1. Agreement Acceptance
By signing the Service Agreement with Mercato Agency ("Company"), you ("Client") accept these Terms of Use in full. If you do not agree, do not sign or use the Service.
These Terms, combined with the pricing and performance agreement, constitute the entire binding contract between you and Mercato.
2. Service Description
Mercato provides an AI-powered chatbot solution for fashion e-commerce including:
- 24/7 automated customer support chatbot
- Personalized product recommendation engine (rule-based)
- Virtual try-on integration (Gemini API, apparel only)
- Multi-language support (3 languages per contract)
- Real-time analytics dashboard
- Integration with one e-commerce platform (Shopify, WooCommerce, BigCommerce, or custom)
Note: Specific features vary by package tier (Basic, Pro, Enterprise). See Service Agreement for details.
3. Contract Duration & Renewal
3.1 Initial Term
- Duration: 120 days from go-live date
- Setup & Onboarding: Weeks 3-4 (not counted in 120-day term)
- Go-Live: End of Weeks 3-4
- Performance Guarantee Period: First 60 days of the 120-day term
3.2 Auto-Renewal
After 120 days:
- Contract automatically renews for successive 30-day periods
- Billing occurs on the same day of each month (anniversary of onboarding date)
- Client may cancel with 30 days written notice before renewal
3.3 Payment Method
All recurring payments processed via PayPal on the contracted date. Client is responsible for maintaining valid PayPal account.
4. Performance Guarantee (60-Day Period)
CRITICAL BUSINESS TERMS
4.1 Guaranteed Outcome
Mercato guarantees a 20-30% relative lift in conversion rate for eligible clients, measured over the first 60 days of the 120-day term.
Example: If baseline conversion rate is 3.0%, a 20-30% lift means new conversion rate of 3.6%-3.9%.
4.2 Eligibility Requirements
The guarantee applies ONLY if:
Important: If any condition is not met, the guarantee is void.
4.3 If Guarantee NOT Met
If conversion lift does not reach 20-30% by day 60:
Mercato provides free optimization service for 60 additional days (days 61-120) with no service fees charged. Client continues paying 50% of monthly fee for infrastructure/API costs. Mercato's team works to achieve the 20-30% target.
Client may request contract termination with no further payment obligations. All client data is deleted within 30 days.
Note: There is no refund of setup/maintenance fees or prior service fees. The guarantee is service continuity, not monetary refund.
4.4 After 120 Days
Once 120-day term ends, the performance guarantee expires. Mercato makes no further guarantees. Renewal is month-to-month.
5. Liability & Disclaimer
READ CAREFULLY
5.1 Limitation of Liability
MERCATO SHALL NOT BE LIABLE FOR:
- Indirect, incidental, special, or consequential damages
- Loss of revenue, profit, data, or business opportunity
- Third-party claims or actions
- Any damages arising from your use of the Service
- Performance issues caused by your platform, internet, or infrastructure
5.2 Liability Cap
Mercato's total liability to you shall not exceed zero rupees (INR 0) in any circumstance.
You acknowledge and agree that Mercato has zero financial liability regardless of cause. This includes failure to deliver the Service, breach of contract, negligence, or gross negligence.
5.3 Assumption of Risk
You assume all risk of using the Service. By signing this agreement, you waive any right to sue Mercato for damages, financial loss, or business harm.
5.4 No Warranty
THE SERVICE IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING:
- Merchantability
- Fitness for a particular purpose
- Non-infringement
- Accuracy or completeness of recommendations
- Uptime or availability
6. Intellectual Property
6.1 Mercato IP
- All chatbot code, recommendation algorithms, and AI models are Mercato property
- You obtain a non-exclusive license to use the Service during contract term
- You may not reverse-engineer, decompile, or extract models/data
- Upon contract end, all license rights terminate
6.2 Your IP
- You retain ownership of product catalog, images, descriptions
- You grant Mercato a license to use your data solely for Service delivery
- You are responsible for IP compliance (no counterfeit, stolen, or infringing products)
6.3 Feedback & Suggestions
Any feedback, suggestions, or ideas you provide become Mercato property with no compensation to you.
7. Acceptable Use Policy
You agree NOT to:
⚠️ Violation results in immediate contract termination with no refund.
8. Data Ownership & Export
8.1 Your Data
You retain ownership of:
- Product catalog and images
- Customer conversation data
- Sales and analytics data
- CRM and historical records
8.2 Export Rights
Upon contract termination, you may request export of all your data in CSV format within 14 days. Mercato will provide it at no charge.
8.3 Data Deletion
30 days after contract end, all your data (except anonymized analytics and legally required records) is permanently deleted.
9. Termination
9.1 Termination by Client
- After 120-day initial term, you may cancel with 30 days written notice
- No refund of service fees paid to date
- Setup/maintenance fees are non-refundable under all circumstances
9.2 Termination by Mercato
Mercato may terminate immediately if:
- You violate Acceptable Use Policy
- Payment fails for 30+ days
- You breach material contract terms and don't remedy within 7 days notice
- Force majeure or business closure
9.3 Effect of Termination
- Service access terminates immediately
- Your license to use chatbot software expires
- All billing obligations end (except past-due amounts)
- Data is deleted per Section 8
10. Modification of Service
Mercato reserves the right to:
- Modify, suspend, or discontinue features with 30 days notice
- Update pricing for new contract periods (notice at renewal)
- Perform maintenance with minimal notice
- Update this Terms document (revised version supersedes prior)
You will be notified of material changes via email. Continued use after notice constitutes acceptance.
11. Indemnification
You agree to defend, indemnify, and hold harmless Mercato from:
12. Dispute Resolution
12.1 Governing Law
These Terms are governed by the laws of the Republic of India, without regard to conflict of laws.
12.2 Jurisdiction
You agree to exclusive jurisdiction of courts in India for all disputes. You waive any objection based on inconvenient forum.
12.3 Dispute Process
- 1Attempt amicable resolution via email for 15 days
- 2If unresolved, either party may file in Indian civil court
- 3Costs and attorney fees borne by each party
13. Entire Agreement
This Terms document, the Service Agreement, and Privacy Policy constitute the entire agreement. Prior agreements, understandings, or negotiations are superseded. No oral agreements are valid.
14. Severability
If any provision is found unenforceable, it is severed and remaining provisions remain valid.