Mivaro and its providers to process Customer Data as described in these Terms and the Privacy Policy. Customer is responsible for the legality, accuracy, quality, and integrity of Customer Data and for providing required notices and honoring applicable privacy choices.

Customer must not submit Social Security numbers, government identification numbers, full payment-card numbers, protected health information, biometric identifiers, passwords unrelated to an authorized connection, or other regulated or highly sensitive information unless Mivaro has expressly approved that data type in writing and appropriate contractual and technical safeguards are in place. This restriction does not prohibit authentication credentials intentionally supplied to establish an authorized connection.

Mivaro may generate and use aggregated or deidentified technical, usage, performance, and security information that does not identify Customer, an individual, or reveal Customer Content. We may use that information to operate, secure, measure, and improve the reliability of the Service, and we will not attempt to reidentify it.

6. Artificial Intelligence Services and Output

The Service uses artificial intelligence models, retrieval systems, rules, software tools, and other automated technologies supplied or hosted by Mivaro and third parties. Different models may be selected dynamically based on the task, Customer settings, capability, cost, availability, latency, and safety considerations.

Customer Content and relevant Connected Service data may be transmitted to AI model or infrastructure providers to generate responses, analyze information, select tools, or execute Customer instructions. Our standard is not to permit Customer Content to be used to train generalized AI models. We will not intentionally route Customer Content under terms that permit generalized model training unless Customer separately and affirmatively authorizes that use. Providers may retain or review limited data for service operation, security, abuse prevention, or legal compliance under their applicable business terms.

Output means content, recommendations, analyses, classifications, drafts, code, or other material generated by or through the Service. Output may be inaccurate, incomplete, misleading, outdated, biased, offensive, non-unique, or unsuitable for Customer's circumstances. AI systems may hallucinate facts, misread data, misunderstand instructions, follow malicious instructions embedded in external content, or select an incorrect tool or action.

Customer must independently evaluate Output and verify material facts before relying on, publishing, sending, or acting on it. Output is not legal, tax, accounting, investment, medical, employment, compliance, or other professional advice. Customer is responsible for obtaining qualified professional advice where appropriate.

As between Mivaro and Customer, and subject to applicable law and third-party rights, Customer may use and owns Output generated specifically for Customer. To the extent Mivaro obtains any assignable rights in that Output, Mivaro assigns those rights to Customer upon creation. Because AI output may not be unique, other users may receive similar or identical material. We do not represent that Output is copyrightable, noninfringing, or exclusive.

The AI and Automated Actions Policy, available on our website, is incorporated into these Terms.

7. Agent Actions, Approvals, and Standing Authorization

Agents may retrieve information, analyze data, prepare recommendations, and perform actions through Connected Services. The Service may classify operations based on context and risk, including:

  • Read and analysis operations, such as retrieving, monitoring, summarizing, or comparing data, which often may occur without per-action approval;
  • Approval-required actions, such as writes or external actions that the Service presents for approval before execution; and
  • Pre-authorized actions, which Customer has approved in advance through account settings, agent instructions, workflows, scopes, thresholds, limits, or similar controls.

The classification of an operation may change based on its context, amount, frequency, destination, data sensitivity, or potential impact. A read operation is not necessarily risk-free, and a write operation is not necessarily high risk. Mivaro may require additional confirmation, reduce permissions, block an action, or suspend automation when we reasonably believe an action presents legal, security, fraud, safety, financial, or platform risk.

A Pre-authorized Action performed within the scope of Customer's configured authorization is deemed instructed and approved by Customer, even if no person approves it at the time of execution. Customer is responsible for selecting permissions, monetary limits, frequency limits, recipients, data scopes, and other controls available in the Service. Revocation or modification of standing authorization is prospective and may not stop an action that has already executed or entered a third-party processing queue.

Customer is responsible for charges, usage, transactions, advertising spend, messaging fees, API fees, infrastructure costs, refunds, discounts, purchases, and other financial consequences generated through Customer's account or Connected Services within permissions granted by Customer, including consequences resulting from repetitive, recursive, misconfigured, or unexpectedly high-volume workflows. Customer must configure appropriate budgets, quotas, rate limits, approval thresholds, alerts, and other controls. Mivaro may apply limits, pause workflows, or suspend activity, but does not guarantee that it will detect or prevent excessive or unintended costs before they are incurred.

