TERMS & CONDITIONS

1.1 ecomprosinc.com ("our Website" or "our Site") is a multi-channel, feed management platform operated by ECOMPROS INC, (hereinafter referred to as "ECOMPROS", "us", "our", or "we"). Our Site enables all retailers and merchants ("Merchants",  "you" or "yours") to upload, manage and distribute their product data to various platforms and audiences.

1.2 This ECOMPROS Merchant Agreement, as amended from time to time, (including the Privacy Policy and other policies or documents incorporated herein by reference) ("this Agreement") applies to all the services provided by us to you from time to time (collectively, the "Services"). Before you register to become a Merchant you must read, agree with, and accept all of the terms and conditions contained in this Agreement. If you do not agree with all the provisions of this Agreement, you may not register for a Merchant Account and/or use the Services. By completing the registration process, you are deemed to have read and agreed to all the terms of this Agreement, including the disclaimer provisions in clause 16  below.

2. MERCHANT ELIGIBILITY

2.1 In order to use any of the Services and become a Merchant, you must lawfully market and/or sell your own products and/or services ("Products") via an online store ("Online Merchant Site") and/or bricks and mortar store ("Merchant Store") which you own and operate.

2.2 In order to use any of the Services you must register for an account ("Account") which enables you to access the ECOMPROS platform within our Website ("Platform") via which you can access the Services.

2.3 Note that we are not obliged to accept your registration application and reserve the right not to enter into this Agreement with you as we may reasonably deem fit. (Reasons for any such refusal could include for example that you have previously been suspended from our Services or you pose an unacceptable level of risk for ECOMPROS.)

3. COMMENCEMENT & DURATION

3.1 This Agreement will commence upon our acceptance of your registration application and will endure indefinitely, subject to termination in accordance with the provisions of this Agreement.

3.2 You acknowledge that you will remain bound by this Agreement (as may be amended from time to time in terms of clause 8 below) for as long as you use any of the Services. This Agreement will terminate automatically and simultaneously with the termination for any reason of the Services provided to you by us.

3.3 The expiration or termination of this Agreement shall not affect such of the provisions of the Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

4. THE SERVICES

4.1 Uploading of your product data: You will supply us with details of all the Products marketed ("Product Data") or offered for sale by you on your Merchant Site and/or Merchant Store via an xml feed or direct API integration having the specification determined by us from time to time ("Feed"). Such Feed must either be dynamically generated (typical of a normal server-side script) or if static, be generated on a daily basis. 

4.2 Management of your product data: The Platform allows you to modify and enhance your product listings for the export and distribution to your desired Channels. We will endeavor to provide a service whereby we provide recommendations for good quality product data when it becomes available to us.

4.3 Distribution of your product data to channels: We will provide you with the means and services to easily disseminate your product data to your desired channels.

4.4 Data analytics & tracking: ECOMPROS can track and monitor your click/referral, sale/order, conversion and ROI stats and data and report it to you.

5. FEES & OTHER CHARGES

5.1 As consideration for the Software or Services purchased by You and provided to You by ECOMPROS, You agree to pay ECOMPROS at the time Your paid subscription starts, taking into account any trial period offered by ECOMPROS. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term. After initial subscription payment, You agree that the credit card you provided will be charged on a monthly basis, based on the subscription level. ECOMPROS expressly reserves the right to modify pricing through email notification and/or notice on its Web site.

5.2 Payment must be made by You by providing either a valid credit card. This is currently the only accepted form of payment.

5.3 If for any reason ECOMPROS is unable to charge Your Payment Method for the full amount owed ECOMPROS for the Services provided, or if ECOMPROS is charged a penalty for any fee it previously charged to Your Payment Method, or if ECOMPROS is charged back for any fee it previously charged to the credit card You provided, You agree that ECOMPROS may pursue all available remedies in order to obtain payment. You agree that among the remedies ECOMPROS may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to You of any Services registered or renewed on Your behalf.

