Why Unified® (“Why Unified®,” “we,” or “us”) offers an integrated platform that combines software, services, and proprietary methods to help sellers manage and optimize their eCommerce business. Our services include Why Unified® Stores, which provide access to products, and Why Unified® Sales Channels, which facilitate the connection of clients’ seller accounts with various online marketplaces. Through our platform, clients can access tools and data-driven insights to automate sales, streamline order fulfillment, and improve overall performance across multiple sales channels (collectively, the “Services”). Your Service Agreement (the “Service Agreement”), Service Order (the “Service Order”), Fulfillment Credits Agreement, and/or Online Order Form (the “Order Form”) sets forth which Services you are purchasing, the party entering into the agreement (the “Client,” , “Regular User,” “Enterprise User,” “you” or “your” and together with Why Unified® the “Parties” or each individually a “Party”), the costs for such Services, the minimum Initial Term, and other relevant details. As used in this Agreement, the term Service Agreement means any Service Agreement, Service Orders and/or Online Order Form or any combination of the foregoing.

By accessing or using our Services, you affirm that you have read, understood, and agree to be bound by the terms and conditions outlined in our Terms of Use, and you acknowledge our practices around privacy and personal information by agreeing to the terms set forth in our Privacy Policy, Privacy Policy (California), and the Cookie Policy. Additionally, California residents agree to our Do Not Sell My Info procedures. Your use of the Services constitutes your consent to these terms and policies as they may be amended from time to time.

Furthermore, by using our Services, you acknowledge and agree to the representations and disclosures set forth in our FTC Earnings Disclosure Document, which outlines how performance estimates and earnings claims are calculated, as well as the factors that may influence results. You understand that these earnings claims are based on historical data, third-party research, and market trends. The FTC Earnings Disclosure Document is constantly updated to ensure accuracy and subject to change at the sole discretion of Why Unified®.

These Terms of Services (the “Terms of Service” or the “Terms”) are incorporated by reference into and made part of any Service Agreement submitted to Why Unified® and govern the relationship between you and Why Unified®. These Terms of Service are effective on the date the Service Agreement is signed (the “Effective Date”) and remain in effect until terminated as provided below. The Service Agreement, the Terms of Service, and the other documents incorporated by reference herein are collectively referred to as the “Agreement.” These Terms of Service may be reviewed at any time at whyunified.com/terms.

WHY UNIFIED® PROVIDES THE SERVICES AND SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY EITHER SIGNING A SERVICE AGREEMENT/SERVICE ORDER OR BY CHECKING THE “ACCEPT” BOX ON THE SIGNUP ORDER FORM YOU (A) ACCEPT THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CLIENT IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CLIENT AND BIND CLIENT TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICES OR SOFTWARE.

PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THESE TERMS, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHICH CONTAIN, AMONG OTHER PROVISIONS, DISPUTE RESOLUTION PROVISIONS, A WAIVER OF CLASS-ACTION RIGHTS AND LIMITATIONS OF LIABILITY. UNLESS OTHERWISE EXPRESSLY STATED, WHY UNIFIED® DISCLAIMS ANY AND ALL WARRANTIES WHETHER PROVIDED BY WHY UNIFIED®, ITS AFFILIATES, OR ITS RESPECTIVE EMPLOYEES AND/OR AGENTS.

The Service Agreement, Service Order, and/or Online Order Form, together with these Terms of Service, the Why Unified® Privacy Policy located at https://whyunified.com/legal/privacy-policy/, and any other ancillary documents incorporated by reference in these Terms of Service constitute the entire agreement between the Parties. Why Unified® limits acceptance of these agreements and objects to any additional or different terms in the Client’s acceptance.

Definitions and Products. The Why Unified® products, services, and other capitalized terms have the definitions as defined in this section or in the section where they first appear.

1. Users. For the purposes of this Agreement, the term “The Client” refers to any individual or entity engaging with Why Unified®, either as a Regular User or an Enterprise User. The following definitions outline the distinctions between these two categories of Clients, which determine the scope of services and applicable legal requirements.

a. Regular Users: A Regular User engages with Why Unified® under a plan that is not the Enterprise Plan, as distinguished on the Client’s Service Agreement. Regular Users utilize the Why Unified® platform for software-based tools to manage and optimize their existing marketplace seller account. These Client’s must have a pre-existing seller account on a third-party marketplace (e.g., Amazon, Walmart) for at least thirty (30) days before utilizing Why Unified® services. Regular Users retain control over their own seller accounts and business operations, with Why Unified® providing automation tools and performance optimization features.

An Enterprise User operates their eCommerce business under Why Unified®’s master seller accounts, rather than using their own marketplace accounts. This arrangement allows Why Unified® to fully manage all marketplace operations, ensuring compliance, optimization, and access to exclusive services.

b. Enterprise Users: Because of the Enterprise Users using Why Unified master seller accounts, level of involvement, and investment, Enterprise Users are subject to the FTC Business Opportunity Rule. Why Unified® provides all required disclosures regarding earnings potential, risks, and the nature of the business opportunity, as outlined in the Why Unified® FTC Earnings Claims Disclosure Document.

2. Services. For the purposes of this Agreement, Services means any and all Products and Services offered by us pursuant to these Terms of Service.

3. Scope of Deliverables & Services. The Services provided by Why Unified® encompass the Why Unified® Platform and associated functionalities, such as Why Unified® Stores and Why Unified® Sales Channels. These Services are structured to assist the Client in the selection of a store category and subsequent integration with designated marketplaces, including Amazon, Walmart, and eBay. Upon selection, the Client, if a Regular User, must connect their own pre-existing seller account, which certifies it is at least thirty (30) days mature, to publish products under the chosen store category, unless otherwise provided in writing. Regular Users are enhancing their already existing business operation by contracting with Why Unified. Why Unified® facilitates this process by offering management through the Why Unified® Software Platform that includes, but is not limited to, seller account management, supplier connectivity, and inventory management.

The official scope of deliverables, along with the detailed scope of plans, features, and functionalities offered through Why Unified®, is referenced in the Why Unified® Platform Technical Sheet, which is accessible via the provided link and is hereby incorporated by reference into this Agreement. The Why Unified Platform Technical Sheet shall serve as the authoritative guide to the specific features and capabilities included in each plan and the range of services that Why Unified® provides.

The platform operates as a facilitator by enabling the Client to leverage a marketplace of partners where products can be added to their sales channels. This robust software platform utilizes proprietary data, artificial intelligence, third-party data, and other publicly accessible data to furnish comprehensive insights into the performance of the Client’s seller account. 

Why Unified® provides its services solely as a management resource and an intermediary for sellers. The services are designed to support Clients who already possess an active seller account with the relevant marketplace they select, unless otherwise an Enterprise user. The provision of these services shall not be construed as an offer or invitation to enter into a new business venture. Instead, it is an arrangement wherein Clients use Why Unified® to enhance the management of their existing eCommerce activities. Regular Users maintain full ownership and retain complete operational control over their respective seller accounts, independently directing their use of the Why Unified® platform to optimize their eCommerce operations.

4. Licensing and Service Initiation. Upon the Client’s registration, Why Unified® will initiate the process of obtaining necessary licenses from our partners, applicable to the Client’s Why Unified® Store and Sales Channels. The Client acknowledges that this action constitutes a considerable upfront investment by Why Unified®, made in anticipation of delivering the contracted services.

The Client further understands that the Marketing Plan specific to their selected plan cannot be shared until Why Unified® has successfully obtained the required licenses from our partners. The standard timeframe for issuing licenses typically ranges from 3-7 business days; however, the Client acknowledges that this process may extend beyond the usual period. This extension should not be perceived as a delay in the provision of services but as a standard part of the licensing procedure.

In some cases, our partners may conduct additional screenings to confirm the Client’s eligibility for the licenses. The Client agrees that such screenings are necessary to ensure compliance with the licensing requirements and acknowledges that these processes are outside the control of Why Unified®. The Client agrees to cooperate fully with any requests or requirements necessary to facilitate this licensing process and understands that failure to do so may result in delays or inability to provide the agreed services.

5. Marketing Plan. Upon initiating your engagement with Why Unified®, a Marketing Plan will be provided to you within an estimated timeframe of 3-7 business days. This Marketing Plan is designed using proprietary data and constitutes the intellectual property of Why Unified®. The plan outlines key insights into your selected Why Unified Store and associated Sales Channels, and includes the necessary funding of credits required for the implementation (the “Launch”) of the Marketing Plan.

The data, strategies, and insights contained in the Marketing Plan are based on Why Unified®’s proprietary algorithms and historical market research, as detailed in the Why Unified® FTC Earnings Claims Disclosure Document. While the Why Unified Platform Guarantee applies to the functionality of the platform in helping to achieve the performance estimates, earnings claims and related projections provided in the Marketing Plan are not guaranteed. Instead, they represent data-driven forecasts that rely on factors such as market conditions, client engagement, adherence to platform recommendations, and external variables beyond Why Unified®’s control.

All contents of the Marketing Plan are confidential and protected as the intellectual property of Why Unified®. You agree not to disclose the contents of the Marketing Plan, either directly or indirectly, to any third party or to make unauthorized comparisons of your performance against the plan. Unauthorized disclosure or misuse of the Marketing Plan constitutes a breach of this Agreement and will result in irreparable harm to Why Unified®. In such cases, Why Unified® reserves the right to pursue all available legal remedies, including injunctive relief and damages, to protect its interests and intellectual property.

The Launch of the Marketing Plan will occur within seven (7) business days following its development, subject to the completion of the onboarding process and the funding of required Fulfillment Credits for your selected Sales Channels. Why Unified® reserves the right to delay the Launch due to factors such as delays in onboarding or funding. Any such delays will be communicated accordingly. The Marketing Plan, once delivered, does not require your approval for implementation, nor is it subject to modifications unless explicitly agreed upon in writing by Why Unified®.

By engaging with Why Unified® and receiving the Marketing Plan, you acknowledge and accept that the Launch of the marketing activities will begin automatically, and you commit to the minimum financial obligations stipulated in your Service Agreement. The initiation of the Marketing Plan also signifies the start of your subscription. Any delays beyond the control of Why Unified® will be handled in accordance with our standard operational procedures.

Once the Marketing Plan is delivered (whether through email, the Why Unified® Platform, or both), the funding of “Fulfillment Credits” contitutes the acceptance of the Marketing Plan.. There will be no option to decline the plan or request a premature refund unless such a provision is expressly stated in writing by Why Unified®.

6. Why Unified® Platform License. Why Unified® Stores serve as the origin of products that may be eligible for publication on Sales Channels, as outlined in the Marketing Plan. Upon sign-up, Clients select a store category, which defines the category of products they will be selling. Based on this selection, Why Unified® may, at its discretion, provide a store name and a corresponding website address related to the chosen product category. It is important to note that while this store category may involve products from specific brands within that category, the availability of specific brands is not guaranteed.

If a website is provided, it is intended solely for identification and informational purposes and is not designed to function as an e-commerce or payment-enabled platform. The Why Unified® Store, if provided, acts as a display and informational hub for products within the designated category that may be published on selected Sales Channels. Alternatively, Why Unified may provide a product catalog document that serves as an informational resource in place of the store.

The licensing of products available through your Why Unified® Store is governed by the “Product License” section of this Agreement, which outlines the terms under which products are licensed for use in your store. These terms include limitations on the use and publication of licensed products, as well as conditions related to compliance with Sales Channel requirements.

It is important to emphasize that Why Unified® Stores are non-exclusive and are not exclusive to any single Client. Once a Marketing Plan is launched, the store category selected by the Client cannot be changed. To optimize service offerings and scalability, Why Unified® Stores may be duplicated or repurposed for use with other Clients. Your license to use the designated Why Unified® Store website is expressly non-exclusive and non-transferable.