Agents may, where enabled and authorized, update products, listings, prices, discounts, inventory, orders, fulfillment, refunds, advertising settings, budgets, customer records, or other Connected Service data; publish content; and send emails, messages, support responses, or other communications. Customer is the merchant, advertiser, sender, and decision-maker for those actions. Customer is responsible for the legality, accuracy, timing, recipients, disclosures, consents, opt-out handling, and business consequences of each action.

Mivaro acts only as a technology provider transmitting Customer's instructions. Nothing in these Terms creates a fiduciary, employment, franchise, partnership, or legal agency relationship between Mivaro and Customer or between Mivaro and Customer's customers.

We maintain records of material agent activity, which may include inputs, outputs, tool calls, approvals, authorization settings, changes, actors, and timestamps. Logs may be incomplete due to third-party limitations, outages, or system errors. Customer should review available logs and promptly investigate unexpected activity.

Actions may be delayed, duplicated, partially completed, rejected, or irreversible. Mivaro does not guarantee that an action can be undone or that a Connected Service will implement an instruction exactly as intended.

8. Customer Responsibilities

Customer is responsible for its business, products, services, stores, listings, prices, inventory, advertising, communications, legal compliance, and relationships with its customers and third parties. Customer must:

  • supervise Authorized Users and agents and review the Service's settings and permissions;
  • maintain independent backups or exports of critical business data before enabling write access or automation;
  • test workflows and automations in a limited environment when reasonably possible;
  • configure and monitor budgets, quotas, rate limits, approval thresholds, alerts, and other controls for workflows that may create charges or repeated actions;
  • verify Output and material actions before relying on them;
  • comply with consumer-protection, advertising, privacy, marketing, intellectual-property, tax, employment, accessibility, export, sanctions, and industry-specific laws;
  • obtain and maintain all required rights, licenses, consents, and notices;
  • honor customer requests, marketing opt-outs, refunds, returns, and platform obligations; and
  • use the Service in accordance with the Acceptable Use Policy and third-party platform rules.

Customer bears the risk of business decisions and actions taken using the Service, including actions taken under Customer's standing authorization. Subject to the limitations and allocations of responsibility in these Terms, Customer is responsible for third-party fees and operational consequences incurred through activity authorized under its account. Customer may not rely on the Service as a substitute for appropriate human judgment, internal controls, professional advice, or legal compliance review.

9. Plans, Fees, Billing, Renewal, and Cancellation

The Service may be offered through free accounts, pilots, trials, monthly or annual subscriptions, usage-based fees, AI credits, overages, promotional plans, or individually negotiated order forms. The applicable pricing page, checkout screen, order form, statement of work, or other ordering document accepted by Customer is an Order Form and is incorporated into these Terms.

Free Trials. Mivaro may offer free or promotional trial access for the period specified on the applicable signup page, checkout screen, Order Form, promotional offer, or account interface (the "Trial Period"). Trial duration, features, usage limits, eligibility, and conversion terms may vary by offer. Before enrollment, the applicable offer will disclose the Trial Period, whether payment information is required, whether the trial automatically converts to a paid subscription, the price and billing frequency that will apply after the trial, and how and when to cancel to avoid charges.

If Customer enrolls in a trial that automatically converts to a paid subscription, Customer authorizes Mivaro or its payment processor to charge the payment method on file beginning when the Trial Period ends, unless Customer cancels by the deadline disclosed during enrollment. If an offer does not require payment information or automatic conversion, access may end or become limited when the Trial Period expires unless Customer selects a paid plan.

Unless otherwise stated in the applicable offer, trials are limited to one per Customer and may not be combined with other promotions. Mivaro may deny or discontinue trial access if it reasonably believes Customer has previously used a trial, created duplicate accounts, provided inaccurate information, or attempted to circumvent trial restrictions.

Free and trial access is provided for evaluation and limited use, carries no service-level commitment, and remains subject to all disclaimers and limitations of liability in these Terms. Customer should test agents using limited permissions and noncritical workflows before permitting production actions.