5.4 ECOMPROS reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Services, including additional costs that it may incur in providing the Services and pass along to You. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, fees incurred by third parties You have elected to use as payment methods, and disputes that require legal services. These charges will be billed to the Payment Method we have on file for You. You may change Your Payment Method at any time by logging into Your account. You agree that You are solely liable for arranging that Your Services are renewed, and that ECOMPROS shall not be liable to You or any third party if it is unable to charge Your Payment Method in order to renew Your Services. While all purchases are processed in US dollars, ECOMPROS may provide an estimated conversion price to currencies other than US dollars. You acknowledge and agree that the pricing displayed during the checkout process is an estimate. Due to potential slight time delays between actual purchase and the payment settlement, the actual price charged may fluctuate. Accordingly, ECOMPROS makes no representations or warranties that the actual price will be the same or substantially similar to the actual price You will pay and You waive any and all claims based upon any discrepancy between the estimate and the actual price. 

5.5 Billing Complaints: You may direct any billing or account complaint to us at https://ecomprosinc.com/contact-us.

6. YOUR INFORMATION

6.1 Your Information: When registering for and maintaining a Merchant Account, you will be required to provide certain personal and other information to us to enable us to provide the Services to you. You are solely responsible for the accuracy of the information you provide to us or other users as aforesaid ("Your Information"). We will not be liable to you in any way whatsoever for any loss, expense or damage suffered by you, or claims made by third parties against you, and you further indemnify us against any loss, expense or damage we may suffer, or claims made by third parties against us, which arise from or in relation to your having submitted inaccurate information to us.

6.2 Information required to validate your identity: We use many techniques to identify our Merchants when they register on our Site. You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity and registration. However, because user verification on the internet is difficult, we cannot and do not guarantee any Merchant's or User's identity.

7. SECURITY & RISKS

7.1  You are solely responsible for securing all data in your possession and/or under your control. It is your responsibility to, and you agree and warrant that you will keep your username and password secure and confidential at all times in that you will only use your username and password for your own personal use and will not disclose your username and password to any other persons, or enable any other persons to otherwise access your Merchant Account. If you are a Legal Entity, you must further ensure that the persons authorized by you to access your Merchant Account do so within the scope of their authority and do not disclose your username and password to any unauthorized person or enable any unauthorized person to otherwise access your Merchant Account.

7.2 Any person that delivers or attempts to deliver any damaging code to our Site or attempts to gain unauthorized access to any page on our Site shall be prosecuted and civil damages shall be claimed in the event that we suffer any damage or loss.

7.3 You allow us to take all reasonable steps to ensure the integrity and security of our Site and back-office applications.

8. CHANGES TO THIS AGREEMENT AND / OR THE SERVICES

8.1 We reserve the right to modify our Site or Services, in part or in whole, temporarily or permanently, or to launch new services or improvements, on prior notice posted on our Site.

8.2 This Agreement (including the Privacy Policy and other policies or documents referred to herein) may be changed from time to time upon reasonable notice to you. Upcoming material changes will be posted on the Site 30 days prior to their effective date. If you do not agree with any of the amendments made to this Agreement from time to time, you will be entitled to cancel the Agreement and the Services subscribed for by giving written notice to us to that effect.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Our rights to use your Feed content and Merchant Marks:

9.1.1 You hereby grant to us, and we accept, on a non-exclusive basis, a royalty free, non-transferable (except as provided herein), world-wide and fully sub-licensible, license to (a) use, reproduce and represent the registered or unregistered trademarks, trade names and/or logos owned by or licensed to you ("Merchant Marks") for the limited purposes of enabling us to exercise our rights or to fulfill our obligations under this Agreement; (b) use, reproduce, distribute, display and transmit the Feed in connection with, across and through ECOMPROS property and to permit users of such ECOMPROS property to use the Feed & Product Data; (c) use, reproduce, distribute, display and transmit the Product Data in connection with the marketing and promotion of any respective ECOMPROS property; and (d) generally to do all things with the Feed to provide the means and rights of access to the Product Data to our Users.