7. Sales Channel License.

a. Integration of Sales Channels: Why Unified® Sales Channels consist of third-party marketplaces such as Amazon, Walmart, and eBay, which are integrated into the Why Unified® Platform in conjunction with Why Unified® Stores. Eligible products are published from your Why Unified® Store to active marketplaces included in your plan.

b. Management Responsibilities: The specific scope of these management services and any additional features provided are further detailed in the Why Unified® Platform Technical Sheet, which is incorporated by reference into this Agreement and serves as the authoritative source for all service descriptions.

c. Client Authorization and Access Requirements: The Client authorizes Why Unified® to perform all necessary seller account management activities and must provide ongoing access to their seller accounts. Restricting access may lead to a breach of the terms and invalidate the Why Unified® Guarantee, with determination solely decided by Why Unified®.

d. Fulfillment Credits: Clients must meet the prerequisite requirements of funding minimum Fulfillment Credits as outlined in the marketing plan. Service suspension may occur if the credit balance is depleted or negative until such balances are replenished.

e. Marketplace Account Standing: Regular Users are required to maintain an active seller account in good standing for each marketplace. Regular Users may switch their sales channel to another marketplace if deactivated, declined, or if the seller account has the inability to sell or utilize standard marketplace features; prorated pricing adjustments to the new sales channel will be made accordingly at the then-current pricing.

Why Unified® reserves the right to switch sales channels in the event of deactivation, account performance issues, negative account health.. If an account is switched, and if the cost is higher, it will be considered a free upgrade.

Clients are not entitled to receive proprietary documentation from Why Unified® when filing a marketplace deactivation appeal. Although Why Unified® will support deactivation appeals to the fullest extent possible, we cannot share proprietary documents, including agreements related to our confidential partnerships. Acting as an agent between our partners, Why Unified® may provide substitute documentation that does not conflict with our intellectual property and/or trade secrets. Clients acknowledge that they are not entitled to access agreements with our partners under any circumstance. 

f. Third-Party Marketplace Relations: The Client acknowledges that all sales channels utilized through the services provided by Why Unified® are independent third-parties not affiliated with Why Unified®. The Client agrees to adhere to the terms and conditions of each marketplace and holds Why Unified® harmless for any losses incurred due to actions taken by these marketplaces, including but not limited to the deactivation or suspension of your seller account(s), regardless of the cause.

The Client recognizes that there is an inherent risk of their marketplace seller account being deactivated, either with or without cause, by the marketplace. Marketplaces maintain strict standards and policies which must be adhered to. While Why Unified® and its partners strive to meet and exceed these standards, external factors beyond our control, such as delivery delays or damage to products caused by carriers, may impact the Client’s performance on these platforms.

Why Unified® shall not be held responsible or liable, either financially or otherwise, for the deactivation of the Client’s seller account under any circumstances. The Client agrees that they engage with these third-party marketplaces at their own risk and will not hold Why Unified® accountable for any disruptions to their business as a result of marketplace actions.

g. Exclusive Access: Access to the Client’s seller account shall be limited to the account holder and Why Unified®. Discovery of unauthorized access by other parties may result in invalidation of the Why Unified® Guarantee, with determination solely decided by Why Unified®.

h. Prohibition of Unauthorized Actions: The Client agrees that no actions should be taken on the seller account by any party other than Why Unified®, unless explicitly required. Unauthorized actions include, but are not limited to, pricing adjustments, product additions or removals, and listing modifications.

i. Communication Protocols: The Client must consult Why Unified® prior to communicating with marketplace support to avoid uncontrolled account modifications. All communications from marketplaces should immediately be forwarded to Why Unified® support.

j. Active Engagement and Adherence to Recommendations: To achieve optimal outcomes, Regular Users must actively engage with the tools, insights, and recommendations provided by Why Unified®. The Why Unified® Platform offers a comprehensive suite of features designed to support success, but the effectiveness of these tools depends on the Regular User’s active participation. This includes following recommendations on product selection, pricing, advertising, and inventory management, as well as regularly reviewing performance metrics and making necessary adjustments.

Why Unified® provides data-driven insights and AI-powered recommendations; however, their effectiveness relies on the Regular User’s implementation. Regular Users are responsible for adjusting their strategies based on the provided insights and remaining engaged with the platform to maximize the benefits of its features. While the platform serves as a powerful enabler, the responsibility for success ultimately rests with the Client.

In the dynamic e-commerce environment, continuous learning and proactive adaptation are key to maintaining competitiveness. Why Unified® encourages Clients to stay informed about industry trends and best practices through resources such as webinars, tutorials, and marketplace updates. By leveraging these resources, Clients can make informed decisions, refine their strategies, and adapt to shifts in market conditions, consumer preferences, and platform policies.

8. Addon Sales Channels Terms.

a. Offering of Addon Sales Channels: Why Unified® offers Addon Sales Channels as supplementary options to potentially enhance the performance of existing sales channels. These add-ons may be recommended by Why Unified® from time to time, particularly when there is an indication that they might improve the performance of the Client’s sales channels.

b. Purchase and Integration of Addons: Addon Sales Channels can be purchased either as a bundle at the time of sign-up or at any point thereafter. These addons are tied to the primary plan of the Client and are contingent upon the remaining duration of the primary plan’s billing term.

c. Billing and Term Alignment: For example, if a Client is on an active one-year billing term and opts to purchase an addon six months into their subscription, the billing term for the addon will align with that of the primary plan, expiring simultaneously at the end of the initial one-year term. Consequently, the addon’s effective term will be six months, aligning its expiration with the primary plan.

d. No Pro-rated Pricing: There is no pro-rated pricing for Addon Sales Channels. The full price of the addon applies regardless of the time at which it is purchased during the billing cycle of the primary plan. This pricing policy applies even if the addon’s active term is less than its typical billing cycle due to its alignment with the primary plan’s remaining term.

e. Sales Channel Clarification and Fulfillment Models. Why Unified® facilitates the integration of various sales channels (marketplaces), such as Amazon, Walmart, and eBay, which operate under a “Fulfilled by Merchant” (FBM) model. Under this model, orders are fulfilled by our partners on behalf of the Client, with each order processed being automatically deducted from the Client’s fulfillment credits balance. Why Unified® reserves the right to disable, change, or alter features related to international selling for Regular Users, subject to eligibility criteria. These features are available to Enterprise Users based on eligibility and compliance with applicable standards. The availability of international selling may be restricted or modified if Why Unified® determines, at its sole discretion, that the feature could impact Seller Rank due to factors such as longer shipping times, regional restrictions, or marketplace policies. These adjustments are intended to maintain optimal account performance and platform compliance.

In addition, Why Unified® offers access to sales channels such as Amazon Prime and Walmart+ that utilize the “Marketplace Fulfillment” (MF) model. Under this model, inventory is forwarded directly to the marketplace for fulfillment. Unlike the FBM model, where deductions from the Client’s fulfillment credits occur upon order fulfillment, the MF model may involve deductions when inventory is forwarded to the marketplace, regardless of whether an order is immediately achieved. 

The Client acknowledges that once inventory is dispatched from our partners’ fulfillment centers to an MF service, Why Unified® and its fulfillment partners relinquish responsibility for the inventory. Furthermore, the Client understands that marketplaces have the autonomy to determine the eligibility of products for sale based on their independent criteria. Such marketplace decisions are beyond the control of Why Unified® and do not constitute a fault on part of Why Unified®.

The Client also accepts that there is no guarantee regarding the quantity or timeframe of inventory being forwarded to the marketplace, as this is determined by Why Unified®’s proprietary scoring model. This model strategically calculates the quantity of units to be forwarded based on various factors, aiming to optimize inventory levels and potential sales based on their account health and maturity as determined by Why Unified® ‘s Platform, independent of the available balance of fulfillment credits.

f. Advertising Spend and Addon Services: Certain Addon Sales Channels, such as Amazon Ads, may require an additional advertising budget that must be paid directly by the Client to the relevant marketplace (e.g., Amazon). The Client understands and agrees that Why Unified® does not include or cover any advertising spend budget as part of its services. Any advertising costs, including those incurred through third-party platforms, are the sole responsibility of the Client.

Why Unified® may provide recommendations or suggested advertising budgets through its platform to help optimize the Client’s advertising campaigns. However, these recommendations are advisory only and do not constitute a guarantee of performance. The Client is solely responsible for managing and overseeing their advertising spend, budgets, and payments to third-party marketplaces.

The Client acknowledges that Why Unified® does not guarantee that the Client will achieve any specific number of sales, impressions, clicks, or improvements in search ranking through advertising efforts . All estimates or forecasts provided by Why Unified® related to advertising performance are subject to fluctuations inherent to real-time bidding environments and other marketplace factors beyond the control of Why Unified®. The Client understands that actual results may vary, and Why Unified® is not liable for any differences between estimated and actual advertising outcomes.

9. Fulfillment Credits (“Credits”).

a. Purpose and Requirement: Fulfillment Credits are required for the initiation (Launch) and ongoing management of Sales Channels as outlined in the Marketing Plan. A minimum balance of Fulfillment Credits must be maintained at all times, the specifics of which are detailed in the Marketing Plan.

b. Usage of Credits: Fulfillment Credits are allocated primarily for the fulfillment of orders received from marketplaces for eligible products published via Why Unified®. These credits cover the Cost of Goods Sold (COGS), also known as the wholesale cost of the product to the Client, in addition to any associated shipping and handling fees.

c. Deduction of Credits: Upon receipt of an order, the corresponding COGS and shipping/handling fees are automatically deducted from the available Fulfillment Credits balance. The order is then forwarded to our partners for fulfillment and processing.

d. Insufficient Credits:  In cases where there is a negative Fulfillment Credits balance, Why Unified® may suspend services, and any incoming orders from marketplaces will be canceled. This action can adversely affect the health of your seller’s account. It is the Client’s responsibility to maintain the minimum Fulfillment Credits balance as stipulated in the Marketing Plan. The Client can monitor their Fulfillment Credits transactions through the Why Unified® Platform.

e. Returns and Reimbursements: If products are returned to our partners in their original condition, the COGS will be credited back to the Client’s Fulfillment Credits balance, less any shipping costs incurred.

f. Pricing Variability: The Client acknowledges that the costs associated with COGS and shipping and handling are subject to change at any time without notice. These changes can be monitored on the Why Unified® Platform.

g. Fulfillment Credits Reconciliation & Refunds: At the conclusion of the Client’s billing term, Why Unified® will perform a reconciliation of any remaining Fulfillment Credits that have not been used or allocated to products, orders, or sales channels. For the purposes of this policy, “unused” refers to credits that have not been applied to or reserved for any existing or planned transactions, including product listings or active orders. Refunds for any unused Fulfillment Credits will be processed within thirty (30) days following the reconciliation. This period is necessary to account for the resolution of any pending refunds, order cancellations, returns, or disputes that may impact the final balance of Fulfillment Credits. The reconciliation process ensures that all adjustments are properly accounted for before issuing the refund.

h. Restrictions on Credits Use: Fulfillment Credits do not confer ownership of specific products nor secure any level of product inventory. They serve solely as a means to facilitate the fulfillment of orders from marketplaces. Fulfillment Credits are not intended for direct purchase of products in bulk quantities and can only be utilized for genuine marketplace orders.

10. Product License and Partner Sublicense Agreement.

a. Sublicensed Product License: You acknowledge and agree that the Store License granted to you includes a sublicensed product license provided by our third-party partners (collectively referred to as “Partners”). This sublicense allows Why Unified® Stores to publish and offer products for sale, which includes the provision of fulfillment services by the Partners.

b. Responsibility for Product Listings: You further acknowledge that Why Unified® acts solely as a software platform and does not directly maintain the products listed in your Why Unified® Store. While Why Unified® endeavors to audit and vet Partners rigorously, the accuracy, legality, and compliance of the products published on your store fall under your responsibility as the licensee. It is incumbent upon you to ensure that all products published on your store adhere to applicable laws, regulations, and guidelines.

c. Limitation of Liability: You agree that Why Unified® is not responsible for any errors, omissions, or inaccuracies in the products provided by our Partners. You hereby hold Why Unified® and our Partners harmless from any claims, damages, or liabilities arising from such issues.

d. Confidentiality of Partner Information: Why Unified® reserves the right to maintain the confidentiality of our Partners’ identities and other related information, which is considered proprietary and intellectual property of Why Unified®. Disclosure of such information will not be made to you or any third party unless required by law.

e. License Terms Reference: Your rights and obligations regarding the use of the Product License are further detailed in Section 10. of this agreement.