Customer must pay all fees and taxes shown in the applicable Order Form. Fees are stated in U.S. dollars unless otherwise specified. We may use a third-party payment processor. Mivaro does not intend to store full payment-card numbers and may receive limited billing details and transaction status from the processor.

Automatic renewal. Unless the Order Form states otherwise, each paid subscription automatically renews for successive periods equal to the expiring term at the then-current price until canceled. By purchasing a recurring subscription, Customer authorizes Mivaro or its payment processor to charge the payment method on file at the start of each renewal term and for applicable usage-based charges. Recurring terms will be disclosed at checkout or in the Order Form before the first charge.

Cancellation. Customer may cancel renewal through the cancellation method made available in the Service or by contacting support. Cancellation stops the next renewal and takes effect at the end of the current paid term. Customer will retain access through that date unless the account is suspended or terminated for cause. Mid-term cancellation does not produce a prorated refund or credit.

Except where required by law or expressly stated in an Order Form, all fees are nonrefundable, including fees for partial periods, unused capacity, purchased credits, and usage already incurred. Trial conversion, credit expiration, rollover, overage rates, spending limits, and usage thresholds will be disclosed in the applicable plan terms or Order Form.

We may change prices or plan features. For a material increase to a recurring base subscription price, we will provide at least 30 days' notice before the increase applies to the next renewal, unless a shorter period is required because of taxes, third-party pass-through charges, law, or a Customer-requested change. Usage-based rates may change as stated in the applicable plan terms.

Customer must maintain a valid payment method. Overdue amounts may accrue lawful collection costs and may result in restricted functionality or suspension. Customer must notify us of a good-faith billing dispute within 30 days after the applicable invoice or charge, without limiting rights that cannot lawfully be waived.

Free, promotional, beta, and pilot access may be limited, modified, or discontinued, subject to any specific terms presented when Customer enrolled. Mivaro may determine or modify the availability, length, eligibility criteria, features, usage allowances, and other conditions of future trial offers. Changes will not shorten a Trial Period already accepted by Customer unless required for security, abuse prevention, legal compliance, or termination under these Terms.

10. Ownership, License, and Restrictions

Mivaro and its licensors own the Service, including its software, architecture, user interfaces, designs, documentation, APIs, connectors, templates, general workflows, system prompts, agent frameworks, methods, models owned by Mivaro, and all improvements and derivative works of those materials. Except for the limited right to use the Service under these Terms, no rights are transferred to Customer.

During the applicable subscription term, Mivaro grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for Customer's internal business purposes and authorized client work, subject to the plan and these Terms.

Customer may not, and may not enable another person to:

  • copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Service except as expressly permitted;
  • reverse engineer, decompile, disassemble, discover source code, or circumvent technical protections, except to the limited extent a restriction is prohibited by law;
  • access the Service to build or train a competing product, model, dataset, connector library, or agent platform;
  • systematically scrape, harvest, or extract the Service, system prompts, model behavior, or nonpublic documentation;
  • resell, timeshare, or provide the Service as a service bureau unless an Order Form expressly permits it;
  • remove proprietary notices or misrepresent ownership; or
  • exceed usage limits, bypass billing, or interfere with the Service.

If Customer provides suggestions, ideas, or feedback, Customer grants Mivaro a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or compensation, provided we do not identify Customer publicly without permission.

11. Confidentiality

Each party may receive nonpublic information that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information. Nonpublic information about the Service, security, pricing, product plans, and technology is Mivaro's Confidential Information.

The receiving party will use Confidential Information only to perform or exercise rights under these Terms, protect it using at least reasonable care, and disclose it only to personnel, contractors, professional advisers, and subprocessors who need to know it and are bound by confidentiality obligations. These restrictions do not apply to information that the receiving party can document was lawfully known without restriction, independently developed, rightfully received from another source, or made public without breach.

A party may disclose Confidential Information when required by law, subpoena, or court order, provided it gives advance notice when legally permitted and reasonable assistance at the disclosing party's expense. Unauthorized use or disclosure may cause irreparable harm for which injunctive relief may be appropriate.