9.1.2 You grant us a royalty-free, perpetual, word-wide, irrevocable, non-exclusive and fully sub-licensable right and license to use, modify, adapt, reproduce, publish, translate, create derivative works from, distribute, perform and display the content of your Feed, in whole or in part. The means that we will be entitled to (inter alia) (a) organize, reproduce, display and otherwise use the content of your Feed as well as adapted and translated versions thereof (alone or in combination with other links and works) whether via the internet, via wired or wireless communication networks, simultaneously or successively and in locations and at times of our choice and to transfer such content on demand, via email, text message and other channels or media, as well as to duplicate the content for the above-mentioned purposes; (b) reproduce, transmit, publicly display and/or distribute your Feed content as well as adapted and translated versions thereof via any medium; (c) develop and operate hyperlinks that permit Users to access your Merchant Site; (d) use, reproduce, organize and publicly display your Merchant Marks; (e) edit, adapt, abbreviate or translate in any languages your Feed content, to add new or altered content \ or works and to grant access to this edited content to third parties; (f) to catalogue and archive your Feed content wholly or partly in any technical form whatsoever and to transfer it into electronic databases and/or data networks and to grant third parties access to these databases; (g) exploit advertising in online and offline media, in particular to grant access to the content of your Feed to third parties and to combine it with the content of third parties and to incorporate it in print advertisements, brochures, advertisement films and advertising banners distributed by us or any authorized third party; and (h) if you authorize us to do, to automatically produce Product lists or, if the Feed contains image URLs, the right to exploit your Merchant Site with web crawlers.

9.1.3 You grant us a royalty-free, perpetual, word-wide, irrevocable, non-exclusive and fully sub-licensable right and license to track, monitor and report your clicks/referrals and related data, sales/orders and related data, and your conversion & ROI rates and related data. These may be tracked through the integration with the ECOMPROS Platform and your Store or provided by some other electronic or printed means. These data & statistics may be used in published material in an aggregated manner so as to give general, market-related information and statistics to interested parties.

9.2 Reservation of Rights

9.2.1 All the content, trademarks and data on our Sites ("Content") are the property of or licensed to us and as such are protected from copying and infringement by local and international legislation and treaties. The Content may not be reproduced or copied by any means, whether electronically or not, without our prior written permission. Note that our Sites may contain images, names, codes or other content that constitute the trademarks, logos, or copyrighted material owned by other Merchants or third parties and you may not copy or use same without their permission.

9.2.2  Any and all intellectual property rights subsisting in our Sites, any Content, the Services, this Agreement or otherwise developed by or on behalf of us subsisting now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term ("Intellectual Property Rights"), vests in ECOMPROS and all rights not expressly granted are reserved. You acknowledge that you have no claim of any nature in and to the Intellectual Property Rights. You will not at any time during or after termination or cancellation of this Agreement dispute the validity or enforceability of such rights, or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of any of the Intellectual Property Rights and shall not counsel or assist any other person to do so. You may not use or alter any trademarks, trade or business names, designs or logos forming part of the Intellectual Property Rights, including but not limited to trade marks incorporating the terms "ECOMPROS " ("our Logos") or do (or fail to do) anything that could adversely affect our rights in our Logos or their value and you agree to fully reimburse us for any loss or damage that we suffer as a result of any use by you of our Logos which is not in accordance with the Agreement.

9.2.3  You may only download, view and print content from our Site for private and non-commercial purposes. To obtain permission for the commercial use of any content on our Site please contact us at https://ecomprosinc.com/contact-us for assistance.

9.2.4 Except as expressly stated in this Agreement nothing in this Agreement shall grant or be deemed to grant either party any right, title or interest in any intellectual property rights of any kind (including copyright, trademarks, utility marks, domain names, trade and business names, designs and inventions) owned by the other party and except as expressly stated herein nothing in this Agreement shall entitle either party to use the other party's logos or trademarks or any other intellectual property rights in any way whatsoever without the prior written consent of the other party.