11. Order Fulfillment & Shipping.

a. Order Processing and Shipping Models: Upon receiving an order from the Client’s store, it will be escalated to our fulfillment partners for processing. The shipment will be executed under one of the following delivery models based on the delivery address and availability in the specified region: (A) Same Day Shipping, (B) 2-Day Shipping, or (C) 3-7 Calendar Day Shipping. We strive to meet these shipping standards consistently; however, the availability of these options is subject to regional logistics capabilities.

b. Order Tracking and Updates: Why Unified®’s Platform integrates with Sales Channels to manage and update tracking information for each order once fulfilled by our partners. Clients can access real-time order updates through their seller account on the relevant marketplace, ensuring transparency and up-to-date information on order status.

c. Fulfillment Standards: While our standard is to fulfill orders within one (1) business day, circumstances may extend this period to five (5) business days. Should fulfillment exceed this timeframe, the order will be automatically canceled at the marketplace level to maintain service quality and trust.

d. Shipping by Third-Party Carriers: Once an order is fulfilled, the actual shipping times are governed by third-party carriers, such as the United States Postal Service. Why Unified® or its fulfillment partners are not responsible for delays caused by couriers, weather conditions, acts of God, or other circumstances beyond our control. These factors may impact delivery times despite our efforts to ensure prompt shipping.

e. Cancellation Rights: Why Unified® or its fulfillment partners  reserve the right to cancel orders due to product unavailability,categorized as high-risk, or if the delivery address is outside the areas served by our fulfillment partners. High-risk orders include those that may violate licensing agreements, such as orders placed by the store owner, friends, or family members associated with the store. Such cancellations are necessary to comply with legal standards and protect all parties involved.

f. Fulfillment Partners and Liability Exclusion. Why Unified® engages with various fulfillment partners to manage inventory allocation and order fulfillment processes. While Why Unified® rigorously vets these partners to ensure high standards of service and reliability, it is important to note that Why Unified® disclaims all responsibility to the Client or the end-customer purchasing the products for any consequences that may arise from the use of the products, including but not limited to inaccuracies, malfunctions, or failure of products.

Specifically, Why Unified® is not liable for:

• Any personal injury, death, or other health-related issues that may result from the use of the products.
• Property damage or loss that occurs due to product defects or malfunctions.
• Any indirect, incidental, punitive, special, or consequential damages arising from the use of the products.
• Legal claims stemming from the product’s failure to comply with safety standards or regulations, whether local, national, or international.

Given the nature of product fulfillment and the potential risks involved, Why Unified® strongly encourages the Client to consult with a licensed insurance professional to secure an appropriate insurance policy. This policy should cover potential liabilities and losses related to product inaccuracies, damages, or other issues that may arise post-fulfillment.

12. Order Revenue and Payouts. Why Unified® does not participate in any profit sharing or retain any proceeds from orders achieved from marketplaces, unless otherwise explicitly provided in writing. Upon the successful completion of an order, all funds are processed directly by the marketplace according to its specific payment processing standards and are subsequently paid out to the Client’s designated funding source.

Clients must be aware that each marketplace operates under its own set of policies and standards regarding the handling of payouts. Consequently, Why Unified® bears no responsibility for any delays or withheld funds that may occur. Such matters fall under the jurisdiction of the independent agreement between the Client and the respective marketplace. This includes any instances where payouts are on hold or withheld by the marketplace.

Furthermore, the Client acknowledges that for the purposes of evaluating marketing performance under the terms of this agreement, performance metrics are calculated based on order achievement rather than the receipt of payouts. This means that all orders, regardless of the status of the corresponding payouts, are considered in the performance assessments conducted by Why Unified®.

13. Marketplace Fee Structures and Client Responsibilities

Understanding of Fee Structures: The Client acknowledges that participating marketplaces, such as Amazon, operate under specific fee structures that differ based on the fulfillment model utilized:

a. Fulfilled by Merchant (FBM): Under the FBM model, the Client recognizes that marketplaces charge fees on a per-order basis. These fees are directly associated with the processing and handling of orders through the marketplace’s platform.

b. Marketplace Fulfillment (MF): For those utilizing the MF model, the Client understands that the fee structure is more complex and includes, but is not limited to, monthly inventory storage fees, fulfillment fees, aged inventory surcharge, inventory storage overage fees, and inventory removal and disposal fees. This list is not exhaustive, and other fees may apply based on specific marketplace policies.

c. Client’s Responsibility to Stay Informed: The Client is responsible for educating themselves about the applicable fee structures for both MF and FBM models. The Client also understands that these fee structures are subject to change at any time without notice. Why Unified® does not actively monitor these changes. It is the Client’s responsibility to stay informed through direct communications from the marketplace or other available resources.

d. Automatic Fee Deductions: All fees are automatically deducted from the Client’s seller account according to marketplace policies. This automatic deduction process is outside the control of Why Unified®.

e. Monthly Marketplace Fees: Both the MF and FBM models may involve monthly marketplace fees, which are solely the responsibility of the Client to manage and pay.

f. Measurement of Revenue and Performance: The Client understands that revenue and performance metrics provided by Why Unified® are measured on a gross basis rather than a net basis. Marketplace fees are not deducted from these gross revenue figures when reporting performance metrics.

g. Fees and Account Status: The Client is solely responsible for the timely payment of all fees and balances due to marketplaces. Failure to maintain current payments may result in the suspension or deactivation of the seller account by the marketplace. Such suspension or deactivation can negatively impact the Client’s performance metrics and may lead to a breach of the terms of their agreement with Why Unified®, potentially invalidating the Why Unified® Guarantee, with determination solely decided by Why Unified®.

h. Proactive Management: The Client is encouraged to proactively manage their marketplace accounts to ensure that all financial obligations are met and to prevent any negative implications on their account status and performance.

i. App Restrictions: Clients are required to refrain from connecting or permitting any unauthorized apps to their seller accounts. Interference with this, including but not limited to activating and/or deactivating such apps, will result in the suspension of services, negatively impact the health of the client’s seller account(s), and may lead to deactivation. Clients are advised that this may also affect their future performance and standing within the platform. 

14. Enterprise Plan.

a. Overview of Enterprise Plan: The Why Unified® “Enterprise Plan” offers a specialized suite of services for Enterprise Users that differs significantly from Regular Users. It is tailored for high-volume clients and includes comprehensive management of the selling process across multiple sales channels through Why Unified®’s proprietary systems. This plan provides access to partner-licensed products, often categorized as high demand, with some products potentially offered exclusively to the Client. The Enterprise Plan enables streamlined operations and market access, offering a hands-off solution to maximize sales potential through Why Unified®’s controlled approach.

b. Enterprise Versions: Why Unified® offers two distinct versions of the Enterprise Plan: Version 1 and Version 2. These versions exist because the Enterprise Plan evolved from a semi-managed experience to a fully-managed experience, differing in terms of features, compliance, and the scope of services provided to Enterprise Users.

Version 1: Applies to all Enterprise Users who signed up on or before November 8th, 2024. Users under this version were using functionalities similar to those provided to Regular Users.

Version 2: Effective for all Enterprise Users who signed up after November 8th, 2024, Version 2 represents an upgraded and more robust fully-managed Enterprise experience.

c. Automatic Upgrade for Version 1 Users: All Enterprise Users who initially subscribed to Version 1 have been automatically transitioned to Version 2. This upgrade is effective November 8th, 2024 and is intended to align the services provided to Version 1 users with the enhanced fully-managed Enterprise experience of Version 2. Users were provided with thirty (30) days advance notice to accept or reject the update.

d. Master Seller Account Usage: Enterprise Clients do not use their own marketplace seller accounts. Instead, they operate through a master seller account owned and managed by Why Unified®. This account is shared among various Why Unified® clients, allowing Why Unified® to maintain control over the management of listings, fulfillment, and sales processes, ensuring optimal results across different marketplaces.

e. Dedicated Product Listings and Identification: Enterprise Clients are assigned specific product listings under the master seller account, each identified by unique product identification codes. These codes are essential for tracking sales, performance metrics, and reporting, ensuring that each client is linked only to the products specifically allocated to their account. Why Unified® may assign new products and product identification numbers as needed, which will be reflected in the Client’s account via the Why Unified® Platform.

f. Access to Master Seller Account: Clients acknowledge that they will not have direct access to the master seller account. The account remains proprietary to Why Unified®, ensuring security and integrity. All client interactions occur through the Why Unified® Platform, where they can access reporting related to their specific product identification numbers.

g. Revenue Management: Revenues derived from sales associated with a client’s unique product identification codes are defined as net profit—calculated after deducting the cost of goods sold (COGS), shipping, handling, marketplace seller fees, and any other related expenses. These expenses are detailed in the Client’s Why Unified® Dashboard and/or the Marketing Plan provided to the Client. The Client acknowledges that these expenses are subject to change at any time without notice, due to market conditions, adjustments by partners or suppliers, or other factors beyond the control of Why Unified®.

These funds are deposited into the master seller account and held for thirty (30) days to comply with marketplace clearing policies, allowing time to address any refunds, cancellations, or disputes before they are available for transfer. As a risk prevention measure, the Client’s first payout may be delayed by up to 30 calendar days to ensure proper reconciliation of these initial transactions. After the clearing period, funds are transferred to the client’s designated bank account via ACH or Wire Transfer between the 1st and 7th of each month. Deposits typically take 7-14 calendar days to reach the designated bank account. However, in certain cases, such as a high volume of returns, chargebacks, or order cancellations, payouts may be reviewed and delayed by up to an additional 30 calendar days. 

The Client authorizes Why Unified® to deposit funds via ACH or Wire Transfer and to withdraw funds directly from their designated bank account without notice if overages occur due to order refunds, cancellations, or disputes after a reconciliation. The Client agrees that any designated bank account for such deposits and/or withdrawals must match the name associated with the Service Agreement, and Why Unified® cannot issue deposits to any bank account that does not match the name on the Service Agreement. It is the Client’s responsibility to ensure that their bank account information is accurate and compliant with this requirement.

h. Handling of Withheld Payouts: Clients acknowledge that any funds held or withheld by marketplaces cannot be released until officially cleared by those marketplaces. Why Unified® is not liable for any delays in withdrawals caused by marketplace policies, as such matters are beyond its control.

i. Performance Reporting: Why Unified® will provide performance reporting through the Why Unified® Platform, focusing solely on metrics associated with the client’s unique product identification codes. Clients will not receive reporting at the master seller account level, and reporting will be limited to the specific products managed under the Client’s Enterprise account.

j. Confidentiality and Ownership of Master Accounts: Master seller accounts may be affiliated with Why Unified® or third parties; however, ownership and control remain strictly with Why Unified®. Clients agree to maintain confidentiality regarding any information related to these master accounts, recognizing them as proprietary assets of Why Unified®. Disclosure or attempts to access details of the master accounts is strictly prohibited.

k. Guarantee Claims and Processing: In the event of a Why Unified® Guarantee claim, processing may take up to thirty (30) calendar days for a determination and up to sixty (60) calendar days for any refunds or payouts, due to the need for comprehensive account reconciliation and closure of product identification numbers.

l. Account Flexibility: Clients understand they are not entitled to any specific master seller account, and Why Unified® may transfer their product identification numbers to a different master seller account at its discretion without prior notice, ensuring continuity of service and performance optimization.

m. Maintenance and Updates: Why Unified® conducts routine maintenance on master seller accounts that may temporarily affect the visibility of product identification numbers. Clients will be notified through email or the Why Unified® Platform in advance of any scheduled maintenance, while unscheduled maintenance may be communicated post-completion.

n. Unique Product Identification: Products managed under the Enterprise Plan have unique identification numbers to ensure exclusivity to the Client. However, similar product variations may be assigned under different identification numbers to other clients to optimize market coverage and ensure product availability.

o. Fee Structure and Revenues: Clients acknowledge that revenues from their orders do not involve any profit-sharing with Why Unified®. Each marketplace has its own fee schedule, which may include fees for fulfillment, inventory storage, and other marketplace-specific costs. These fees are subject to change without notice, and Why Unified® is not responsible for any losses resulting from such changes. Clients may request an itemized report of the fee structure associated with their orders.

p. Fulfillment Credits and Client Obligations: While the Enterprise Plan is fully managed by Why Unified®, the Client is responsible for funding the recommended fulfillment credits to ensure the availability of products for sale. The Client acknowledges that the level of fulfillment credits directly influences sales achievement and performance. Failure to follow Why Unified®’s recommendations regarding credit funding may negatively impact account performance and could result in lower-than-expected revenue outcomes.

q. Launch Timeline: Why Unified® reserves the right to determine the timing for launching new sales channels or market regions, such as the United States, as part of its proprietary approach. The timeline for such launches will be at the sole discretion of Why Unified® to maximize market penetration and client performance.

r. FTC Earnings Claims Disclosure: Why Unified® complies with all applicable FTC guidelines regarding earnings claims, including those related to the Enterprise Plan. The performance estimates or projections provided to Enterprise Clients, including those related to total revenue, are based on reliable data sources such as historical sales data, third-party market research, and proprietary algorithms, as outlined in the Why Unified® FTC Earnings Claims Disclosure document. Clients are advised that past performance is not a guarantee of future results, and actual financial outcomes may vary based on factors beyond the control of Why Unified®, including changes in market conditions, consumer demand, and marketplace policies. The FTC Earnings Claims Disclosure is incorporated by reference into this Agreement, and Clients are encouraged to review this document to fully understand the assumptions, methodologies, and risks associated with any performance estimates provided.

s. Guarantee Policy for Plan Upgrades: Upgrading from a Regular Plan to the Enterprise Level does not extend, renew, or alter the initial guarantee period provided under the original Regular Plan unless explicitly specified in writing. Any modifications to the guarantee terms must be documented and authorized in writing by both parties. In the absence of such documentation, the terms and duration of the initial guarantee remain in full effect, with no additional extensions or modifications applied upon upgrading.

