Terms of Service

1. Acceptance of these Terms

These Terms of Service ("Terms") are a binding agreement between you ("Customer", "you") and ProEcommerce ("we", "us"). By signing up for an account, using the Service, or clicking "I agree" during setup, you accept these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company, you represent that you have the authority to bind that company.

2. Definitions

• Service: the ProEcommerce multi-tenant SaaS platform and all its modules (ProBilling today; ProDataFeeds, ProPlanner, and ProCart when released).
• Tenant: a Customer's isolated account on the Service, scoped by a unique tenant_id in our database.
• End User: your customers who access their own billing portal via your Tenant (hosting customers, store buyers, etc.).
• Customer Data: data you or your End Users submit to or generate on the Service (client records, invoices, domains, tickets, etc.).
• Fees: amounts payable for your subscription, add-ons, and pass-through charges (domain registrations, transfers, renewals).
• Third-Party Services: Stripe (payments), AWS (hosting, Route53 registrar, S3 backups), MXRoute (outbound email), Let's Encrypt (TLS).

3. Account registration & eligibility

You must be at least 18 and legally able to enter a contract. You'll provide accurate information during signup and keep it current. You're responsible for keeping your password and 2FA secrets confidential, and for all activity that occurs under your account. Notify us promptly at billing@proecommerce.com if you suspect unauthorized access. We may refuse service to anyone at our discretion for any lawful reason.

4. Subscription & billing

• Plans: Current plans and pricing are published on /pricing.php. Each plan has usage limits (clients, servers, products). If you exceed them we'll notify you and recommend moving up a tier.
• Billing cycle: Monthly plans bill every 30 days; annual plans bill every 365 days, with an annual discount (~17%).
• Payment method: Valid credit/debit card on file via Stripe. You authorize us to charge that card for recurring Fees and any pass-through amounts.
• Late payment: If a charge fails, we'll retry per Stripe's Smart Retries and email you. Accounts more than 7 days past due may be suspended; more than 30 days past due may be terminated with 7 days' notice.
• Taxes: Fees are exclusive of taxes. You're responsible for all applicable sales / use / VAT taxes, except those based on our net income.
• Currency: All amounts are in USD unless otherwise specified.

5. Changes to pricing

We may change plan pricing with at least 30 days' notice sent to the email on file. If you don't accept the new pricing you may cancel before the change takes effect. Pass-through amounts (domain registrar fees, etc.) reflect the underlying provider's current price and may change without notice.

6. Refunds

• 30-day money-back: New subscribers who cancel within the first 30 days get a full refund of the first month's subscription Fee, no questions asked.
• Pro-rata: Otherwise subscription Fees are non-refundable; you keep access through the end of the paid period after cancellation.
• Domain registrations / renewals / transfers are non-refundable once submitted to the registrar, because they're paid to ICANN/AWS on your behalf.
• Disputed charges: please email us before initiating a chargeback. Fraudulent chargebacks may result in account termination and collection.

7. Service scope

We provide multi-tenant billing, domain-registrar integration, control-panel provisioning, payment processing integration, support ticketing, and related functionality as listed on our product pages. Some features depend on Third-Party Services; their availability is subject to the underlying provider's uptime and terms. We may add, modify, or remove features so long as the change does not materially degrade the Service.

8. Service level

• Starter / Professional: reasonable commercial effort, no formal SLA.
• Enterprise: 99.9% monthly uptime for the Service control plane. Uptime is calculated excluding scheduled maintenance (announced 48+ hours in advance), Force Majeure, and outages caused by Third-Party Services.
• Service credits (Enterprise only): if we miss the SLA in a calendar month, you may request a credit of 10% of that month's Fee per 0.1% below target, up to 50% of monthly Fee. Credits are the sole remedy for SLA misses.

9. Acceptable use

You agree not to:

• Use the Service for anything illegal or tortious.
• Send spam, phishing, or bulk unsolicited email through our systems.
• Attempt to reverse-engineer, decompile, or extract source code from the Service.
• Bypass rate limits, access-control checks, or usage quotas.
• Introduce malware, ransomware, cryptocurrency miners, or abuse computing resources beyond reasonable business use.
• Scrape, harvest, or automate collection of data beyond what our API allows.
• Use the Service to target children under 16 without verifiable parental consent.
• Host, distribute, or sell content that infringes third-party copyright, trademark, or other rights.
• Interfere with other tenants' use of the Service.

Violations may result in immediate suspension, with or without notice. Repeat or severe violations result in termination.

10. Your data

• Ownership: Customer Data is yours. We claim no ownership of it.
• License to us: you grant us a limited license to host, store, process, and transmit Customer Data solely to provide the Service and improve its functionality.
• Export: you may export your data as CSV + SQL dump at any time, free of charge, from the admin panel or by emailing us.
• Deletion on termination: within 30 days of account termination we'll delete your Customer Data, except what we're legally required to retain (billing records for tax compliance, audit logs for security).
• Backups: we keep encrypted backups on AWS S3 for up to 365 days as described in the Privacy Policy.

11. Third-party services

Certain features route through Third-Party Services. Your use of those services is also governed by their terms:

• Stripe (payment processing) — Stripe's Terms of Service apply to card transactions. You are Stripe's merchant of record; we never sit between you and your money.
• AWS (infrastructure, Route53 Domains registrar, S3 backup storage) — AWS Customer Agreement applies. Route53 Domains registrations are subject to the applicable ICANN registrar and registry policies.
• MXRoute (outbound email) — MXRoute's acceptable use policy applies to email you cause us to send.
• Let's Encrypt (TLS certificates) — Let's Encrypt Subscriber Agreement applies.