9.3 Compliance with laws

 9.3.1 We cannot screen or edit all the content available from our Sites and do not accept any liability for illegal, defamatory or obscene content on or connected to our Sites, other than loss or damage arising as a result of our gross negligence in respect of screening content on our Sites. Hyperlinks provided on our Sites to other websites or mobile-sites (as the case may be) are provided as is and we do not necessarily agree with, edit or sponsor the content on such other sites. You are encouraged to inform us of any such content that may be offensive or illegal.

9.3.2 You are obliged to comply with all laws applicable to any intellectual property rights (including without limitation trade secrets, copyright, trademarks, registered designs and patents) in respect of any data, files and/or information accessed, retrieved or stored by you through your use of any of the Services.

9.4 Improvements

9.4.1 If, while the Agreement is in force, you make any improvement to any aspect of the Intellectual Property Rights ("Improvement"), you will promptly inform us thereof in writing and will assign all rights in such Improvement to us and will assist us to obtain patent, design, copyright and all similar forms of protection for such Improvement at our expense wherever we may choose to obtain such protection. All intellectual property rights in respect of such Improvement will be deemed to be included in the Intellectual Property Rights in terms of the Agreement.

10. PRIVACY

10.1 We respect your privacy and will not disclose your personal information to third parties for marketing purposes if you have requested us not to do so (which you are able to do at any time). The manner in which we use Your Information is regulated in more detail as described in our Privacy Policy which can be found at the end of this document ("Privacy Policy"). The Privacy Policy is hereby incorporated by reference into this Agreement. If you are not satisfied with the level of privacy we provide or otherwise disagree with anything in the Privacy Policy, then you are deemed to not accept this Agreement and you may not register for or otherwise use or access our Services.

11. PROHIBITED CONTENT

11. You agree to use the Services in accordance with the terms of this Agreement and all applicable laws, regulations and ordinances. You will not use our Site, or any of the Services for any other purpose, including unlawful or fraudulent activity. If we have reason to believe that you may be engaging in or have engaged in fraudulent, unlawful or improper activity, including without limitation any violation of any terms and conditions of this Agreement, your access to the Services may be suspended or terminated, as described below.

11.2 In particular, you undertake not to engage in any of the following prohibited conduct in using our Site or any of the Services:

11.2.1 Marketing or sale of counterfeit, stolen, or otherwise illegal items;

11.2.2 threatening, stalking, defrauding, inciting, harassing, or advocating the harassment of, another person, User or Merchant, or otherwise interfering with another person's use of our Site or Services;

11.2.3 submitting false, inaccurate or misleading information on the Site or conducting yourself in a false, inaccurate or misleading fashion or conducting fraudulent activities (including but not limited to impersonating a ECOMPROS User or representative and/or requesting a ECOMPROS User to provide you with their password or other information so as to access their account);

11.2.4 delivering or attempting to deliver any damaging code to the Site or attempting to gain unauthorized access to any page or database on our Site; tampering, hacking, modifying to attempt to gain unauthorized access or otherwise disrupting, disabling, corrupting, interfering with or otherwise causing harm to the security or functionality of our Site or Services, Merchant Accounts, accounts of Users, computer systems or networks connected to the Site;

11.2.5 posting spam, chain letters, contests, junk email, pyramid schemes, surveys, or other mass messaging, whether commercial in nature or not;

11.2.6 keyword spamming or otherwise attempting to manipulate search results;

11.2.7 violating any third-party right, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right;

11.2.8 being defamatory, trade libellous, unlawfully threatening or unlawfully harassing or promoting bigotry or discrimination;

11.2.9 transmitting or posting profanity or illegal content, such as child pornography;

11.2.10 soliciting personal information from minors or harming or threatening to cause harm to minors;

11.2.11 violating the Agreement or any applicable law (including those governing financial services, consumer protection, unfair competition, anti-discrimination or false advertising);

11.2.12 modifying, adapting, appropriating, reproducing, distributing, translating, creating derivative works or adaptations of, publicly displaying, selling, trading, or in any way exploiting our Site or Site content (other than Your Information), except as expressly authorized by us in the Agreement; reverse engineering any portion of our Site or Services; reformatting or framing any portion of our Site; or removing or modifying any copyright, trademark or other proprietary rights notice on our Site or on any materials printed or copied off our Site;