15. Why Unified® Scoring Model: “Seller Rank”

Why Unified® operates as a software platform and has developed its proprietary scoring model known as “Seller Rank,” which is an integral part of the Why Unified® Platform. Seller Rank functions as a sophisticated metric system designed to evaluate and rank sellers based on a variety of performance indicators, akin to how a credit score assesses an individual’s financial behavior.

a. Scale and Calculation: Seller Rank is structured on a sliding scale, with a client’s initial position on the scale determined by various proprietary factors, including but not limited to the Client’s seller account health, start date, current market conditions, and other internal criteria used by Why Unified®. The scale reflects a dynamic evaluation of the maturity level achievable within the Why Unified® ecosystem.

The Seller Rank is calculated using over one hundred proprietary factors, including real-time data from the Client’s seller account, aggregated third-party data, market conditions, and other elements integral to the performance and status of the account. Why Unified® reserves the right to adjust the Seller Rank model based on these factors as they evolve over time, ensuring that the ranking accurately reflects the ongoing performance and compliance of the Client’s seller account.

b. Fluctuations and Real-Time Updates: The Client acknowledges that Seller Rank is dynamic and updates based on real-time data, which may naturally lead to fluctuations both upwards and downwards. These fluctuations reflect the volatile nature of the eCommerce environment and are not indicative of future performance or necessarily a reflection of Why Unified®’s performance.

c. New Features and Non-Guaranteed Improvement: From time to time, Why Unified® may introduce new sales channel addons intended to enhance the functionality of the platform and potentially improve Seller Rank. However, the effectiveness of these addons in improving the Seller Rank is not guaranteed.

d. Prohibition on Reverse Engineering: The Client agrees not to reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of any part of the Why Unified® Platform, particularly the Seller Rank algorithm. This prohibition protects Why Unified®’s intellectual property and the proprietary technology foundational to the platform. Sharing results, progress, products, or any other information about a marketing plan violates the Client’s Non-Disclosure Agreement and Terms of Service. These actions will be considered an attempt to reverse engineer our platform, methodologies, and approach, which constitutes a breach of our intellectual property. Such conduct, whether successful or unsuccessful, may lead to a breach of the terms of their agreement with Why Unified®.

e. Seller Rank-Driven Actions: Seller Rank dictates when certain plan-related actions are performed, such as activation of specific products, the quantity of products enabled on the seller account, and other proprietary actions. The Client understands that these actions are timed according to Seller Rank and are integral to the proprietary methodology of Why Unified®. The Client acknowledges that the sequential and methodical rollout of these actions is a deliberate strategy to ensure effective service delivery and does not imply that services are not being rendered.

f. Usage and Limitations: Seller Rank is utilized within the Why Unified® platform to gauge the performance and maturity of the Client’s sales channels and to determine the availability of certain platform features as per Why Unified®’s proprietary growth model. The Client understands that progression through the Seller Rank scale is an indicator of growth and refinement in eCommerce operations but should not be viewed as a standalone measure of future success.

g. Enterprise Seller Rank: The Seller Rank feature for Enterprise Users is designed to monitor the overall health of Why Unified’s ‘master’ seller accounts. While this feature includes all standard Seller Rank functionalities, it does not extend to monitoring individual seller accounts associated with Enterprise Users, as Enterprise-level service exclusively utilizes Why Unified® ‘s master seller account. Enterprise Users should note that individual account health metrics are not tracked under this plan.

16. Service Exclusions:

a. Limited Scope of Customer Support: Why Unified® does not provide direct customer support to end-users of marketplace platforms, applicable to Regular Users. End-users, meaning customers placing orders via the Client’s seller account, should utilize the self-service options provided by the marketplaces for returns, order cancellations, and other customer service needs, which are automated and managed directly by the respective marketplace platforms. However, Why Unified® may, on a case-by-case basis and as a good faith exception, assist with order cancellations, returns, and related management activities as deemed appropriate.

b. Product Listing Reviews: Why Unified® does not manage reviews for product listings or marketplace seller accounts. Reviews are acquired organically through customer interactions and purchases and are subject to the policies and procedures established by the marketplaces.

c. Creation of Marketplace Seller Profiles: Why Unified® does not create marketplace seller profiles on behalf of clients. While Why Unified® may provide assistance or guidance through best practices and advisory support, the responsibility for creating and maintaining these profiles rests with the Client.

d. Management of Products: Why Unified®’s service scope is limited to managing products that are supported by the Why Unified® Platform and specifically assigned to the Client. Why Unified® does not manage, support, or take responsibility for any products outside of this scope.

e. Assistance with Marketplace Account Deactivation. The Client acknowledges that Why Unified® may offer suggestions, opinions, or best practices to assist in the event that the Client’s marketplace seller account is deactivated. However, the Client understands that such assistance is not a formal part of Why Unified®’s platform services and is provided solely on a good-faith basis and on a case-by-case basis. The Client agrees that there should be no expectation of a specific outcome related to these efforts, and Why Unified® does not guarantee the reinstatement of a deactivated marketplace account. The Client further acknowledges that Why Unified® has no control over the policies or decisions of marketplace operators, which are third-party entities, and as such, Why Unified® cannot influence any decisions made by these entities regarding account deactivation.

17. Listing and Branding Limitations:

a. Generic Listings: Why Unified® may list products as “Generic” as part of its approach to listing optimization.

b. Storefront Branding Management: Why Unified® does not manage storefront branding for any marketplace. The company focuses solely on publishing product listings in accordance with internal policies and procedures.

c. Customized Listing Designs: Why Unified® does not support the creation of customized product listing designs. Product listings are created using manufacturer-provided product information to maintain consistency and accuracy.

18. Why Unified® Platform Guarantee

a. Overview of the Platform Guarantee: Why Unified® offers a Platform Guarantee that ensures the platform functions as designed, providing accurate insights and performance estimates based on reliable data sources such as historical sales data, third-party market research, and proprietary algorithms as described in the Why Unified® FTC Earnings Claims Disclosure document. The guarantee reflects our commitment to ensuring that the platform helps clients pursue the performance estimates outlined in their Marketing Plan. Guarantees associated with performance metrics are applicable only within the Initial Term, unless explicitly stated otherwise in writing. Guarantees for Renewal Terms, if offered, must be clearly defined in a supplementary written agreement. In cases where the Initial Term is extended due to added Sales Channels, the guarantee’s coverage will extend solely to the length of that Initial Term extension.

Regular Users: Pre-sign-up performance estimates may be provided based on general market trends, historical performance, and third-party research. These estimates are provisional and will be re-validated in the Marketing Plan provided to the client post-sign-up, using more detailed, client-specific data once the seller account has been connected to the Why Unified® platform. The performance estimates for each sales channel will be clearly outlined in the Marketing Plan. If a client follows all recommendations provided by the Why Unified® platform and fails to meet these validated performance estimates for a specific sales channel, the client will be entitled to a full refund of the fees paid for that particular sales channel by the end of the Client’s billing term, provided that the shortfall in performance exceeds a 15% margin of error. This margin allows for variations due to market conditions and external factors beyond the control of Why Unified®, such as changes in demand, competition, and marketplace policies. Refund eligibility is contingent upon the client’s adherence to the platform’s recommendations and maintaining an active seller account in good standing.

Enterprise Users: Pre-sign-up total revenue estimates may also be provided and will be re-validated in the Marketing Plan given post-sign-up, based on detailed then-current market data. The Marketing Plan will specify the “Total Revenue” estimate applicable to all sales channels as a whole. The guarantee is based on the Total Revenue measurement outlined in the validated Marketing Plan, rather than on an individual sales channel basis. The Marketing Plan will account for a 15% margin of error to reflect potential variations due to external market conditions, including shifts in consumer demand and other factors outside of Why Unified®’s control. If the total revenue falls short of the estimate by more than 15% by the end of the Client’s billing term, Why Unified® will issue a refund of the fees paid for the Enterprise plan, provided that the client has complied with all terms and conditions.

b. Pre-Sign-Up and Post-Sign-Up Performance Estimations: Before signing up, clients may be provided with illustrative performance estimates on our website. These estimates are based on general market trends, historical performance, and third-party research. Pre-sign-up estimates are provisional and will be re-validated at the time of sign-up, using detailed, client-specific data. These estimates are subject to change based on real-time market conditions, seller engagement, and other relevant factors. The substantiation for these performance estimates, including the underlying data and assumptions, can be found in the Why Unified® FTC Earnings Claims Disclosure document, which outlines the basis for such claims and provides transparency regarding the methodology and limitations.

c. Nature of the Estimates: The performance estimates provided by Why Unified® may include various metrics to give clients a comprehensive understanding of their potential performance. These metrics may include, but are not limited to:

Total revenue: Defined as the total amount of sales achieved per sales channel. This figure represents gross sales, excluding any fees, cost of goods sold (COGS), fulfillment costs, or other operating expenses.

Profit margin: The percentage of total revenue that results in profit after accounting for costs.

Average order value: The average amount spent per customer order. 

Units sold: The number of units sold per sales channel, including all units processed, whether fulfilled, returned, refunded, or otherwise accounted for in the sales cycle.

Sales growth rate: The percentage increase or decrease in sales over a defined period.

Sell-through rate: The percentage of inventory sold within a certain timeframe.

Repeat customer rate: The percentage of customers who make additional purchases.

Customer lifetime value: The estimated revenue a customer will generate throughout their relationship with the seller.

Account health metrics: Including account compliance, policy adherence, and other key factors affecting platform standing.

Conversion rate: The percentage of visitors who make a purchase.

Click-through rate: The percentage of customers who click on a listing or advertisement.

Fulfillment success rate: The percentage of orders fulfilled without issues.

Inventory turnover rate: The rate at which inventory is sold and replaced.

Out-of-stock rate: The percentage of time inventory is unavailable for purchase.

Average star rating: The average product rating from customer reviews.

Review count: The total number of reviews for a product or sales channel.

Best seller rank: The relative rank of a product within a specific category or marketplace.

Return rate: The percentage of products returned by customers.

While the Marketing Plan provided to clients may include one or more of the above metrics, it is important to note that not all of these metrics are guaranteed. These metrics are offered as data-driven estimates to help clients monitor and optimize their performance across various sales channels. These metrics may fluctuate due to market conditions, competition, and client engagement, and should not be interpreted as guarantees.

d. Sales Channel-Specific Functionality Guarantee: The Platform Guarantee applies to each sales channel individually and focuses on ensuring that the platform provides the tools, insights, and tracking necessary to support clients in working toward their total revenue estimates.

The guarantee ensures that the platform will function as designed, delivering real-time performance tracking, estimates, and data-driven insights. However, the actual financial results achieved depends on external variables, such as market conditions, competition, and client engagement.

