Términos del servicio

1. Services

1.1 We will provide the services in your order, as described in the Service Descriptions at the end of these Terms (the "Services").

1.2 Anything not described in the Service Descriptions is outside the scope of your order. That includes new ad campaigns during a Fix Sprint, photo or video production, website rebuilds or theme development, and additional sales channels. Out-of-scope work requires a written change order or a plan upgrade.

1.3 We may use vetted employees and contractors, including team members outside the United States, to perform the Services. We remain responsible for their work and for their compliance with these Terms.

2. Term and termination

2.1 Monthly plans (Core, Growth and Scale) have an initial term of 90 days from the date of your first payment (the "Start Date"). After the initial term, the plan continues month to month until either party gives 30 days' written notice. Notice may be given at any time, but termination does not take effect before the end of the initial term. You can give notice by emailing support@prosellerusa.com.

2.2 A Fix Sprint is completed within 30 days after kickoff. Kickoff is the later of the date we receive payment and the date we receive all access listed in Section 5.1. The 30 days pause while we wait on your approvals, content or access.

2.3 A Deep Growth Audit is delivered within 10 business days after we receive payment and access.

2.4 Either party may terminate if the other materially breaches these Terms and does not cure the breach within 10 days after written notice. We may pause the Services while any payment is more than 7 days past due.

2.5 When the Services end, you pay for the Services through the end date, we deliver all paid work in progress, and we remove our access to your accounts on request.

3. Fees and payment

3.1 Prices are shown on prosellerusa.com and at checkout, in US dollars. One-time services (Deep Growth Audit and Fix Sprint) are charged in full at checkout. Monthly plans are charged at checkout for the first billing period and then automatically at the start of each billing period to the payment method on file. Payments are processed by Stripe; we do not store your full card or bank details.

3.2 If you choose to prepay quarterly, each three-month period of a monthly plan is discounted by 5%.

3.3 If you start a monthly plan within 30 days after we deliver a Deep Growth Audit, the full Deep Growth Audit fee is credited against the first month of that plan.

3.4 Each plan includes managed ad spend up to the limit in the Service Descriptions. If the ad spend we manage in a calendar month exceeds that limit, we invoice 10% of the amount above the limit, payable on receipt.

3.5 Fees exclude any applicable taxes, which are added where required by law. You pay ad platforms, apps, creators and other vendors directly.

3.6 Your monthly rate will not change during the first 12 months of a monthly plan. After that, we may change the rate for future billing periods with 30 days' written notice.

4. Refund and cancellation policy

• Free growth audit: free, with no payment and no obligation.
• Deep Growth Audit and Fix Sprint: if you cancel before kickoff, we refund the full amount. Once kickoff has happened and work has started, these fees are non-refundable, except under the work guarantee in Section 7.2.
• Monthly plans: you can cancel with 30 days' written notice, effective no earlier than the end of the 90-day initial term (Section 2.1). Charges for billing periods that have started are non-refundable, and we do not prorate partial periods, except under the work guarantee in Section 7.2. After cancellation takes effect, no further charges are made.
• Founding client rate and other discounts end if the plan is cancelled; restarting later uses the then-current price.
• To cancel or request a refund, email support@prosellerusa.com from the email address on your order. Approved refunds go back to the original payment method, usually within 5 to 10 business days.
• If you have a billing problem, please contact us first. We answer within one business day and will work to fix it.

5. Your responsibilities

5.1 Within 5 business days after the Start Date or purchase, you give us administrator, staff or partner access to the accounts the Services require, such as the online store, ad accounts, analytics and email platform.

5.2 You review and approve deliverables within 3 business days of our request. Delays in approvals, content or access extend our timelines by the same amount.

5.3 You pay ad platforms, apps, creators and other vendors directly. We never hold or spend your ad budget ourselves.

5.4 You are responsible for your products, product claims, prices, legal disclosures, licenses and compliance with the laws and platform policies that apply to your business. We will flag issues we notice, but we do not provide legal, tax or regulatory advice.