11.2.13 recording, processing, or mining information about Merchants; accessing, retrieving or indexing our Site to construct or populate a searchable database of business listings or reviews; or using any robot, spider, site search or retrieval application, or other automated device, process or means to access, retrieve, scrape, or index our Site or any Site content;

11.2.14 making excessive traffic demands; and/or taking any action (such as stress testing) that exceeds the load advised by ECOMPROS from time to time, or that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our technology infrastructure after having received a request from us to reduce the load and you have failed to do so;

11.2.15 using our Site or Services or any Site content to transmit any computer viruses, worms, defects, trojan horses, time bombs, cancelbots, easter eggs or other computer programming routines or items of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or other personal information; using any device, software or routine that interferes with the proper working of our Site or Services, or otherwise attempting to interfere with the proper working of our Site or Services;

11.2.16 removing, circumventing, disabling, damaging or otherwise interfering with any security-related features of our Site, features that prevent or restrict the use or copying of Site content, or features that enforce limitations on the use of our Site;

11.2.17 doing anything which may render us liable to anyone, or cause us to lose (in whole or in part) the services of our internet service providers or other suppliers after having received a request from us not to engage in such activities, or after having received a request from us to remedy such act and you have failed to do so.

11.3  You acknowledge that if you use our Site and/or any Services in a manner that violates the aforegoing provisions, we may incur substantial liability and/or suffer significant damages, including (without limitation) fines and other related expenses from its payment processors and service providers and accordingly in the event of any such violation:

11.3.1 your Merchant Account will be subject to limitation, suspension or immediate termination, as stated in 12.1 below;

11.3.2 you will be subject to damages and other penalties, including criminal prosecution where applicable;

11.3.3 you will be held liable to us for any and all damages suffered by us and, without limiting the generality of the aforegoing, you shall reimburse us for any and all costs, expenses, and fines levied on us by third parties such as its payment processors and/or service providers as a result of your activities.

11.4 You agree that, if either you or ECOMPROS commence litigation or arbitration in connection with clause 11.3 above, the prevailing party is entitled to recover attorneys' fees and any other costs incurred in such proceeding on the attorney and own-client scale in addition to any other relief to which the prevailing party may be entitled.

12. BREACH & CONSEQUENCES THEREOF

12.1 In the event that you default in any of your payment obligations or otherwise breach any provision of this Agreement and fail to remedy such breach within 7 days of ECOMPROS having notified you thereof, without prejudice to any of ECOMPROS 's other remedies in law or under the Agreement (including the right to claim damages), ECOMPROS is then entitled to -

12.1.1 suspend or limit your access to the Services or your Merchant Account until such time as you have remedied your breach, at which stage we reserve the right to charge you a reconnection fee in order to re-connect you to the Services; and/or

12.1.2 terminate the Services(and your access to your Merchant Account) entirely, depending on the nature of the breach in question ; and/or

12.1.3 forthwith claim immediate payment of any and all outstanding amounts due by you to us; and/or

12.1.4 list you with any of the credit bureaus; and/or

12.1.5 appoint tracing agents as may be required; and/or

12.1.6 if we are in possession of any of your property in consequence of our provision to you of the Services, we shall be entitled to retain such property pending your settlement of all amounts owed by you to us, and furthermore, if you fail to pay all amounts then owed to us within 30 (thirty) days of any notice to you in such regard, we are further entitled, to dispose of such property in order to defray any expenses incurred by us and any amounts owed by you to us,

and in all the above instances, we are entitled to retain all Fees already paid by you and recover all of our costs associated with your breach, including without limitation, default administration charges, collection costs, legal costs on an attorney and own client scale whether incurred prior to or during the institution of legal proceedings or if judgement has been granted, in connection with the satisfaction of such judgement or in regards to the enforcement of the Agreement.