At the end of the billing term, performance for each sales channel will be measured, focusing primarily on total revenue. Other metrics, such as profit margin, conversion rate, units sold, and others, will be considered as supporting indicators but will not be individually guaranteed.

e. End-of-Term Performance Measurement: The assessment is based on specific data points tracked through the Why Unified® platform. Clients are reminded that interim results may not reflect final performance, and premature claims based on interim data will not be accepted.

f. Claim Process for Platform Functionality Guarantee: Clients may file a claim under the Why Unified® Platform Guarantee within thirty (30) calendar days after the conclusion of their billing term. The claim will be evaluated based on whether the platform’s functionality, as described above for Regular and Enterprise Users, failed to deliver accurate performance tracking, insights, or estimates.

g. Conditions for Claim Denial: Why Unified® reserves the right to deny a claim under the Platform Guarantee under the following conditions: 

• The client fails to provide necessary access to their seller account: This includes if the client disconnects their seller account, fails to reconnect their seller account when prompted by either our platform or our team, or otherwise restricts access to the account needed for performance tracking and management.
• The seller account suffers penalties or violations of marketplace policies: If these penalties or violations could have been prevented based on recommendations or actions provided by Why Unified®, or if they were the result of actions that did not originate from Why Unified®.
• The client maintains a negative balance or fails to meet financial obligations: This includes failing to maintain sufficient Fulfillment Credits or other credits necessary to support platform functions or failing to meet any other financial obligations related to the Why Unified® platform. Any such negative balance will be communicated to the client prior to claim denial.
• Any other material breach of this contract: If the client commits any material breach of the contract that significantly impacts the performance, recommendations, or services provided by Why Unified®. Examples include, but are not limited to, failure to comply with platform requirements or engage with recommendations provided by the platform or team. 

Client’s eligibility for the Platform Guarantee requires adherence to actionable recommendations provided by the Why Unified® platform and compliance with the Client Obligations outlined in Section 20. Failure to follow recommendations may impact eligibility for guarantee-related refunds.

i. Liability Limitation: Why Unified®’s liability under the Platform Guarantee is limited to the refund of fees paid for the specific underperforming sales channel. Why Unified® is not liable for any indirect, incidental, or consequential damages, such as lost profits, lost revenue, or lost business opportunities.

j. Monitoring of Performance: Clients can monitor the real-time performance of their sales channels using the Why Unified® platform. These tools track metrics such as total revenue, profit margin, conversion rate, and more. While these metrics are useful for monitoring performance, clients should understand that final performance is determined at the end of the billing term, and interim performance may not reflect final results.

k. FTC Earnings Claims Disclosure: In compliance with FTC guidelines on earnings claims, all performance estimates provided by Why Unified® are supported by reliable data sources and methodologies. The estimates shared—whether pre-sign-up or post-sign-up—are based on historical data, market research, and third-party sources, as outlined in the Why Unified® FTC Earnings Claims Disclosure Document. However, clients should be aware that past performance does not guarantee future results, and financial outcomes are subject to variables beyond Why Unified®’s control, such as market conditions and competition.

Clients are required to review the FTC Earnings Claims Disclosure Document to understand the basis of the estimates and the assumptions involved. This document outlines how Why Unified® calculates and presents earnings claims, providing transparency on the factors influencing performance estimates and the risks associated with eCommerce operations.

19. Confidentiality of Intellectual Property and Proprietary Information. The Client acknowledges and agrees that during the provision of Services by Why Unified®, exposure to sensitive and proprietary intellectual property is inevitable. This intellectual property may include, but is not limited to, proprietary techniques, marketing plans, strategies, ideas, insights, and data integral to the execution of the Client’s specific plan.  The Client acknowledges that any and all information pertaining to their plan, regardless of the mode of transmission (be it email, phone, chat, or via the Why Unified® platform), is deemed confidential and subject to strict confidentiality protocols. This encompasses, but is not limited to, discussions, documents, data, and any other form of communication exchanged between the Client and Why Unified®. 

Furthermore, this confidentiality obligation extends to any updates or milestones related to the Client’s account that are communicated by Why Unified®’s support team. The Client agrees to treat all such communications with the same level of confidentiality as the initial plan details and proprietary information.

To safeguard Why Unified®’s competitive position and intellectual property, the Client commits to maintaining the confidentiality of this information. The Client agrees not to disclose, share, or disseminate any aspect of their plan or any related proprietary information, including updates and milestones, to any external third party to Why Unified® for a period of two (2) years following the termination of their billing term. This obligation includes, but is not limited to, data related to the store, sales channels, sales insights, marketing performance, and any other data relevant to their plan.

Moreover, the Client agrees not to attempt to locate, identify, communicate, or otherwise engage with other current or past Why Unified® clients during the duration of their Service Agreement and for two (2) years thereafter. This restriction is intended to prevent any potential conflicts or unauthorized sharing of sensitive information that may compromise Why Unified® ‘s business operations or the privacy of its clients.

The Client understands that any breach of this confidentiality—whether intentional or unintentional—may cause irreversible damage to Why Unified®. In response to any such breach, Why Unified® reserves the right to protect its interests to the fullest extent permitted by law, including seeking any and all legal remedies available. This may include claims for damages, injunctions, and enforcement of any contractual or statutory rights.

20. Client Obligations. As the Client, you are responsible for cooperating with Why Unified® in all matters relating to the Services, including providing access to your seller accounts for performance, monitoring, and optimization. You must respond promptly to all questionnaires, inquiries, and reasonable requests for direction, information, approvals, or authorizations necessary for Why Unified® to perform the Services outlined in this Agreement. Additionally, you are required to provide customer materials or information requested by Why Unified®, ensuring that such materials are accurate and complete.

For Regular Users, the Marketing Plan will provide specific actions that you are required to take in managing your seller account. These actions will be essential to the effective use of the Why Unified® platform. While the platform provides real-time recommendations and insights based on performance data, it remains the Regular User’s responsibility to implement these recommendations and manage all aspects of their seller account, including product mix, advertising spend, store selection, sales channel selection, and fulfillment credits. Why Unified® is not liable for any failure to act on these recommendations or for any resulting performance issues.

Failure to fulfill any of these obligations may result in service delays or interruptions, for which Why Unified® will not be held responsible. Any delay or failure in performance due to your inaction or failure to follow the Marketing Plan will not constitute a breach of Why Unified®’s obligations under this Agreement.

21. Payment. Once you have executed your Service Agreement, Service Order and/or Online Order Form, you will be responsible for payment in full of all associated fees. All fees are due in US dollars. Unless otherwise stated, you will pay all fees due under this Agreement in accordance with the terms provided in the Service Agreement. For recurring fees, the initial payment will be taken on the Effective Date, and you will be billed for subsequent renewals as outlined in your Service Agreement. For billing terms longer than one month, you will be billed as described in your Service Agreement and billed for subsequent payments unless canceled. You acknowledge that you are required to pay the full amount due for the Services through the Initial Term and Renewal Terms at no less than the recurring total listed in your Service Agreement. Why Unified® shall have the right to charge your credit card or debit from your account through ACH for fees in accordance with these Terms of Service and the Service Agreement. Client warrants the validity of any ACH information provided to Why Unified® and acknowledges that Why Unified® is entitled to debit Client’s account for any ACH fees charged to Why Unified® due to Client’s error, including, but not limited to, incorrect information, invalid account numbers and non-sufficient funds. Why Unified® uses a credit card updating service that automatically updates credit card numbers when a credit card has expired or been replaced. You acknowledge that Why Unified® has a right to charge any credit card updated in this manner in accordance with these Terms of Service and the Service Agreement. YOU UNDERSTAND AND ACKNOWLEDGE THAT ALL FEES MUST BE PAID IN ADVANCE AND THAT, IN ADDITION TO BEING IN BREACH OF YOUR CONTRACTUAL OBLIGATIONS, YOUR SERVICES MAY BE PAUSED OR TERMINATED IF TIMELY PAYMENT IS NOT RECEIVED OR IF A PAST PAYMENT HAS BEEN DISPUTED.

22. High Risk Payments and Chargebacks. Why Unified® employs multiple systems for the purpose of assessing the risk level associated with potential instances of online fraud, friendly fraud, and various other types of risk. Upon the commencement of a client’s subscription to Why Unified® Services, the information provided by the client shall be shared with our partners, as stipulated in accordance with our Privacy Policy, to determine an appropriate risk score. In situations where a high-risk store is identified by Why Unified®, the subscription may be terminated (with determination solely decided by Why Unified®), entitling the Client to a complete refund. If the risk score is not high enough to deem termination, subsequent renewals of Services may be subject to billing thirty (30) calendar days prior to the scheduled renewal date, thereby ensuring the prevention of potential fraudulent disputes and reaffirming the proper provision of Services. By way of example, should a client commence their subscription on May 1st, 2024, with the subsequent renewal set for June 1st, 2025, said renewal for June 1st, 2025, may be processed prior to the aforementioned date of May 1st, 2025 within the (30) calendar day window. Clients who have a history of one or more bounced checks may be categorized as high risk to Why Unified® and thereby subjected to the terms specified herein.

In the event that the Client initiates a chargeback or dispute with their financial institution for any payment made to Why Unified®, all refund/money back guarantee processing will be paused until the chargeback dispute is fully resolved by the financial institution. During the chargeback investigation, no refunds/money back guarantees, credits, or adjustments will be issued. Additionally, all services provided by Why Unified® to the Client will be temporarily suspended until the chargeback dispute is fully resolved. Upon resolution of the chargeback process, Why Unified reserves the right to either resume or deny refund/money back guarantee processing, and to reinstate or terminate services, based on the outcome of the investigation and the terms of this agreement.

23. Term/Termination.

a. Term. The Agreement shall begin on the Effective Date and will remain in effect until terminated as provided below. For recurring accounts, the Service Agreement sets forth the minimum commitment term (the “Initial Term”) and authorizes recurring billing for such periods. The Initial Term of this Agreement is defined in the Service Agreement and begins on the Effective Date of the client’s contract. Any guarantee offered by Why Unified® is valid only during the Initial Term, unless otherwise specified in writing. If, during a client’s Initial Term, the client adds a new Sales Channel, the Initial Term, including any applicable guarantee, will be extended to include the added period for the new Sales Channel. For clarity, this extended period will not alter the Renewal Term conditions or future commitments unless agreed upon in writing. Your Initial Term may also be extended by any added Service Order or Online Order Form. Client acknowledges that Client’s plan is designed based on the Initial Term defined in Client’s Service Agreement. After the Initial Term, the Term will be automatically renewed for successive periods (each, a “Renewal Term”) or as otherwise provided in the Service Agreement (the Initial Term and any Renewal Terms are collectively referred to herein as the “Term”).

b. Cancellation. You may cancel the services by providing no less than thirty (30) days’  notice of cancellation via the Why Unified® platform by visiting https://c.whyunified.com/cancel/. If you have not completed the Initial Term, cancellation will be effective at the completion of the Initial Term. If you have completed the Initial Term, services will continue through the end of the current Renewal Term and will then be canceled.

c. Early Cancellation. If you wish to cancel the Services prior to completing the Initial Term, you must do so via the Why Unified® platform by visiting https://c.whyunified.com/cancel/ and completing the online form. Upon cancellation, you are also required to pay the Early Cancellation Fee. The amount of the Early Cancellation Fee is defined in your Service Agreement. If the Service Agreement does not specify the Cancellation Fee, for “Regular Users,” it shall be equal to $7,100.00 for each independent sales channel. For “Enterprise Users,” the Early Cancellation Fee is $72,000, irrespective of the number of sales channels. This fee applies only if the Initial Term is longer than one month. Billing will continue until both the cancellation process is completed through the designated online form and the Early Cancellation Fee is received.

Once the Early Cancellation Fee has been paid, your Service Agreement will be terminated, and you may be eligible for a pro-rated refund for any remaining, unused service time in the billing term. This refund will be based on the number of full months left in the billing period as of the cancellation date; partial months will not be eligible for proration. Please note that the pro-rated refund cannot be processed until the Early Cancellation Fee has been paid in full, and the refund amount cannot be applied towards the Early Cancellation Fee.