We don't control Third-Party Services and aren't liable for their outages, price changes, or termination of your account with them (though we'll help you migrate if reasonably possible).

12. Domain registrations

• Domains registered, renewed, or transferred through our Route53 Domains integration are subject to ICANN policies and the applicable TLD registry agreement.
• You are the registrant. We act only as a reseller / integrator on top of AWS Route53 Domains.
• You are responsible for ensuring the registration contact information is accurate and kept current, as required by ICANN.
• Domain renewals are non-refundable and typically cannot be cancelled once submitted.
• Transfers in / out follow ICANN's transfer policy, including the 60-day lock after registration or contact changes.
• We do not guarantee availability of any specific domain; registry responses are the authoritative source of truth.
• We reserve the right to suspend or decline domain actions involving abuse reports, trademark claims, or UDRP proceedings.

13. Intellectual property

The Service, including all software, design, documentation, and branding ("ProEcommerce", "ProBilling", etc.), is our intellectual property, protected by copyright, trademark, and trade-secret laws. We grant you a non-exclusive, non-transferable, revocable license to use the Service during your subscription term. You may not copy, modify, reverse-engineer, or create derivative works of the Service except as allowed by applicable law.

Any feedback or suggestions you send us is non-confidential, and we may use it without obligation.

14. Support

Email support is included on every plan. Professional and Enterprise tiers include priority routing and, for Enterprise, 24/7 coverage. Response time targets are published on our pricing page. Support is intended to resolve issues with the Service itself; we don't provide general web development or SEO consulting.

15. Suspension & termination

By you

You may cancel any time from the admin panel or by emailing us. Monthly plans end at the end of the current billing period; annual plans end at the end of the paid annual term. Cancellation does not trigger a pro-rata refund for the current period, except under Section 6.

By us

We may suspend or terminate your account for:

• Non-payment (see Section 4);
• Violation of the Acceptable Use policy;
• Fraudulent activity, chargeback abuse, or attempted fraud against the Service or other tenants;
• Legal obligation (court order, regulator request);
• Termination for convenience with at least 60 days' notice, in which case we'll refund unused pre-paid Fees.

Upon termination, you lose access to the Service. Customer Data is retained for 30 days for you to export, then deleted.

16. Warranty disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted, error-free, secure against every possible attack, or meet your specific requirements. Any SLA is in Section 8.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS IS CAPPED AT THE AMOUNT OF FEES YOU PAID US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100), WHICHEVER IS GREATER.

Some jurisdictions don't allow the exclusion of certain warranties or limitation of certain damages. In those jurisdictions, our liability is limited to the greatest extent permitted by law.

18. Indemnification

You agree to defend and indemnify us, our officers, employees, and contractors, from any third-party claim, loss, or damage (including reasonable legal fees) arising from: (a) your use of the Service in violation of these Terms; (b) your violation of any law or third-party right; (c) your Customer Data, including any claim that it infringes or violates a third party's rights.

We'll defend and indemnify you from any third-party claim that the Service itself, as provided by us and used by you in accordance with these Terms, infringes a U.S. patent, copyright, or trade secret of that third party, up to the liability cap in Section 17.

19. Privacy

Our Privacy Policy describes how we handle personal information. It is incorporated into these Terms by reference.

20. Disputes & governing law

Informal resolution

Before filing a claim against us, you agree to email billing@proecommerce.com describing the dispute and a proposed resolution. We have 30 days to respond before either side may take further action.

Governing law

These Terms are governed by the laws of the State of Wyoming, USA, without regard to conflict-of-law principles. Any lawsuit shall be filed exclusively in the state or federal courts located in Sheridan County, Wyoming, and both parties consent to the jurisdiction of those courts.

Class action waiver

Each party waives the right to bring any claim on a class-action basis. All claims must be brought on an individual basis.

21. Modifications to these Terms

We may update these Terms from time to time. For material changes, we'll email current Customers at least 30 days before the change takes effect and update the "Last updated" date above. Continued use of the Service after a change indicates acceptance. If you don't accept the change you may cancel before it takes effect.

22. Miscellaneous

• Entire agreement: these Terms plus the Privacy Policy constitute the complete agreement, superseding any prior agreements on the same subject.
• Severability: if any provision is held unenforceable, the rest remains in effect.
• No waiver: failure to enforce a right is not a waiver.
• Assignment: you may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of substantially all assets, with notice to you.
• Force Majeure: neither party is liable for failure to perform due to events beyond reasonable control (natural disasters, government actions, large-scale Third-Party Service outages).
• Independent contractors: we are not partners, employees, or agents of each other.
• No third-party beneficiaries: these Terms create rights only for you and us.
• Export control: you certify you're not on any U.S. embargo list and won't export the Service to restricted destinations.
• Notices: we deliver notices by email to the address on file; you deliver notices to billing@proecommerce.com.
• Language: these Terms are written in English. Any translation is a courtesy; the English version controls.

23. Contact

Questions about these Terms? Email billing@proecommerce.com. Our mailing address is on the invoice — we'll share it with any current Customer on request.