13. SUSPENSION & TERMINATION

13.1. Suspension: In addition to suspension for actual un-remedied breaches (as contemplated in 12.1.1 above), we reserve the right to suspend your access to the Services and/or your Merchant Account in the following circumstances:

13.1.1 upon your having committed a breach, pending your remedy thereof;

13.1.2 should we reasonably suspect that any of the content of your Feed (be it Product details or pricing or otherwise) or other information you submit to us is not authentic and/or accurate;

13.1.3 should we reasonably suspect that you have committed any other breach of this Agreement;

13.1.4 should negative User reviews be posted in relation to you or your Products;

13.1.5 should we receive complaints from third parties in respect of your business practices (it being recorded that we are not obliged to verify the foundation for any such complaints prior to suspending your access to Services).

13.2 Termination: In addition to termination for breach (in accordance with 12.1.2), we are each entitled to terminate this Agreement on 1 calendar month’s written notice to the other of us.

13.3 Consequences of Termination: Where you are in possession of any of our property in consequence of the provision to you of the Service, upon termination of this Agreement for any reason whatsoever, you will immediately return such property to us, and shall not be entitled to retain such property for any reason whatsoever. In particular, but without limiting the generality of the aforegoing, you will remove any reference to ECOMPROS , our Logos, the Content and the Services from all your promotional and corporate materials, including all your electronic communications and websites.

14. DISCLAIMER

14.1 Although we use reasonable care and diligence to ensure that the Services are available, accurate, complete, correct, error-free, secure, up-to-date and/or reliable, we make no representations or warranties, implied or otherwise, that, amongst others, the Services, the content and technology available from our Sites or information provided by us via email or other means will be available, timely, accurate, complete, correct, error-free, virus-free, secure, 100% uninterrupted, up-to-date and/or reliable.

14.2 You therefore agree that the Services and our Sites are supplied "as is" and "as available", have not been compiled or supplied to meet your individual requirements and are used at your own discretion and risk. It is your sole responsibility to satisfy yourself prior to accepting this Agreement that the Services will meet your individual requirements and be compatible with your hardware and/or software.

14.3 More specifically:

14.3.1 although we will use reasonable endeavors to ensure the security of the Services and our e-commerce network infrastructure, we cannot guarantee such security and we will not be liable in any way whatsoever in respect of any loss or damage of whatever nature suffered by you or any third party due to a breach of such security of the Services and/or our e-commerce network infrastructure other than where due to our gross negligence;

14.3.2 hyperlinks provided on our Site to non-ECOMPROS websites or mobil-sites are provided as is and we do not necessarily agree with, edit or sponsor the content on such sites; and

14.3.3 we make no warranties or guarantees regarding the success or increased Product sales you may achieve from subscribing to the Services, including no warranty that any User will click through to your Merchant Site and/or purchase any Products from you.

14.3.4 ECOMPROS is not liable for any billing issues that arise from improper bid management, improper pricing, or disputes with the Channels. You are responsible for previewing your feeds prior to submitting them to the Channels and managing your advertisement bids and/or pricing.

14.4 Nothing in this Agreement will prevent or limit either of your or our liability for fraud or wilful misconduct; death or personal injury arising out of negligence; or gross negligence.

14.5 You acknowledge that the allocation of risk and responsibility as set out in the Agreement is reasonable because it accords with our not having developed any of the Services specifically for you; the fact that, while we follow good industry practice, it is not economically possible for us to exhaustively test any software that supports the Services; and the amount of fees, if any, paid by you for the Services.

14.6 Limitation of Liability: Notwithstanding our aforesaid disclaimer of liability, should a court nevertheless find us liable to you in relation to the Services for any reason, our maximum aggregate responsibility and liability to you (including for negligence and whether pursuant to one or more claims) in relation to this Agreement will be limited to paying you an amount equal to the total amount of fees you paid to us for such Service in the 12 months prior to the incident for which we are responsible.

14.7 Exclusion of Consequential Loss: Under no circumstances whatsoever will we or any of our affiliates, subsidiaries, agents, suppliers and/or subcontractors be liable to you for any indirect loss, or any incidental, special, punitive or consequential loss or damage, or any direct or indirect loss of profits, arising in relation to the Agreement, our Sites and/or the Services. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, and so in such jurisdictions liability is limited to the fullest extent permitted by law.