Upon execution of this agreement, Why Unified® commits considerable resources to initiate the Services, based on your commitment to pay for the Services through the Initial Term or any subsequent Renewal Term. The Client acknowledges these investments and the upfront setup costs incurred by Why Unified®. The Early Cancellation Fee is not a penalty, but rather a reasonable estimate of liquidated damages to compensate Why Unified® for the financial impact of early service termination.

d. Cancellation Revocation.  You may, upon written notice (email is acceptable), revoke such cancellation after you have made a cancellation request, in which case the Service Agreement will be reinstated, and all applicable services will be reinstated upon payment in full of all amounts owed. If the cancellation fee has already been paid it shall be applied to any future amounts owed.

e. Why Unified® ‘s Right to Cancel. We may cancel this Agreement at any time for any reason, and in our sole discretion, by providing written notice of cancellation to you. Cancellation will take effect at the end of the then-current billing period. Written notice may be provided to you via email.

f. Pause of Service. Why Unified® does not offer the option to pause the Service Agreement, Stores or Sales Channels. Upon depletion of Fulfillment Credits, the associated Sales Channels will be paused automatically, and it may invalidate your Why Unified® Guarantee, with determination solely decided by Why Unified®. The pause of Sales Channels is an elective option and shall not modify the Client’s Billing Commitment. This Service Agreement shall remain in effect throughout the Initial Term, unless terminated by either party in accordance with the termination provisions of this Agreement.

g. No Refunds and Unused Credits. Consistent with Why Unified®’s commitment to provide continuous and uninterrupted service, no refunds will be provided for any amounts paid to Why Unified® under this Agreement. This no-refunds policy applies regardless of the use or non-use of Services, and irrespective of any cancellation or termination of the agreement by the Client. Upon cancellation of this agreement by the Client for any reason, any unused credits remaining in the Client’s account will be forfeited. This ensures the operational viability and resource allocation efficiency of Why Unified®’s services. The only exclusion to this policy is in the case where a Client is eligible for a refund under the specific terms of the Why Unified® Platform Guarantee. Eligibility for such a refund is contingent upon the Client’s strict adherence to all terms of the Agreement throughout their billing term. If the Client meets the conditions stipulated in the Why Unified® Guarantee, a refund may be issued at the end of their billing term in accordance with the terms of that guarantee.

h. Bounced or Returned Payments. In the event that a payment is processed via electronic check or ACH and subsequently returned as bounced, the Company reserves the right to charge a processing fee of $150.00 for each bounced transaction. It is important to note that this fee is not a penalty, but rather a fee charged by originating banks for the bounced transaction. The Client acknowledges and agrees to ensure that the associated bank account has the necessary funds available to successfully process the transaction. Furthermore, if the Client has multiple bounced checks, the Client understands the terms outlined in Section 22. will come into effect.

i. Support Services and Availability. Why Unified® provides support services exclusively via the support options available on our website at https://whyunified.com/support/, which may change from time to time based on availability. Why Unified® ‘s business hours for support services are from Monday to Friday, from 9 AM to 5 PM Eastern Time, with the exception of Federal Holidays and scheduled and/or unscheduled maintenance periods.

The Client acknowledges and agrees that support will only be provided through the aforementioned channels and that attempting to obtain support through non-support channels identified at https://whyunified.com/support/, , such as the Why Unified®  sales team or during sales webinars, is strictly prohibited. The Client further agrees not to utilize or interfere with these external resources for support purposes, as such actions may disrupt their intended operational functions.

j. Restriction of Support Services. Why Unified® may limit or terminate support services to any Client who displays threatening, aggressive, or otherwise vulgar behavior toward any of its customer service representatives, at its sole determination and discretion. The Client acknowledges that any such behavior is a breach of this Agreement and may result in the forfeiture of any support services or other benefits provided under this Agreement, without any refund or compensation. Why Unified® reserves the right to take appropriate action, including but not limited to terminating support services, terminating this Agreement, and pursuing any legal remedies available under applicable law, in response to any such behavior. The Client further acknowledges that they are responsible for maintaining a professional and courteous demeanor at all times when communicating with Why Unified’s customer service representatives, and that any violation of this requirement may result in the termination of support services.

k. Account Records on Termination. Upon termination, at your election, we will preserve an archive of your account records and data for an annual fee, with determination and cost solely decided by Why Unified®. If you do not elect to archive your account records, we are under no obligation to maintain any customer records after your account is terminated, and we may delete your account records at any time. Notwithstanding the foregoing, we will preserve account data to the extent necessary for us to comply with our own document retention obligations.

24. Intellectual Property.

a. Your License Grant to Why Unified®. During the Term, you hereby grant to Why Unified® a non-exclusive, royalty-free worldwide license to use, copy, backup, modify, display, broadcast, and transmit any of your content, including but not limited to your website, text, images, logos, copyrights, trademarks, service marks, promotional materials, photos, audio, and video content relating to your existing website, as applicable, to the extent necessary and for the sole purpose of allowing Why Unified® to perform the Services. This license will terminate upon termination of the Service Agreement.

b. Ownership of Why Unified® Stores. Why Unified® shall be the sole and exclusive owner of all copyrights and intellectual property rights in and to any Store and related materials created under this Agreement.

c. Why Unified® Store License. Why Unified® grants Client, during the Term for which Client has paid the applicable Fees, a non-exclusive, non-transferable and revocable license, subject to this Agreement and any qualifications contained herein, to access and use the Why Unified® Store signified in the Service Agreement. This license is limited, non-sublicensable, and intended solely for the purpose of accessing and using the Why Unified® Store in connection with the Marketing Plan provided by Why Unified®. This license to access the Why Unified® Store will terminate upon cancellation or non-payment of any applicable fees.

d. Why Unified® Sales Channel License. During the Term for which Client has paid the applicable Fees, Why Unified® grants Client a non-exclusive, non-transferable, and revocable license, subject to the terms of this Agreement, to access and use Why Unified® Sales Channels as set forth in the Service Agreement. The Client agrees that they will only use the Sales Channels that are expressly authorized by Why Unified® in connection with their Why Unified® Store, and that they will not use any other Sales Channels offered by Why Unified® externally, whether on their own, or through a third-party without first subscribing to such Sales Channels in connection with their Why Unified® Store. The Client acknowledges that Why Unified® has licensing agreements in connection with this Agreement, which prohibit the use of Sales Channels externally in connection with a Why Unified® Store, except where expressly authorized in writing by Why Unified®.

e. Work Product Ownership. Any copyrightable works, ideas, discoveries, inventions, patents, products, marketing data, marketing campaigns or other information (collectively, “Work Product”) developed in whole or in part by Why Unified® during the course of this Agreement shall be the exclusive property of Why Unified®.

f. Trademarks. All trademarks used in this Agreement and used in conjunction with the Services are the property of their respective owners or licensors. With the exception of the trademark rights explicitly granted in this Agreement, no other rights to any trademarks are granted herein. Use of the Why Unified® trademarks without the express written consent of Why Unified® is strictly prohibited.

25. Authorization and Limited License to the Access Why Unified® Software Platforms. Upon execution of a Marketing Service Agreement, and for so long as your Service Agreement is in effect and you are current on all applicable fees or payments, you will be granted a revocable, non-transferable, non-sublicensable, non-exclusive limited license to access the Why Unified® Software Platforms. You acknowledge and agree that you do not have, nor will you claim any right, title or interest in the Why Unified® Platforms, including, without limitation, Why Unified®, Why Unified® Stores, Why Unified® Sales Channels, the platforms, software, data, applications, methods of doing business, or any other content provided through Why Unified® whether expressly, by implication, estoppel, or otherwise. All rights, title, and interest in and to the Why Unified® Platforms and Services, are and will remain with Why Unified®. You may only access the Why Unified® Platforms via a web browser or mobile application. Your access shall be password protected and you acknowledge that you shall not share your password or otherwise permit any other person to access or use the Why Unified® Platform or Services except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, you shall not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works or improvements of Why Unified® Platform or Services; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Why Unified® Platform or Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Why Unified® systems, in whole or in part; (d) bypass or breach any security device or protection used by the Why Unified® Platforms or Services, or access or use the Why Unified® Platform or Services other than by an Authorized User through the use of his or her own then valid Access Credentials; (e) input, upload, transmit or otherwise provide to or through the Services or Why Unified®’s systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Why Unified®’s systems or Why Unified®’s provision of services to any Third Party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property, or proprietary rights notices from any Services or other Why Unified® materials, including any copy thereof; (h) access or use the Why Unified® Platforms or Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of Why Unified® or any Third Party or in a way that violates any applicable law; (i) access or use the Why Unified® Platforms or Services for purposes of competitive analysis of the Services, for the development, provision, or use of a competing software service or product, or any other purpose that is to Why Unified®’s detriment or commercial disadvantage. In addition to the other remedies Why Unified® may have, Why Unified® may terminate the foregoing license and this Agreement if it determines, in its sole discretion, that you have violated the provisions of this license.

26. Representations. By executing this Agreement, you personally represent that (a) you have the power to enter into this Agreement and be bound to its obligations hereunder on behalf of the Client; (b) all necessary corporate actions have authorized the execution of this Agreement by the Client; and (c) upon execution of the Service Agreement, this Agreement constitutes a legal, valid, and binding obligation of Client, enforceable against Client in accordance with its terms. You further represent that you have the right to enter this Agreement and use all intellectual property, including, but not limited to copyrighted materials and trademarks, supplied to Why Unified® for use in conjunction with the Services.

27. Agency. If you are purchasing the Services on behalf of another company, you personally represent and warrant that you have been authorized by such company to act as its agent in all respects related to the agreement. Without limiting the foregoing, you agree on behalf of each such company that such company has been made aware of, and agrees to be bound by these Terms of Service.

Terms of Service.

28. DISCLAIMER OF WARRANTIES. WHY UNIFIED® PROVIDES ALL SERVICES ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, AND MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICES. THE SERVICES ARE PROVIDED WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED AVAILABILITY. IF THE SERVICES ARE INTERRUPTED OR DELAYED, WHY UNIFIED®’S SOLE OBLIGATION WILL BE TO RESTORE OR PROVIDE SUCH SERVICES AS SOON AS PRACTICAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHY UNIFIED® DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, WHY UNIFIED® MAKES NO GUARANTEES WITH RESPECT TO THE PERFORMANCE OF ANY PRODUCT OR SERVICE.

29. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHY UNIFIED® SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT AND/OR TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CLIENT OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE INDEMNIFICATION SECTION AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO WHY UNIFIED® IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. WITHOUT LIMITING THE FOREGOING, WHY UNIFIED® IS NOT RESPONSIBLE FOR ANY DAMAGES DUE TO ANY CONTENT, OMISSIONS, OR ERRONEOUS DATA APPEARING IN CLIENT’S WEBSITE, BLOGS, OR ON SOCIAL MEDIA OR ANY LOSS, DAMAGE, CORRUPTION, OR BREACH OF CLIENT DATA WITHIN CLIENT’S WHY UNIFIED® ACCOUNT. WE FURTHER DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE IN CONJUNCTION WITH THESE SERVICES. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES TO YOU.

30. Representations Disclosure: The Client acknowledges and agree that any results, achievements, or representations made on whyunified.com or otherwise provided by Why Unified® are not to be construed as typical or guaranteed. Why Unified® does not imply or represent that the Client will duplicate or achieve similar results as those presented in Why Unified®’s strategies, Marketing Plan, case studies, or any other materials. The Client understands that any estimates or results presented by Why Unified® are for illustrative purposes only and are not a guarantee of the Client’s own success, which may be influenced by numerous factors, including luck, effort, business model, work ethic, and years of hard work. The information provided on or through whyunified.com or any other materials is general in nature and not specific to the Client or any other user. The Client agrees to exercise independent due diligence and consultation with appropriate professional advisors before making any decision, financial or otherwise, based on the information presented by the Provider. The Client assumes full responsibility for using any and all information available on or through Why Unified®’s website or materials at their own risk. The Client is further advised to independently verify the information, products, and services provided by Why Unified®, by consulting with qualified professionals as needed. The Client should carefully consider and evaluate the information, products, and services of Why Unified® before relying on them or making any decisions based on such information. The Client agrees that Why Unified®  shall not be held responsible or liable for the success or failure of the Client’s decisions relating to any information, products, or services presented by Why Unified® or offered through its website.