12. Data Protection and Security

For account, website, billing, and direct relationship information, Mivaro generally determines the purposes and means of processing as described in the Privacy Policy. For personal information contained in Customer Data that Mivaro processes solely to provide the Service on Customer's instructions, Customer is the controller or business and Mivaro is the processor or service provider, as those terms are defined by applicable privacy laws.

To the extent applicable law requires processor or service-provider terms, Mivaro will:

  • process Customer personal information only for the limited and specified purposes described in these Terms, the applicable Order Form, and Customer's documented instructions;
  • not sell or share Customer personal information, use it for targeted advertising, or retain, use, or disclose it outside the direct business relationship except as permitted by applicable law;
  • not combine Customer personal information with personal information received from another source except as permitted by law to provide the Service;
  • require personnel with access to maintain confidentiality;
  • implement reasonable administrative, technical, and organizational safeguards appropriate to the nature of the data and the Service;
  • require subprocessors to protect Customer personal information under written obligations;
  • provide reasonable assistance with authenticated privacy requests, assessments, and compliance information, taking into account the nature of processing;
  • notify Customer without undue delay after confirming a security incident affecting Customer Data when notice is required by law or contract; and
  • delete or return Customer personal information after termination as described in the Privacy Policy, unless retention is required by law.

Customer authorizes Mivaro to use subprocessors, including AI model and hosting providers, cloud and database providers, authentication providers, communications providers, payment processors, security providers, and integration infrastructure such as Pipedream. Mivaro may replace or add subprocessors. We will provide notice of a material change when required by applicable law or an executed data processing addendum.

Mivaro will notify Customer if we determine that we can no longer meet a material obligation applicable to Customer personal information and will take reasonable steps to stop and remediate unauthorized processing. Customer may take reasonable and proportionate steps to verify compliance, subject to confidentiality, security, and operational protections.

The Privacy Policy describes our collection, use, disclosure, retention, and rights practices and is incorporated into these Terms. The parties may enter into a separate data processing addendum. If executed, that addendum controls over conflicting provisions concerning personal-data processing.

No method of transmission or storage is completely secure. Customer is responsible for configuring appropriate permissions and for promptly notifying us of suspected incidents.

13. Acceptable Use

Customer and its Authorized Users must comply with the Acceptable Use Policy, available on our website and incorporated into these Terms. Customer may not use the Service for illegal, fraudulent, deceptive, abusive, infringing, privacy-invasive, unsafe, or unauthorized activity, or to circumvent safeguards or third-party platform rules.

14. Suspension and Protective Measures

Risky activity may include runaway, recursive, anomalous, duplicative, unexpectedly high-volume, or rapidly escalating agent activity; suspected prompt injection; compromised credentials; attempted permission escalation; or behavior likely to generate material costs, data changes, communications, or third-party actions outside Customer's apparent intent.

We may limit, throttle, block an action, disable a connection or agent, or suspend access immediately if we reasonably believe that:

  • Customer has violated these Terms or the Acceptable Use Policy;
  • an account, credential, workflow, or action creates a security, fraud, privacy, legal, financial, or safety risk;
  • suspension is requested by a Connected Service, provider, governmental authority, or rights holder;
  • use threatens the Service or another customer;
  • payment is overdue; or
  • action is necessary to comply with law or prevent material harm.

Where reasonably practicable, we will provide notice and an opportunity to cure. We may preserve records and cooperate with providers or authorities as required by law. We will use reasonable efforts to restore access after the issue is resolved, but we do not guarantee restoration of a third-party connection.

15. Term and Termination

These Terms begin when Customer first accepts them or uses the Service and continue until terminated. Customer may stop using the Service at any time and may cancel a paid subscription as described in Section 9.

Either party may terminate an Order Form for a material breach if the breach is not cured within 10 days after written notice, unless the breach cannot be cured or presents an immediate security, legal, or fraud risk, in which case termination may be immediate. Mivaro may terminate free, beta, or pilot access at any time. We may terminate a paid Service for convenience on at least 30 days' notice and will refund prepaid base subscription fees allocable to the terminated period, excluding usage charges and amounts owed.