14.8 Uncontrollable Events: Whilst we aim to provide uninterrupted Services, unfortunately we can't guarantee this as interruptions may be caused by factors beyond our reasonable control. Under no circumstances will we be liable for any events beyond our reasonable control. If circumstances happen that are beyond our reasonable control, we will not be liable for any failure to perform our obligations under the Agreement because of those circumstances, and we will be excused from that failure for so long as those circumstances continue. Wherever possible, we will provide advance warning on our Site of any known or planned interruptions and will try to ensure any interruption is kept as brief as possible.

15 YOUR INDEMNIFICATION OF ECOMPROS 

15.1 You hereby indemnify and hold harmless each of ECOMPROS, its subsidiaries, affiliates, officers, directors and employees, against any and all loss, expense or damage they may suffer, or third party claims which may be made against them (including legal fees), which arise (directly or indirectly) from or in relation to (a) any breach of this Agreement (including any documents it incorporates by reference) by you, your affiliates, or any of your employees or agents; (b) any violation of any law or the rights of a third party relating to your use of the Services, by you, your affiliates, or any of your employees or agents; (c) the products and/or services offered or sold by you; and (d) the your Product Data.

16 COMPLAINTS, ERROR REPORTING, & DISPUTES

16.1 Should you have any complaints relating to the Services, our Site, or any other Merchants or Users, or wish to report possible malfunctions and errors, please contact our Customer Relations at https://ecomprosinc.com/contact-us. We will take all such measures as we deem reasonable or necessary to assess and address your complaint.

16.2 Should a dispute of any nature whatsoever arise between you and ECOMPROS on any matter provided for in or arising out of the Agreement and such dispute is not resolved through our Customer Relations Department then, save for urgent or interim relief which may be granted by a competent court, such a dispute may be submitted to confidential arbitration in terms of the expedited rules of the Arbitration of Kings County New York. Arbitration proceedings shall be conducted in Kings County New York.

16.3 Should a dispute of any nature whatsoever arise between you and another Merchant or User, you acknowledge that we are not and will not be a party to such dispute. We do not act as the agent of any of our Merchants or Users and are not responsible for resolving such disputes. We may however in its sole discretion elect (but shall not be obliged) to assist in the resolution of such dispute.

17. GENERAL

17.1 Cession & Transfer of rights: We are entitled to cede or assign any of its rights or obligations under this Agreement to any third party, but for security reasons, you shall not be entitled to cede, assign, transfer or otherwise dispose any of your rights and obligations under this Agreement to any other person, without our prior written consent. More specifically, should you wish to sell or otherwise dispose of the business to which your Merchant Site, Merchant Shop and/or your Feed relates, you and the prospective purchaser must notify us thereof, requesting either that this Agreement be ceded and assigned to such purchaser, or that this Agreement be terminated in accordance with its terms.

17.2 Electronic Communications: To the fullest extent permitted by applicable law, you consent to receiving the Agreement or any part thereof, and any other agreements, notices or other communications ("Communications") from us regarding your Merchant Account and/or your use of the Services electronically. Electronic Communications may be posted on our Site and/or sent to the e-mail address we have on record for you. Please print a copy of each Communication and retain it for your records. We reserve the right, but assume no obligation to, provide Communications in paper format. You agree that in the event of a dispute between you and ECOMPROS or between you and any other Merchant or User, our electronic records of transactions, this Agreement, any identity verification information provided in a paper format and subsequently scanned or otherwise converted into an electronic format, and any other information stored or created electronically shall be admissible in a court of law or in relation to a law enforcement or regulatory investigation or prosecution.

17.3 Governing Law & Jurisdiction: Our Sites are controlled and operated from New York and therefore it, and the Agreement, are governed by New York State law. Subject to the 'Complaints and Disputes' clause of this Agreement, you and ECOMPROS submit to the non-exclusive jurisdiction of the New York courts.

17.4 Non-waiver: If either of us fails or delays the exercise of any rights or remedies under the Agreement, we will not be deemed to have waived (i.e. given up) those rights or remedies in any way.