31. Graphical Chart Disclosure:

a. Informational Purpose: Why Unified® may share predictions, estimates, or averages through graphical charts on its website, platform, marketing plan, or other materials. These charts are for informational purposes only and do not guarantee actual performance.

b. Pre-Sign-Up Estimates: Pre-sign-up performance estimates may be provided based on general market trends, historical performance, and third-party research. These estimates are provisional and subject to re-validation within the Marketing Plan provided to the Client after sign-up. Such estimates should not be relied upon as definitive, and actual performance may vary.

c. Data Sources: Charts and estimates are based on data from case studies, internal analyses, or specific scenarios, including controlled environments where the Why Unified® Marketing Plan was fully implemented, possibly with additional optimizations.

d. Earnings Claims Disclosure: All estimates and projections, including pre-sign-up estimates, are subject to the assumptions and limitations outlined in the Why Unified® FTC Earnings Claims Disclosure, which the Client agrees to review before relying on such information.

e. No Liability: Why Unified® is not liable for any losses or damages resulting from reliance on charts, projections, or pre-sign-up estimates, including any differences between projected and actual outcomes.

f. Modification Rights: Why Unified® reserves the right to modify or remove any charts, estimates, or related information at its discretion, without notice, unless required by law.

g. Client Responsibility: Clients are encouraged to conduct their own analysis and consult advisors before making decisions based on Why Unified®’s charts, estimates, or projections, acknowledging that business success depends on various external factors.

32. Limitation on Automated Decision-Making

a. Use of Artificial Intelligence: The Why Unified® Platform incorporates artificial intelligence (AI) and proprietary algorithms to enhance and optimize the management of client accounts, including but not limited to recommendations for product listings, pricing adjustments, sales channel selection, inventory management, and marketing strategy implementation. These AI-driven processes are designed to improve efficiency, streamline operations, and maximize the performance of the Client’s eCommerce activities.

b. Scope of Automated Decisions: The Client acknowledges that certain aspects of the services provided by Why Unified®, including but not limited to Seller Rank adjustments, product recommendations, sales projections, and automated fulfillment actions, are generated or influenced by AI-based systems. These automated decisions are based on a combination of real-time data analysis, historical performance data, third-party market data, and proprietary methodologies.

c. Use of AI in Earnings Projections and FTC Compliance: As part of Why Unified®’s commitment to transparency and compliance with the Federal Trade Commission (FTC) guidelines, the Platform uses AI to generate earnings projections and performance estimates. These projections are provided to the Client as part of the service and are based on data-driven insights that include historical trends, market conditions, and account-specific variables. The Why Unified® FTC Earnings Claims Disclosure (the “Disclosure”) outlines the assumptions, data sources, and limitations associated with such earnings projections. By accepting these Terms, the Client acknowledges that the projections generated by the AI are for informational purposes only and are not guaranteed results.

d. Client Control and Oversight: While the Why Unified® Platform offers automated decision-making capabilities, the Client retains ultimate control over the implementation of recommendations provided by the Platform. The Client may override or adjust any recommendations through the Why Unified® dashboard, except where such recommendations are integral to maintaining compliance with third-party marketplace standards or necessary for achieving estimated projections as outlined in the Disclosure.

e. No Guarantee of Results: The Client understands and agrees that the automated recommendations and adjustments made by the Why Unified® Platform, including earnings projections, do not constitute a guarantee of any specific results, including but not limited to increased sales, profit margins, account performance, or compliance with marketplace standards. The Disclosure provides further details on the methodology and assumptions used in generating these estimates. Performance outcomes may vary based on external factors beyond the control of Why Unified®, such as changes in market conditions, client behavior, third-party marketplace policies, or disruptions in the eCommerce industry. Pre-sign-up projections, as outlined in the FTC Earnings Claims Disclosure, are for informational purposes only and represent data-driven, non-binding estimates based on general market data; actual results will vary and should not be viewed as guarantees.

f. Liability for Automated Actions: Why Unified® shall not be held liable for any losses, damages, account suspensions, or deactivations resulting directly or indirectly from automated decisions or actions taken by the Platform, including any reliance on earnings projections or estimates. The Client agrees that the use of AI-based services is at their own risk, and Why Unified® makes no representations or warranties regarding the accuracy, completeness, or suitability of such AI-driven insights for any particular purpose.

g. Compliance and Fairness: The AI-driven processes employed by the Why Unified® Platform are designed with fairness and compliance in mind. Why Unified® commits to ongoing reviews and updates of its AI algorithms to ensure compliance with applicable regulations, including those outlined in the Why Unified® FTC Earnings Claims Disclosure and industry best practices. The Client acknowledges that despite such efforts, no AI system is infallible, and errors or biases may occur. Why Unified® will take reasonable measures to address any identified issues in its AI processes.

h. Client Data and AI Usage: The Client consents to the use of their data in aggregated and anonymized form to improve the functionality and accuracy of Why Unified®’s AI algorithms. This data may include sales trends, product performance metrics, and account activity, and will be used solely for the purpose of enhancing the services offered by Why Unified® and providing predictive insights, including those related to earnings projections. Client-specific data will not be shared with third parties without the Client’s explicit consent, except as required by law.

i. Opt-Out of Certain AI Features: The Client may opt out of specific automated features, where such an option is available, by providing written notice to Why Unified®. Why Unified® will endeavor to accommodate such requests, but certain core functionalities integral to the operation of the Platform, including those related to earnings projections covered by the FTC Disclosure, may not be subject to opt-out. Any opt-out may impact the effectiveness of the services provided and may void certain aspects of the Why Unified® Guarantee if performance metrics are adversely affected.

33. Service Level Agreement (SLA)

a. Service Availability: Why Unified® will endeavor to provide a 95.00% uptime for the Platform each calendar month, excluding scheduled maintenance and circumstances beyond Why Unified®’s control, including but not limited to force majeure events.

b. Planned Maintenance: Why Unified® will provide at least forty-eight (48) hours’ notice for any planned maintenance that may result in temporary service downtime. Planned maintenance will be conducted during off-peak hours whenever feasible to minimize disruption.

c. Support Response Times: Why Unified® will aim to respond to support requests within the following timeframes:

• Critical Issues (e.g., platform outages): Response within twelve (12) business hours.
• High Issues (e.g., significant feature malfunctions): Response within twenty-four (24) business hours.
• Standard Issues (e.g., general inquiries): Response within one to two (1-2) business days.

d. Limitation of Remedies: The SLA outlined in this section is an objective of Why Unified® but is not a guarantee. Failure to meet the SLA does not entitle the Client to any refunds or credits unless expressly provided in the Why Unified® Guarantee.

34. Data Ownership and Portability

a. Ownership of Data: The Client retains all ownership rights to any data that they input, upload, or otherwise provide to the Why Unified® Platform during the Term. Why Unified® claims no ownership rights over such Client data.

b. Data Access Upon Termination: Upon the termination or expiration of the Client’s billing term, Why Unified® will, upon written request received within fifteen (15) days after such termination, provide the Client with access to their data in a commonly used, machine-readable format.

c. Data Deletion: Except as otherwise required by applicable law, Why Unified® will delete all Client data from its systems within sixty (60) days following the termination of the Agreement, unless the Client requests an archive of such data within the prescribed period.

35. Acceptable Use Policy (AUP)

a. Prohibited Uses: The Client agrees not to use the Why Unified® Platform for any activities that:

• Violate any applicable local, state, national, or international laws or regulations;
• Infringe upon the intellectual property rights of others;
• Transmit or distribute any viruses, malware, or other malicious software;
• Engage in any activity that could disrupt or impair the functionality of the Why Unified® Platform or any connected network.
  

b. Consequences of Violation: Any violation of this Acceptable Use Policy may result in the immediate suspension or termination of access to the Why Unified® Platform without prior notice. Why Unified® reserves the right to seek all available remedies at law or in equity for any breaches of this AUP.

36. Security and Data Protection

a. Data Security Measures: Why Unified® implements industry-standard security measures to safeguard Client data, including encryption protocols, secure access controls, and regular security audits.

b. Client Responsibilities: The Client is responsible for maintaining the confidentiality of their access credentials to the Why Unified® Platform. The Client agrees to promptly notify Why Unified® of any unauthorized use or suspected breach of their account.

c. Data Breach Notification: In the event of a data breach that compromises the security, confidentiality, or integrity of Client data, Why Unified® will notify the affected Client(s) as soon as reasonably practicable and will take necessary actions to mitigate the breach.

37. Beta Features

a. Use of Beta Features: Why Unified® may, from time to time, offer access to new or experimental features (“Beta Features”) that are not yet generally available. These Beta Features are provided on an “as-is” basis, without any warranties or commitments regarding performance or functionality.

b. Feedback and Improvement: Any feedback provided by the Client in connection with Beta Features may be used by Why Unified® for development and improvement purposes without any obligation to the Client.

38. Modification of Services

a. Right to Modify Services: Why Unified® reserves the right to modify, update, or discontinue any aspect of the Why Unified® Platform or its features, provided that such modifications do not materially diminish the overall functionality of the Services provided to the Client.

b. Notice of Changes: Why Unified® will provide at least thirty (30) days’ notice to the Client of any material changes that may impact the Client’s use of the Platform, except in cases of emergency updates required for security or operational integrity.

39. Service Suspension

a. Conditions for Suspension: Why Unified® reserves the right to temporarily suspend the Client’s access to the Why Unified® Platform in cases of non-payment, suspected security breaches, or violations of the Acceptable Use Policy.

b. Notification of Suspension: Except in cases where immediate suspension is necessary to protect the integrity of the Platform, Why Unified® will provide the Client with twenty-four (24) hours’ notice of any intended suspension. Service will be reinstated promptly once the underlying issue has been resolved.

40. Third-Party Integrations and API Usage

a. Use of Third-Party Integrations: The Why Unified® Platform may integrate with third-party services. Why Unified® does not assume responsibility for any interruptions or issues arising from the use of such third-party services. The Client agrees to comply with the terms of service of each third-party service utilized through the Why Unified® Platform.

b. API Usage: Clients accessing the Why Unified® API agree to adhere to any usage limits, rate limits, and other restrictions provided by Why Unified®. Why Unified® reserves the right to suspend or limit API access if the Client exceeds permitted usage or violates this Agreement.

41. Disaster Recovery and Business Continuity

a. Business Continuity Measures: Why Unified® implements backup and redundancy protocols to ensure the continuity of service in the event of a disaster or major service disruption. Data backups are performed regularly to secure offsite locations.

b. Client Acknowledgement of Potential Downtime: The Client acknowledges that while Why Unified® makes every effort to ensure continuous service, certain events beyond its control (e.g., natural disasters, cyber-attacks) may result in temporary service disruptions.

42. Compliance with Laws

a. General Compliance: The Client and Why Unified® agree to comply with all applicable local, state, federal, and international laws and regulations in the performance of their obligations under this Agreement, including but not limited to data protection, export controls, and e-commerce regulations.

43. Audit Rights

a. Right to Audit: Why Unified® reserves the right to audit the Client’s use of the Why Unified® Platform to ensure compliance with this Agreement, including adherence to usage limits and the Acceptable Use Policy.

44. Third Party Financing: Why Unified® may offer alternative payment methods, including financing options, which are facilitated through third-party financing entities. The Client acknowledges and agrees that Why Unified® charges a standard seven (7) percent financing fee towards the total principal amount for using any financing payment method, which is not a penalty but rather reasonable compensation for the financing fee Why Unified® pays to facilitate the financing transaction. The terms and conditions of any financing arrangement shall be between the Client and the applicable third-party financing entity, and Why Unified® is not responsible for any financing arrangements between the Client and such third-party financing entities. The Client further acknowledges and agrees that any financing arrangement is separate from this Agreement and does not modify or affect the Client’s obligations under this Agreement, including any payment obligations. The Client agrees to hold Why Unified® harmless from any and all claims, liabilities, or damages arising out of any financing arrangement between the Client and a third-party financing entity. Why Unified® reserves the right to modify, add, or remove financing options at any time in its sole discretion, upon notice to the Client.

45. Product Non-Affiliation: Any and all product names, logos, and brands exhibited on Why Unified® Stores under the categorization of “Product License” remain the sole and exclusive property of their respective legal owners. This ownership encompasses various aspects, including but not limited to, the distinct product names, distinctive logos, and established brand identifiers associated with said products. It is important to note that any reference to or mention of company, product, or service names within the scope of Why Unified® Stores is explicitly and solely intended for the purposes of accurate identification and representation of the products. Furthermore, it is expressly stated that the utilization or display of these names, logos, and brand identifiers in connection with Why Unified® Stores does not, under any circumstances, imply or suggest any form of endorsement, approval, sponsorship, or affiliation between Why Unified® Stores and the respective rights holders of the products and services. The use of these names, logos, and brand identifiers is strictly limited to identification and representation purposes within the Why Unified® Stores platform.