Upon termination or expiration, Customer's right to access the Service ends. Customer should export data it wishes to retain before termination. We may delete Customer Data according to the Privacy Policy. Termination does not relieve Customer of payment obligations incurred before termination. No refund is due if we terminate for Customer's breach.

Sections that by their nature should survive will survive, including payment obligations, ownership, confidentiality, disclaimers, indemnification, liability limitations, dispute resolution, and general terms.

16. Third-Party Services and Materials

The Service may display, access, or depend on third-party services, models, data, content, websites, APIs, or software. Those items are governed by their own terms and privacy practices. Mivaro does not control and is not responsible for third-party availability, accuracy, security, legality, support, changes, or acts and omissions.

Customer's use of a Connected Service is a relationship between Customer and that provider. Mivaro is not responsible for account suspension, data loss, fees, enforcement, or other consequences imposed by a third party. Third-party changes may require us to modify or discontinue functionality without liability.

17. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, OUTPUT, AGENTS, INTEGRATIONS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." MIVARO AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, COMPATIBLE WITH ANY THIRD-PARTY SERVICE, OR SUITABLE FOR CUSTOMER'S REQUIREMENTS; THAT OUTPUT OR ACTIONS WILL BE ACCURATE, COMPLETE, LAWFUL, OR REVERSIBLE; OR THAT CUSTOMER WILL ACHIEVE ANY REVENUE, PROFIT, SAVINGS, PERFORMANCE, OR OTHER RESULT.

MIVARO IS NOT RESPONSIBLE FOR CUSTOMER'S PRODUCTS, PRICES, INVENTORY, ADVERTISING, COMMUNICATIONS, REFUNDS, ORDERS, PLATFORM COMPLIANCE, LEGAL OBLIGATIONS, BUSINESS DECISIONS, OR ACTIONS AUTHORIZED THROUGH CUSTOMER'S ACCOUNT. CUSTOMER USES AI OUTPUT AND AUTOMATION AT ITS OWN RISK.

Some jurisdictions do not allow certain warranty disclaimers, so some of these exclusions may not apply to the extent prohibited by law.

18. Indemnification

Customer will defend, indemnify, and hold harmless Mivaro, its affiliates, and their respective officers, directors, employees, contractors, and agents from third-party claims, demands, proceedings, damages, losses, liabilities, penalties, judgments, settlements, costs, and reasonable attorneys' fees arising out of or relating to:

  • Customer Data, Customer's products or services, or Customer's business practices;
  • actions, communications, decisions, or transactions taken through Customer's account or Connected Services;
  • Customer's or an Authorized User's breach of these Terms, the policies, law, or third-party rights;
  • Customer's failure to obtain required rights, notices, consents, or permissions; or
  • a dispute between Customer and its customer, client, Authorized User, Connected Service, or other third party.

Mivaro will provide reasonable notice of an indemnified claim and may participate with counsel of its choice at its own expense. Customer may not settle a claim in a manner that admits fault by, imposes obligations on, or fails to fully release Mivaro without Mivaro's written consent.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MIVARO AND ITS AFFILIATES, LICENSORS, PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, SAVINGS, GOODWILL, BUSINESS OPPORTUNITY, OR DATA; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; ADVERTISING SPEND; PLATFORM SUSPENSION; OR ERRORS IN PRICING, INVENTORY, ORDERS, REFUNDS, COMMUNICATIONS, OR OTHER AGENT ACTIONS, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF MIVARO AND THE OTHER RELEASED PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY CUSTOMER TO MIVARO FOR THE SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR (B) $100.

These limitations apply regardless of the theory of liability and even if a remedy fails of its essential purpose. They do not limit Customer's payment obligations, Customer's indemnification obligations, or liability that cannot lawfully be limited. The pricing and risk allocation in these Terms reflect these limitations.

20. Governing Law, Arbitration, and Class-Action Waiver

Governing law. Florida law governs these Terms and any dispute, without regard to conflict-of-law rules. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement.

Informal resolution. Before filing arbitration or litigation, the complaining party must send a written notice describing the dispute, relevant account and contact information, the factual and legal basis, and the requested relief. Notices to Mivaro must be sent to support@merchantcommand.com with the subject line Legal Dispute Notice and by mail to the address in Section 23. The parties will attempt in good faith to resolve the dispute for 30 days after receipt.

Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the parties' relationship that is not resolved informally will be resolved by binding arbitration administered by JAMS before one neutral arbitrator. The JAMS Streamlined Arbitration Rules and Procedures will apply to claims within their scope, and the JAMS Comprehensive Arbitration Rules and Procedures will apply to other claims, in each case as in effect when arbitration is commenced. The arbitrator may award any relief available in court on an individual basis and will issue a reasoned written decision.

The legal seat of arbitration will be Hillsborough County, Florida. Hearings will be conducted remotely by video or telephone unless the parties agree otherwise or the arbitrator determines that an in-person hearing is necessary. Any in-person hearing will take place in Hillsborough County unless the parties agree to another location. The arbitration language will be English. Fees will be allocated under the applicable JAMS rules, and each party will bear its own attorneys' fees unless an applicable law or the arbitrator permits an award.

Exceptions. Either party may bring an individual claim in a court of competent small-claims jurisdiction. Either party may seek temporary or injunctive relief in a court to prevent actual or threatened infringement, misuse of intellectual property, breach of confidentiality, unauthorized system access, data-security harm, or violation that could cause irreparable harm. A court may enforce this arbitration agreement or an arbitration award.

Individual proceedings only. DISPUTES MUST BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. NEITHER PARTY MAY PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION OR ARBITRATION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER A REPRESENTATIVE PROCEEDING WITHOUT THE WRITTEN CONSENT OF ALL PARTIES.

Jury-trial waiver. TO THE EXTENT A DISPUTE PROCEEDS IN COURT, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES A TRIAL BY JURY.

Arbitration opt-out. Customer may opt out of this arbitration agreement by emailing support@merchantcommand.com within 30 days after first accepting these Terms. The subject line must be Arbitration Opt-Out, and the notice must include Customer's legal name, account email, business address, and a clear statement that Customer rejects arbitration. Opting out does not affect any other provision.

If a dispute is not subject to arbitration, the state and federal courts located in Hillsborough County, Florida, including the United States District Court for the Middle District of Florida, Tampa Division, will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

If the prohibition on representative proceedings is found unenforceable as to a particular claim or remedy, that claim or remedy will be severed and litigated in court after all arbitrable claims are resolved. The remainder of this Section will remain effective.

21. Changes to Terms and Policies

We may update these Terms and incorporated policies. For a material change, we will provide notice by email, in-product notice, or another reasonable method, generally at least 30 days before the change takes effect unless a shorter period is needed for law, security, third-party platform requirements, or to prevent harm. Nonmaterial changes may take effect when posted.

Continued use after the effective date constitutes acceptance, except where applicable law requires affirmative consent. We will not retroactively expand our right to use previously collected Customer Content for generalized AI model training without Customer's separate affirmative consent.

22. General Terms

Order of precedence. If documents conflict, an executed data processing addendum controls for personal-data processing, an Order Form controls for its specific commercial terms, these Terms control for other matters, and the incorporated policies control for their subject matter.

Assignment. Customer may not assign these Terms without Mivaro's written consent. Mivaro may assign them in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all relevant assets, or to an affiliate.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except Customer's payment obligations.

Export and sanctions. Customer may not use the Service in violation of U.S. export-control, trade-sanctions, or anti-boycott laws, or permit use by a prohibited person or in a prohibited territory.

No waiver; severability. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will remain in effect.

Entire agreement. These Terms, the Order Forms, the Privacy Policy, the Acceptable Use Policy, the AI and Automated Actions Policy, and any executed addenda are the entire agreement about the Service and supersede prior or contemporaneous agreements on that subject.

Electronic notices and acceptance. Customer agrees to electronic records, signatures, and notices. We may send notices to the account email or through the Service. Customer must keep contact information current.

No third-party beneficiaries. These Terms do not create rights for any third party.

Headings and interpretation. Headings are for convenience. The words "including" and "such as" mean "including without limitation."

23. Contact

Merchant Command is a service of Mivaro Labs LLC.

Email: support@merchantcommand.com

Website: merchantcommand.com