Terms of Service

1. Services

1.1 Description of Services

The Platform enables (a) suppliers to list and sell products to retailers on a dropshipping basis, whereby the supplier fulfills orders directly to the end customer, and (b) retailers to offer such products to their own customers without assuming inventory risk, together with certain artificial‑intelligence‑powered analytics and workflow features (collectively, the "Services"). All data, analytics, text, images, software, documentation, and other material we make available through the Services are the "Content".

1.2 Modifications

Alcheme may, at its sole discretion, enhance, modify, suspend, or discontinue any aspect of the Services, Site, or Content at any time, provided that such modifications do not materially degrade the core functionality of the Services set forth in an applicable order form during the then‑current subscription term.

2. User Accounts

2.1 Registration

Access to the Services requires the issuance of a unique user identification and password ("Credentials"). Each set of Credentials is personal to one natural person (an "Authorized User") and may not be shared or transferred.

2.2 User Obligations

User shall: (a) maintain the confidentiality and security of its Credentials; (b) be responsible for all activities that occur under its accounts; and (c) immediately notify Alcheme at support@alcheme.ai of any actual or suspected unauthorized use of, or access to, the Services.

3. License & Permitted Use

3.1 Grant of License

Subject to User's ongoing compliance with this Agreement and any applicable order form, Alcheme hereby grants to User a limited, revocable, non‑exclusive, non‑transferable, non‑sublicensable license during the subscription term to access and use the Services solely for User's internal business purposes in connection with sourcing, listing, or selling inventory through the Platform.

3.2 Work Product

User may incorporate insubstantial excerpts of the Content into presentations and reports it creates in the ordinary course of its internal business ("Work Product") provided that each excerpt bears the following attribution: "Source: Alcheme."Except for such limited right, Alcheme retains all right, title, and interest in and to the Content incorporated into any Work Product.

4. Prohibited Use

User shall not, and shall ensure that its Authorized Users do not, directly or indirectly:

4.1 Competitive Activity

Access or use the Services, Site, or Content to develop, market, sell, or support any product or service that is competitive with, or a substitute for, the Platform or any portion thereof, or to disclose benchmark or performance results without Alcheme's prior written consent.

4.2 Redistribution & Resale

Except as expressly permitted in Section 3, copy, reproduce, publish, transmit, distribute, sell, license, sublicense, rent, lease, or otherwise make available the Services, Site, Content, or any derivative works thereof to any third party.

4.3 Unauthorized Access & Security Violations

(a) Attempt to gain unauthorized access to the Services, Site, Content, associated systems or networks; (b) circumvent, disable, or interfere with security‑related features or usage‑limitation mechanisms; or (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or non‑public APIs, except to the limited extent expressly permitted by applicable law notwithstanding this contractual prohibition.

4.4 Scraping & Automated Collection

Use any robot, spider, crawler, scraper, script, data‑mining tool, or other automated device, program, or methodology to access, query, or monitor any portion of the Services, Site, or Content without Alcheme's express prior written consent.

4.5 Improper Data Use

Harvest or collect information about other users, suppliers, or retailers; upload or introduce any virus, worm, Trojan horse, time bomb, or other malicious or harmful code; or use the Platform to send unsolicited communications or spam.

4.6 Unlawful & High‑Risk Activities

Use the Services (a) in violation of any applicable law, regulation, or third‑party right; (b) to facilitate or conduct any illegal, fraudulent, defamatory, or otherwise harmful activity; or (c) in connection with any high‑risk system (such as the operation of nuclear facilities, air‑traffic control, or life‑support systems) where failure could lead to death or personal injury.

4.7 AI/ML Training

Use the Content or any output of the Services to train, fine‑tune, or otherwise improve any machine‑learning or artificial‑intelligence model, whether proprietary or third‑party, without Alcheme's prior written consent.

4.8 Transfer of Credentials

Share, transfer, or otherwise permit any person other than the specific Authorized User to use a set of Credentials; provided that User may request additional Authorized Users pursuant to Section 11.2.

Alcheme reserves the right, without liability, to suspend or terminate access to the Services for any violation of this Section 4.

5. Fees & Payment Terms

5.1 Currency

All fees and charges ("Fees") are stated and payable in United States Dollars (USD).

5.2 Subscription Packages

Recurring subscription packages (Core, Expo, GenAI, and any additional seats or SKU allowances) are invoiced annually in advance at twelve (12) times the then‑applicable monthly rate specified in the relevant order form.

5.3 Add‑Ons

Add‑ons priced on an annual basis (including, by way of example, Insights and SLA upgrades) are invoiced in full on the initial invoice for the applicable subscription term. Any bespoke implementation or integration services requested by User that are not expressly included in an order form will be scoped and invoiced separately at Alcheme's then‑current professional‑services rates.

5.4 Usage‑Based Charges & Success Fees

(a) Usage‑based overages (including action credits, API calls, content credits, and additional SKUs) are measured monthly and invoicedmonthly in arrears. (b) Success fees calculated on the gross merchandise value ("GMV") processed through the Platform are invoiced on a monthly basis in arrears. (c) Unused action credits, API calls, and content credits reset at 00:00 U.S. Eastern Time on the first calendar day of each month.

5.5 Future Features

Alcheme may introduce new actions or features after the Effective Date; any associated pricing shall be communicated to User in writing prior to availability and shall become effective upon the earlier of (i) User's first use of such new feature or (ii) execution of an amended order form.

