Terms of Service

These Terms of Service (the "Agreement") are a binding contract between Effizient LLC, a Texas limited liability company ("effizient," "we," "us," or "our"), and the business or other legal entity that subscribes to or uses the Services ("Customer," "you," or "your"). This Agreement governs your subscription to and use of the effizient platform.

1. Definitions

• "Services" means the effizient platform, including the ops workspace, the customer-facing wholesale ordering portal, related integrations, APIs, and documentation that we make available to you.
• "Customer Data" means data, content, and information that you or your Users submit to the Services or that we process on your behalf, including information about your own customers, products, orders, and pricing.
• "Users" means your personnel and other individuals you authorize to access the Services, and your wholesale buyers who use the ordering portal.
• "Plan" means the subscription tier (for example, Grow, Pro, or Scale) assigned to or selected by you, including its fees and account limits.
• "AUP", "Privacy Policy", "DPA", and "Service & Support Policy" mean the policies referenced in this Agreement and incorporated by reference.

2. The Services and License

Subject to this Agreement and your payment of the applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the Subscription Term for your internal business purposes and to serve your wholesale customers. We may modify, add, or discontinue features of the Services at any time. We reserve all rights not expressly granted.

3. Accounts and Security

You are responsible for configuring the Services, for all activity under your account and your Users' accounts, and for maintaining the confidentiality of credentials. You will ensure your Users comply with this Agreement, and you are responsible for their acts and omissions. Notify us promptly at support@effizient.io of any unauthorized access or suspected security incident.

4. Acceptable Use

Your use of the Services is subject to our Acceptable Use Policy, which is incorporated into this Agreement. Violating the AUP is a material breach of this Agreement and may result in suspension or termination under Section 9.

5. Fees and Payment

You agree to pay the fees for your Plan as presented to you at signup, in the Services, or in an order. Except as expressly stated otherwise, all fees are non-refundable, and payment obligations are non-cancelable for the current billing period.

Billing cycle and auto-renewal. Subscriptions are billed in advance on a recurring basis (generally every 30 days) and automatically renew for successive periods until canceled under Section 9. By subscribing, you authorize us and our payment processor to charge your selected payment method on a recurring basis for the then-current fees.

Payment methods and bank-payment discount. The standard price for each Plan is the price payable by credit or debit card. We offer a discount off the standard price when you pay by bank account (ACH) debit. This is a discount for paying by bank, not a surcharge for paying by card; card and debit payments are charged the standard price. Payments are processed by our third-party payment processor (Stripe), and you authorize the collection of bank-debit and card payments, including any related mandate.

Changes to fees. We may change our fees, introduce new charges, or change Plan features or limits at any time. For an increase to the recurring fees for your existing Plan, we will provide at least thirty (30) days' notice by email or through the Services, and the change will take effect on your next renewal on or after the stated effective date. If you do not agree to a fee change, your sole and exclusive remedy is to cancel before the change takes effect; continued use of the Services after the effective date constitutes acceptance of the new fees.

Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, VAT, and similar taxes, excluding taxes based on our net income.

Late or failed payment. If a charge fails (including an ACH return) or an amount is past due, we may retry the charge, suspend the Services, and/or charge interest on overdue amounts at the lesser of 1.5% per month or the maximum permitted by law, plus reasonable collection costs. Suspension for non-payment does not relieve you of your payment obligations.

6. Service Availability and Support

We will use commercially reasonable efforts to make the Services available and to provide support as described in our Service & Support Policy. THE SERVICES ARE PROVIDED WITHOUT ANY SERVICE-LEVEL AGREEMENT, UPTIME GUARANTEE, OR SERVICE CREDITS, AND WE DO NOT GUARANTEE ANY SUPPORT RESPONSE OR RESOLUTION TIME. We may perform maintenance and may modify or suspend the Services as reasonably necessary.

7. Beta and Early-Access Features

We may offer features identified as beta, preview, early access, or evaluation ("Beta Features"). Beta Features are provided "AS IS" and "AS AVAILABLE," may be changed or withdrawn at any time, are excluded from any commitments in this Agreement, and are used at your own risk.

8. Customer Data and Privacy

As between the parties, you own your Customer Data. You grant us a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data as necessary to provide, secure, and improve the Services and as otherwise permitted by this Agreement. We may also generate and use aggregated or de-identified data that does not identify you or any individual. You are responsible for your Customer Data, for the accuracy and legality of it, and for obtaining all rights, notices, and consents necessary for us to process it.

Our handling of personal information is described in our Privacy Policy. Where we process personal data on your behalf, the Data Processing Addendum applies and is incorporated into this Agreement.