46. Dispute Resolution.

a. Agreement to Arbitrate. If the Parties are unable to resolve a dispute in Good Faith, the Parties hereby agree to resolve any and all disputes, controversies, or claims arising out of, relating to, or in connection with this Agreement and/or the Services, including the breach, termination, or validity thereof, through confidential binding arbitration in Newark, Delaware by a single arbitrator. Such arbitration shall be administered by the American Arbitration Association (AAA) and conducted pursuant to the Expedited Procedures of the Commercial Arbitration Rules (CARs) of the AAA. The Parties further agree that they may only bring or participate in claims against the other in their respective individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding. The Parties further agree that the arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

b. Exceptions to Agreement to Arbitrate. Why Unified® may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or for intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the Good Faith dispute-resolution process described above. In the event that the Parties’ agreement to arbitrate is found not to apply for any reason, all actions relating to or in connection with this Agreement shall be brought in the state and federal courts located in Newark, Delaware, respectively. The Parties consent to venue and personal jurisdiction in these courts.

c. Costs and Attorney’s Fees: You agree to pay all costs of collection (including attorneys’ fees, costs, and other legal and collection expenses) incurred by Why Unified® in connection with its enforcement of its right to payment under the Agreement. Any amounts not paid by you when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Except as otherwise provided in this Section, the Parties will be responsible for their own costs and legal fees.

In the event that Why Unified® initiates any legal action, arbitration, or other formal dispute resolution process against you arising out of or relating to this Agreement, and Why Unified® is successful in any such claim, you agree to pay for all associated costs incurred by Why Unified®. This includes, but is not limited to, attorneys’ fees, court or arbitration costs, expert witness fees, administrative fees, and any other expenses directly or indirectly related to the enforcement of this Agreement. 

Except as otherwise provided in these Sections, each Party will be responsible for its own costs and legal fees incurred in connection with the performance or enforcement of this Agreement. 

d. Voluntary and Knowing Waiver. BY ENTERING INTO THIS ARBITRATION AGREEMENT, CLIENT ACKNOWLEDGES AND AGREES THAT IT IS WAIVING THE RIGHT TO A TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT IT MAY ONLY BRING A CLAIM IN ITS INDIVIDUAL CAPACITY, AND THAT IT WAIVES ANY RIGHT TO BRING AN ACTION AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. OTHER RIGHTS THAT CLIENT WOULD HAVE IF IT WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.

47. Indemnification. You agree to indemnify, defend, and hold Why Unified® harmless from any and all liability, claims, damages, and settlements due to any third party claims or causes of action, (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to Client’s (a) illegal or unauthorized use of the Services, or (b) noncompliance or breach of any of these Terms of Service by you or any third party (authorized, permitted or enabled by Client). This indemnification includes, but is not limited to, any actions, including actions alleging or related to: infringement of any intellectual property (including trademark, patent and copyright actions), defamation, false or misleading advertising, end user personal or financial data, applicable privacy laws, PCI compliance, Client’s order processing, billing, fulfillment, shipment, collection, or actions related or associated with any products or services offered, sold, or licensed through Client’s website. If Client is a Covered Entity under The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Client waives any claims it may have against Why Unified® arising out of or in connection with HIPAA requirements and agrees to indemnify and hold harmless Why Unified® against any and all Claims that are related to or arise from failure to comply with HIPAA requirements.

48. Non-Solicitation. You agree not to directly or indirectly solicit, hire, recruit, or attempt to solicit, hire, or recruit, any employee of Why Unified® or its subsidiaries, or induce the termination of employment of any Why Unified® employee during the Term and for a period of three (3) years following the termination of this Agreement.

49. Miscellaneous.

a. Choice of Law: This agreement and its interpretation, and all controversies arising hereunder, shall be governed by the applicable statutory and common law of the state of Delaware without giving effect to conflict of laws principles.

b. Entire Agreement. These Terms of Service together with the applicable Service Agreement constitute the entire agreement between the Parties. All prior agreements, discussions, representations, warranties and covenants are merged herein. Why Unified® limits acceptance of these agreements, and objects to any additional or different terms in the Client’s acceptance.

c. Amendment/No Waiver. We may update and change any part or all of these Terms of Service. If we update or change the Terms of Service, the updated Terms of Service will be posted at http://whyunified.com/terms and we will notify you  via email and/or via notification in the Why Unified® Platforms. If you do not agree with a modification to the Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Terms of Service prior to modification for the remainder of your Initial Term or your current Renewal Term. Upon renewal, the Terms of Service published on our website will apply. Any material amendment to your Service Agreement must be contained in writing and executed by the Parties. The failure by either Party to require performance of any provision shall not constitute a waiver nor affect that Party’s right to require performance at any time thereafter.

d. Electronic Signatures. Each party agrees that electronic signatures have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, click box or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.

e. Severability. If any provision of this Agreement or the application thereof is held invalid, illegal, or unenforceable by any court of competent jurisdiction, (a) such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants, and restrictions of this Agreement will remain in full force and effect.

f. Assignment. The Client may not assign any part of the Agreement without the prior written consent of Why Unified®.

g. No Third-Party Beneficiaries. The parties do not confer any rights or remedies upon any person other than the parties to this Agreement and their respective successors and permitted assigns.

h. Third-Party Sites and Products. Third party sites and products are not under our control and are provided to you only as a convenience. The availability of any third-party website or product does not mean we endorse, support or warranty the Third Party site or product. We do not warranty the performance of any third-party product or service. If you are using a WooCommerce website, certain WooCommerce plugins may be required for certain website functionality. You will be required to create your own WooCommerce account to access these plugins for your website, and you may be required to pay WooCommerce an additional fee for certain plugins.

j. EU/EEA Data Processing. To the extent that we process customer data that is subject to the European Union General Data Protection Regulation (“GDPR”) on your behalf, such processing will be undertaken pursuant to the terms of the Why Unified® Data Processing Agreement (the “DPA”) located at https://whyunified.com/legal/data-processing-agreement/. Please contact your Why Unified® representative to receive a signed version of the DPA. The DPA is hereby incorporated by reference for all accounts whereby we process data subject to the GDPR. You acknowledge that in all cases Why Unified® acts as the data processor of this data and you are the data controller of the data. You are required under the GDPR to obtain and maintain documentation of the applicable legitimate purpose and consent to process any GDPR data shared with Why Unified® under this Agreement.

k. Amazon Third-Party Disclaimer. The Why Unified® Sales Channels utilize services connected to Amazon Seller Central, either through the Why Unified® platform or accessed directly by the Client. By engaging with the Sales Channels associated with Amazon, the Client hereby acknowledges and consents to be bound by the Terms of Service and related agreements governing Amazon Seller Central. The Client understands and agrees that Why Unified® cannot be held responsible for any account status, such as whether the account is active, suspended, or terminated, whether as a direct or indirect result of Why Unified®’s Services or any other factors beyond its control. Why Unified® shall not be liable for any damages, losses, or liabilities arising from the Client’s use of Amazon Seller Central or any consequences related to the account status.

l. Walmart Third-Party Disclaimer. The Why Unified® Sales Channels utilize services connected to Walmart, either through the Why Unified® platform or accessed directly by the Client. By engaging with the Sales Channels associated with Walmart, the Client hereby acknowledges and consents to be bound by the Terms of Service and related agreements governing Walmart Seller Central. The Client understands and agrees that Why Unified® cannot be held responsible for any account status, such as whether the account is active, suspended, or terminated, whether as a direct or indirect result of Why Unified®’s Services or any other factors beyond its control. Why Unified® shall not be liable for any damages, losses, or liabilities arising from the Client’s use of Walmart Seller Central or any consequences related to the account status.

m. eBay Third-Party Disclaimer. TThe Why Unified® Sales Channels utilize services connected to eBay Sellers, either through the Why Unified® platform or accessed directly by the Client. By engaging with the Sales Channels associated with eBay, the Client hereby acknowledges and consents to be bound by the Terms of Service and related agreements governing eBay Sellers. The Client understands and agrees that Why Unified® cannot be held responsible for any account status, such as whether the account is active, suspended, or terminated, whether as a direct or indirect result of Why Unified®’s Services or any other factors beyond its control. Why Unified® shall not be liable for any damages, losses, or liabilities arising from the Client’s use of eBay Sellers Account or any consequences related to the account status.

n. Intellectual Property and Affiliation. The names, logos, and brands appearing on the Why Unified® Platform are the property of their respective owners. References to these trademarks are made solely for the purpose of identification and do not constitute an endorsement by or affiliation with Why Unified®. 

Why Unified® expressly disclaims any affiliation, association, endorsement, or partnership with any brands or trademarks mentioned on the platform, including but not limited to Amazon®, Walmart®, eBay®, Facebook®, Instagram®, TikTok®, Amazon Prime®, and Google®. The use of these trademarks on the Why Unified® Platform does not imply any endorsement of Why Unified® by these trademark owners, nor does it imply that Why Unified® endorses these entities. 

Clients and users of the Why Unified® Platform are advised that Why Unified® operates independently from the aforementioned entities and any other trademarks mentioned, and that any business interactions or communications with these entities are subject to the terms and policies of the respective trademark owners.

o. Relationship of the Parties and Tax Reporting. The Parties to the agreement are independent contractors, and no agency, partnership, joint venture, or employee/employer relationship is intended or created. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply in any manner any obligation on the part of a Party to notify, offer, or provide any opportunity to the other Party to acquire, participate, invest in, or pursue any business opportunity or venture of any kind. Why Unified® shall provide the Client with a completed Form W-9, and the Client shall furnish Why Unified with Form 1099 no later than forty-five (45) days prior to the filing deadline with the Internal Revenue Service. 

p. Referrals. Why Unified® may provide incentives to third parties to introduce potential Clients to Why Unified®. From time to time, Why Unified® may receive referral fees, incentives, revenue shares or rebates (the “Incentives”) from third party advertisement providers, payment processors, and/or other third parties based on hitting revenue or advertising spend thresholds or referring potential customers to the third party provider. You acknowledge that you are not entitled to any Incentive or share of any Incentive received by Why Unified®.

q. Survival. The sections labeled Intellectual Property, Confidentiality, Disclaimer of Warranties, Limitations of Liability, Dispute Resolution, and Indemnification are intended to survive the termination, cancellation or expiration of this agreement. Notwithstanding the foregoing, Client remains liable for any amounts due to Why Unified® as of the effective date of termination.

r. Subcontracting. Why Unified® may, without your consent, subcontract to any party the performance of all or any of Why Unified®’s obligations under this Agreement provided that Why Unified® remains primarily liable for the performance of those obligations.

s. Taxes. Sales tax may be added to certain products or services in certain states and countries. Sales and VAT taxes are automatically calculated based on Client’s billing address and the product or services on Client’s invoice. Client is responsible for any sales taxes not collected by Why Unified®.

t. Call Recording. You acknowledge that Why Unified® may record Client phone calls for quality control purposes. Clients are not authorized to record calls without prior written consent from Why Unified®.

u. CCPA Contract Clauses. If we are processing data for you that is protected by the California Consumer Privacy Act (CCPA) such data will be processed in accordance with our CCPA Contract Clauses located at https://whyunified.com/legal/ccpa-ca/. If you are covered by the CCPA, it is your obligation to inform us of those obligations so that we can provide you with the CCPA Contract Clauses to sign.

v. Trade Name. Why Unified® is a federally registered trademark and registered trade name of Why Unified® Corp, a Delaware corporation.

w. Communication Preferences.  You consent to receiving electronic and telephone communications from us relating to your account or the Services during and after the Term. These communications may involve telephone calls to any number you provide, SMS text messages to a phone number you provide, sending emails to any email address you provide, and posting communications to you in the Why Unified® Platforms, or in the “My Account” page. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. You also consent to receiving certain other communications from us, such as newsletters about new features and content, special offers, promotional announcements and customer surveys via email or other methods. Please review our Privacy Policy for further detail on our marketing communications.

x. Headings. Section headings are provided for reference purposes only and in no way define, limit, construe, or describe the scope or extent of any section. 

y. Force Majeure. Why Unified® shall have no liability for any failure or delay resulting from any government action, natural disaster, power failure, or any other condition affecting production or delivery in any manner beyond the reasonable control of such party. z. Notices. All notices required by one party hereunder shall be provided in writing to the other Party at the mailing address or email address provided to the other Party from time to time in writing.