5.5 You provide accurate information about your business, products and results.

6. Ownership and accounts

6.1 You own your store, ad accounts, analytics properties, email lists and customer data. You also own all ad creative, copy, emails and pages we create for you under these Terms, once they are paid for.

6.2 All accounts stay in your name. We work through user or partner access that you can remove at any time.

6.3 We keep ownership of our pre-existing materials and know-how, including our audit scorecard, checklists, templates and processes ("ProSellerUSA Materials"). You receive a non-exclusive, perpetual license to use any ProSellerUSA Materials included in your deliverables for your own business.

6.4 We will publish your name, logo or results only with your written approval of the specific content.

7. Results and the work guarantee

7.1 No one can honestly guarantee sales results, and we do not. Results depend on factors outside our control, including your products, pricing, inventory, market conditions and decisions made by ad platforms.

7.2 Work guarantee: if we fail to deliver a deliverable listed for your plan in the Service Descriptions in a given month, and the failure is not caused by your delays or missing access, we will credit a proportional part of that month's fee against your next payment, or refund it if no further payment is due. This credit is your sole remedy for a missed deliverable.

8. Third-party platforms

We are not responsible for the actions of third-party platforms, including Meta, Google, TikTok, Amazon, Walmart, Shopify, Stripe and email providers. That includes ad disapprovals, account restrictions, policy changes, outages and price changes.

9. Confidentiality

Each party will keep the other's non-public business information confidential and use it only to perform these Terms. This obligation lasts while the Services continue and for 3 years after they end, and indefinitely for customer personal data. It does not apply to information that is public, already known to the receiving party, independently developed, or required to be disclosed by law.

10. Customer data and privacy

We access your customer data only as needed to perform the Services, protect it with reasonable safeguards, never sell it, and return or delete it at your request after the Services end. Our Privacy Policy explains how we handle information collected on prosellerusa.com.

11. Non-solicitation

While the Services continue and for 12 months after they end, neither party will solicit for employment or engagement any employee or contractor of the other party who worked on the Services, without the other party's written consent.

12. Limitation of liability

Neither party is liable for indirect, incidental, special or consequential damages, or for lost profits or revenue. Our total liability under these Terms is limited to the fees you paid us in the 3 months before the event giving rise to the claim. These limits do not apply to your payment obligations or to either party's breach of Section 9.

13. Indemnification

You will defend and indemnify us against third-party claims arising from your products, product claims, materials you supply to us, or your violation of law. We will defend and indemnify you against third-party claims that original deliverables we create, excluding materials you supplied, infringe that third party's intellectual property rights.

14. Use of this website

You may use prosellerusa.com to learn about and buy our services. Do not misuse the site, submit false information, or try to access areas that are not public. Content on the site is provided for general information and may change without notice. Links to other websites are provided for convenience; we are not responsible for their content.

Our partner referral program is governed by a separate Partner Referral Agreement.

15. General

15.1 The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture or employment relationship.

15.2 These Terms are governed by the laws of the State of Florida. The state and federal courts located in Orange County, Florida have exclusive jurisdiction over any dispute arising from them.

15.3 Notices may be sent by email: to you at the email address on your order, and to us at support@prosellerusa.com.

15.4 Neither party may assign these Terms without the other's written consent, except to a successor that acquires substantially all of its business.

15.5 These Terms and your order are the entire agreement between the parties on this subject. If your order conflicts with these Terms, your order controls. We may update these Terms for future orders; for active monthly plans, we will give 30 days' notice by email before a change applies to you.

15.6 If any provision is found unenforceable, the rest of these Terms remains in effect.

15.7 Neither party is liable for delays caused by events beyond its reasonable control.

15.8 These Terms are accepted electronically at checkout, and that acceptance has the same effect as a signature.