5.6 Invoices, Late Payment & Suspension

All invoices are due and payable within thirty (30) days of the invoice date. Any undisputed amount not paid when due shall accrue interest at 1.5 percent per month or the maximum rate permitted by law, whichever is lower, calculated from the date due until the date paid. Company may, upon written notice, suspend access to the Services for non‑payment. Unless prohibited by applicable law, the total contract value shall automatically increase by five percent (5 %) on each anniversary of the Effective Date to adjust for inflation.

5.7 Taxes

Fees are exclusive of all sales, use, value‑added, withholding, and similar taxes and governmental charges. User shall be responsible for all such taxes (excluding taxes based on Alcheme's net income). Alcheme will itemize applicable taxes on each invoice as required by law.

6. Reservation of Rights

6.1 Ownership

Alcheme and its licensors own and retain all right, title, and interest, including all intellectual‑property rights, in and to the Services, Site, and Content. No rights are granted to User except as expressly set forth in this Agreement.

6.2 User Data

"User Data" means any catalogs, pricing, inventory information, personally identifiable information, or other data uploaded to the Services by or on behalf of User that is not part of the Content. User hereby grants to Alcheme a non‑exclusive, worldwide, royalty‑free license to host, copy, process, transmit, and otherwise use User Data (a) to provide, maintain, and improve the Services; (b) to investigate and enforce compliance with this Agreement; and (c) to generate and use aggregated and de‑identified data, provided that no such aggregated data will identify User or any natural person.

7. Confidentiality

7.1 Definition

"Confidential Information" means any non‑public business, technical, or financial information disclosed by one Party ("Discloser") to the other Party ("Recipient") that is marked or otherwise identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

7.2 Protection & Use

Recipient shall: (a) protect Discloser's Confidential Information using the same degree of care that it uses to protect its own confidential information of like kind (but not less than reasonable care); and (b) use Discloser's Confidential Information solely to perform its obligations or exercise its rights under this Agreement. Recipient may disclose Confidential Information to its employees, affiliates, and professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

8. Term & Termination

8.1 Term

This Agreement commences on the Effective Date and continues for the subscription term specified in the applicable order form, unless earlier terminated in accordance with this Section 8. Thereafter, the Agreement shall renew automatically for successive one‑year renewal terms (each, a "Renewal Term") unless either Party provides written notice of non‑renewal at least thirty (30) days before the end of the then‑current term.

8.2 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof, or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or has a petition filed by or against it under any bankruptcy or insolvency law that is not dismissed within thirty (30) days.

8.3 Effect of Termination

Upon termination or expiration of this Agreement for any reason: (a) all licenses and rights granted hereunder shall immediately terminate; (b) User shall cease all access to and use of the Services; and (c) each Party shall, within thirty (30) days, delete or return the other Party's Confidential Information in its possession, except that User may retain archival copies of Work Product and records as required by applicable law or regulation.

8.4 Survival

The following Sections shall survive any termination or expiration of this Agreement: 4, 5 (with respect to accrued but unpaid Fees), 6, 7, 8.3, 9, 10, and 11.

9. Disclaimers & Limitation of Liability

9.1 Disclaimer

THE SERVICES, SITE, AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ALCHEME SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ALCHEME DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, OR SECURE, OR THAT THE CONTENT WILL BE ACCURATE OR COMPLETE.

9.2 Limitation of Liability

IN NO EVENT SHALL ALCHEME'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY USER TO ALCHEME UNDER THE ORDER FORM GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

9.3 Exclusion of Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

9.4 Essential Purpose

THE LIMITATIONS IN THIS SECTION 9 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN AND WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10. General Provisions

10.1 Age Requirement

The Platform is intended for individuals who are at least eighteen (18) years of age. By using the Services, User represents and warrants that it meets this age requirement.

10.2 Governing Law & Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to its conflict‑of‑laws principles. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware, for any action arising under or related to this Agreement.

10.3 Class‑Action Waiver

Except to the extent prohibited by applicable law, all disputes shall be resolved on an individual basis and not in a class, collective, or representative action. User hereby waives its right to participate in a class action, mass action, or other representative proceeding.

10.4 Assignment

Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the prior written consent of the other Party, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement.

10.5 Force Majeure

Neither Party shall be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, governmental actions, or Internet outages.

10.6 Notices

All notices required under this Agreement shall be in writing and shall be deemed given (a) when delivered by hand; (b) one (1) business day after being sent by a nationally recognized overnight courier; or (c) when sent by email and confirmed by a non‑automated reply. Notices to Alcheme shall be sent to the address set forth above with a copy to legal@alcheme.ai. Notices to User shall be sent to the physical and email addresses specified in the applicable order form.

10.7 Severability & Waiver

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. No waiver by either Party of any breach or default shall be deemed a waiver of any subsequent breach or default.

10.8 Entire Agreement & Amendments

This Agreement, together with any mutually executed order forms and exhibits, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements. Alcheme may update these terms from time to time by providing at least thirty (30) days' notice via email or posting the revised terms on the Site; continued use after the effective date of such update constitutes acceptance.

11. Special Conditions

11.1 Adding Authorized Users

User may request additional Authorized Users during the then‑current term by having User's designated representative ([insert name]) email legal@alcheme.ai specifying each new user's legal name and business email address. Alcheme will invoice the applicable per‑user fees, prorated for the remainder of the current term. Upon Alcheme's written approval and User's payment of the invoice, each such individual shall become an Authorized User and shall be bound by this Agreement and the Terms of Use posted on the Site.

11.2 Non‑Transferability of Credentials

User acknowledges and agrees that Credentials are unique to the individual to whom they are issued and may not be shared, transferred, or used by any other person. Alcheme reserves the right to suspend or terminate any Credentials that are shared in violation of this Section 11.2.