17.5 Severability: If a court or similar body decides that any wording in the Agreement is invalid or unenforceable, that decision will not affect the rest of the Agreement, which will remain binding on both of us. However, if the wording that is invalid or unenforceable can be made valid and enforceable by deleting part of it, we will both treat the wording as if it is deleted, so that the remainder of the wording in question becomes valid and enforceable.

17.6  Whole Agreement: The Agreement (including the Privacy Policy and other documents or policies incorporated into these General Terms or the relevant Service Terms) is the entire agreement between you and ECOMPROS with respect to your use of the relevant Services, and supersedes all documentation, information and other communications (in each case whether spoken or written) between us with respect to such access and use.

18. ECOMPROS CORPORATE INFORMATION

18.1 ECOMPROS ’s information is as follows:

        Full name: ECOMPROS INC

        Main business: Multi-channel marketing and feed distribution management platform

        Website: https://ecomprosinc.com/

        Official contact page: https://ecomprosinc.com/contact-us

ECOMPROS Privacy Policy

1. ECOMPROS respects your privacy

2. We will not give any information about you to others without your express permission.

3. Our site uses forms in which you give us contact information (your name, address, daytime telephone number, and email address) so you can subscribe, request information and support, and make service suggestions. We will then create an account number for you and if you choose to subscribe with us using a credit card, we will collect your credit card number and expiration date. If you contact us for support, we will keep an internal record of what support was given. We use your customer information only when it will be important for us to contact you regarding functionality changes to our services, our web site, new ECOMPROS services, and special offers we think you'll find valuable. We may use third-party advertising companies to serve ads on our behalf. These companies may employ cookies and action tags (also known as single pixel gifs or web beacons) to measure advertising effectiveness. Any information that these third parties collect via cookies and action tags is completely anonymous. We use information gathered about you from our site statistics (for example your IP address) to help diagnose problems with our server, and to administer our Web site. We also gather broad demographic information from this data to help us improve our site and make your browsing and purchasing experience more enjoyable. This is not linked to any personally identifiable information, except as necessary to prevent fraud or abuse on our system. ECOMPROS's site may contain links to other sites and ECOMPROS is not responsible for the privacy practices or the content of such Web sites.

4. Updating Your Information

    As a customer of ECOMPROS , you may alter your customer information or opt-out of receiving communications from us and our partners at any time. To change your account information log on to the ECOMPROS Platform and go to the My Account section.

5.  Sending Emails

    We use emails to communicate with you, to confirm your placed orders, and to send information that you have requested and other notifications. We also provide a contact form on our public website that lets you contact us directly. We strive to promptly reply to your messages. The information you send to us may be stored and used to improve this site and our products, or it may be reviewed and discarded.

 6. Only If We Have To

    As stated previously in this policy, we will not share your personal information except with a third party to assist us in the processing or securing of your personal information or when we are required by law unless we have given you notice and choice, in the good-faith belief that such action is necessary in order to conform to the edicts of the law, or we must comply with a legal process served on our web site.

7. Changes in Our Practices

    If we make material changes to our information handling practices or other privacy aspects, we will post those changes on this privacy statement, at least 30 days prior to their implementation or notify you directly via email. Minor changes will be immediately effective upon reposting to this privacy policy on the ECOMPROS website.

8. Service Provider

    We use a credit card processing company to charge users for goods and services (we do not store any credit card information ourselves). These companies do not retain, share, store or use personally identifiable information for any secondary purposes.

9. What Happens to my Personal Information if I Terminate my ECOMPROS Account?

    When your ECOMPROS account is cancelled (either voluntarily or involuntarily) all of your personally identifiable information is placed in "deactivated" status on our relevant ECOMPROS databases. However, you should know that deactivation of your account does not mean your personally identifiable information has been deleted from our database entirely. We will retain and use your personally identifiable information if necessary in order to resolve disputes or enforce our agreements.

10. Contacting the Web Site

    If you have any questions about our privacy statement, the practices of this site, or your dealings with this Web site, please contact us at https://ecomprosinc.com/contact-us