9. Term, Cancellation, and Termination

This Agreement begins when you first accept it or use the Services and continues for as long as your subscription is active (the "Subscription Term"). You may cancel at any time, effective at the end of the then-current billing period, through the Services or by contacting us; you remain responsible for fees through the end of that period, and fees already paid are non-refundable.

We may suspend or terminate the Services or this Agreement: (a) immediately for cause if you breach this Agreement (including non-payment or an AUP violation) or if we reasonably determine your use poses a security, legal, or operational risk; or (b) for convenience on thirty (30) days' notice. On termination, your right to use the Services ends. We will make Customer Data available for export for thirty (30) days after termination, after which we may delete it as described in the Privacy Policy. Sections that by their nature should survive (including Sections 5, 8, and 10 through 21) survive termination.

10. Intellectual Property

effizient and its licensors own all right, title, and interest in and to the Services, including all software, technology, and content (excluding Customer Data), and all related intellectual property. Except for the limited license in Section 2, no rights are granted to you. You will not (and will not permit others to) copy, modify, reverse engineer, resell, sublicense, or create derivative works of the Services, or use them to build a competing product, except to the extent this restriction is prohibited by law.

Feedback. If you provide suggestions, ideas, or other feedback about the Services, you assign to effizient all rights in that feedback and agree that we may use it for any purpose without restriction, attribution, or compensation.

11. Third-Party Services

The Services integrate with third-party services (such as Shopify, QuickBooks Online, and Stripe). Your use of a third-party service is governed by your agreement with that provider, and we are not responsible for third-party services, their availability, or their acts or omissions. If a third-party service becomes unavailable or changes, we may modify or discontinue the related feature.

12. Confidentiality

Each party may access non-public information of the other that is designated confidential or should reasonably be understood to be confidential ("Confidential Information"). The receiving party will use Confidential Information only to perform under this Agreement and will protect it with at least reasonable care. This does not apply to information that is public, independently developed, or rightfully received from a third party, or where disclosure is required by law.

13. Warranties and Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, EFFIZIENT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THEY WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT. YOU ARE RESPONSIBLE FOR YOUR PRICING CONFIGURATION, TAX DETERMINATIONS, AND BUSINESS DECISIONS.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EFFIZIENT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID TO EFFIZIENT FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE LIABILITY. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

15. Indemnification

You will defend, indemnify, and hold harmless effizient and its officers, employees, and agents from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to your Customer Data, your use of the Services, your products and transactions with your customers, or your breach of this Agreement or violation of law.

16. Publicity

We may identify you as a customer and use your name and logo in our marketing materials and customer lists, consistent with any brand guidelines you provide. You may opt out at any time by emailing legal@effizient.io.

17. Changes to this Agreement

We may update this Agreement from time to time by posting a new version with an updated version identifier and effective date. For material changes, we will provide notice by email or through the Services before the change takes effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Agreement. If you do not agree, you must stop using and cancel the Services.

18. Dispute Resolution; Binding Arbitration; Class-Action Waiver

Informal resolution. Before starting an arbitration, the parties will try in good faith to resolve any dispute informally by sending a written notice describing the dispute to the other party and allowing thirty (30) days to resolve it.

Binding arbitration. ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES THAT IS NOT RESOLVED INFORMALLY WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS COMMERCIAL ARBITRATION RULES. The arbitration will be seated in Travis County, Texas, and may be conducted by videoconference. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action and jury waiver. ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AND WAIVE ANY RIGHT TO A JURY TRIAL. The arbitrator may not consolidate more than one party's claims.

Exceptions. Either party may bring an individual claim in small-claims court, and either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information. If the arbitration provision is found unenforceable, the parties submit to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas.

19. Governing Law

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules, and, where applicable, the Federal Arbitration Act. Subject to Section 18, the exclusive venue for any dispute is Travis County, Texas.

20. General

Assignment. You may not assign this Agreement without our prior written consent; we may assign it, including in connection with a merger, acquisition, or sale of assets. Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control. Notices. We may give notice by email or through the Services; notices to us go to legal@effizient.io. Entire agreement; order of precedence. This Agreement, together with the AUP, Privacy Policy, DPA, and Service & Support Policy, is the entire agreement between the parties and supersedes prior agreements on its subject matter; in a conflict about the processing of personal data, the DPA controls. A separately signed written agreement between the parties (for example, an order form or statement of work) will control over this Agreement to the extent of any conflict. Severability; waiver. If a provision is unenforceable, the rest remains in effect, and no waiver is effective unless in writing. No third-party beneficiaries.

21. Contact

If you have questions about this Agreement:

Effizient LLC
5900 Balcones Drive, Suite 100
Austin, Texas 78731
United States

Email: legal@effizient.io