Terms of Service

Last Updated: May 13, 2025

Welcome to MRKIT! These Terms of Service ("Terms") govern your access to and use of the MRKIT software-as-a-service platform, our website(s), and any related services (collectively, the "Services") provided by MRKIT LLC ("MRKIT," "we," "us," or "our"), a limited liability company based in Florida.

By accessing or using our Services, creating an account, or clicking to accept or agree to these Terms when this option is made available to you, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (available at https://mrkit.app/privacy-policy), which is incorporated herein by reference. If you do not agree to these Terms or the Privacy Policy, you must not access or use the Services.

If you are using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" will refer to that entity.

1. Description of Services

MRKIT provides a software-as-a-service platform designed to help businesses manage their online storefronts. The Services may include features for inventory management, order processing, customer communication, analytics, and other tools related to e-commerce operations. The specific features and functionalities available to you may depend on your subscription plan.

2. Account Registration and Security

(a) Account Creation: To access and use certain features of the Services, you must register for an account ("Account"). You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

(b) Account Responsibilities: You are responsible for safeguarding your Account password and for any activities or actions under your Account, whether or not you have authorized such activities or actions. You agree to immediately notify MRKIT of any unauthorized use of your Account or any other breach of security. MRKIT will not be liable for any loss or damage arising from your failure to comply with these security obligations.

(c) Age Restriction: You must be at least 18 years old to use the Services. By creating an Account, you represent and warrant that you are at least 18 years old.

3. Use of Services

(a) License Grant: Subject to your compliance with these Terms, MRKIT grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business purposes related to managing your online storefront(s) during the term of your subscription.

(b) Acceptable Use Policy: You agree not to misuse the Services or help anyone else to do so. You agree to use the Services only for lawful purposes and in accordance with these Terms. Specifically, you agree not to:

• Probe, scan, or test the vulnerability of any system or network.
• Breach or otherwise circumvent any security or authentication measures.
• Access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven't been invited to.
• Interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services.
• Access, search, or create accounts for the Services by any means other than our publicly supported interfaces (e.g., "scraping" or creating accounts in bulk).
• Send unsolicited communications, promotions or advertisements, or spam.
• Send altered, deceptive, or false source-identifying information, including "spoofing" or "phishing."
• Promote or advertise products or services other than your own without appropriate authorization.
• Resell, lease, or sublicense the Services or access thereto.
• Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights.
• Use the Services to store or transmit malicious code.
• Violate any applicable law or regulation.
• Use the Services for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms.
• Attempt to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any software, documentation, or data related to the Services.

(c) User Content: You are solely responsible for all data, information, text, graphics, images, videos, and other materials that you upload, post, transmit, or otherwise make available through the Services ("User Content"). This includes the accuracy, quality, integrity, legality, reliability, and appropriateness of User Content. You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize MRKIT to use your User Content as necessary to provide the Services and as otherwise permitted by these Terms and our Privacy Policy. MRKIT does not claim ownership over your User Content.

4. Fees and Payment

(a) Subscription Fees: Access to certain features of the Services may require you to pay subscription fees ("Subscription Fees"). All Subscription Fees are set forth on our website or as otherwise agreed with MRKIT. MRKIT reserves the right to change the Subscription Fees or applicable charges and to institute new charges and Subscription Fees at the end of the initial subscription term or then-current renewal term, upon thirty (30) days prior notice to you (which may be sent by email).

(b) Payment: You agree to pay all Subscription Fees when due. Payments will be processed by our third-party payment processor. You authorize MRKIT (through its third-party payment processor) to charge your chosen payment method for the Subscription Fees. All payment obligations are non-cancelable, and fees paid are non-refundable, except as expressly set forth in these Terms or as required by applicable law.

(c) Billing Cycle: Subscription Fees may be charged on a recurring basis (e.g., monthly or annually) as specified in your subscription plan. Your subscription will automatically renew for successive periods of the same duration as the initial term unless you cancel your subscription before the end of the then-current term.

(d) Taxes: All Subscription Fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder. If MRKIT has the legal obligation to pay or collect Taxes for which you are responsible, MRKIT will invoice you and you will pay that amount unless you provide MRKIT with a valid tax exemption certificate authorized by the appropriate taxing authority.

(e) Late Payments: If any Subscription Fees are not received from you by the due date, then at our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) we may suspend your access to the Services until such amounts are paid in full.

5. Intellectual Property Rights

(a) MRKIT IP: The Services, including all underlying technology, software, designs, graphics, documentation, and all intellectual property rights therein (collectively, "MRKIT IP"), are and will remain the exclusive property of MRKIT LLC and its licensors. Except for the limited license granted in Section 3(a), nothing in these Terms grants you any right, title, or interest in or to the MRKIT IP. You agree not to copy, modify, create derivative works of, publicly display, publicly perform, republish, or transmit any of the MRKIT IP.

(b) User Content: As between you and MRKIT, you retain all ownership rights in your User Content. You grant MRKIT a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content solely to the extent necessary to provide the Services to you and as otherwise permitted by these Terms and our Privacy Policy.

(c) Feedback: If you provide MRKIT with any suggestions, comments, or other feedback relating to the Services ("Feedback"), you hereby grant MRKIT a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use and exploit such Feedback for any purpose without restriction and without compensation to you.

6. Confidentiality

(a) Definition: "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes your User Content. MRKIT's Confidential Information includes the Services, MRKIT IP, and the terms of any non-public agreement between you and MRKIT. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

(b) Protection: The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

(c) Compelled Disclosure: The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

7. Term and Termination

(a) Term: These Terms will remain in full force and effect while you use the Services. Your subscription will continue for the term specified in your subscription plan and will automatically renew as described in Section 4(c), unless terminated earlier in accordance with these Terms.

(b) Termination by You: You may cancel your subscription and terminate these Terms at any time by following the cancellation procedures on our website or by contacting our Support Team. Termination will be effective at the end of your then-current billing cycle, and you will not be entitled to a refund of any pre-paid Subscription Fees.

(c) Termination by MRKIT: MRKIT may suspend or terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. If MRKIT terminates your subscription for convenience, we will provide you with a pro-rata refund of any pre-paid, unused Subscription Fees for the terminated portion of the subscription term. MRKIT may also terminate or suspend your access to the Services immediately, without prior notice or liability, if you breach any of these Terms.

(d) Effect of Termination: Upon termination of these Terms: (i) all rights granted to you under these Terms will immediately cease; (ii) you must immediately cease all use of the Services; (iii) you will remain liable for all accrued and unpaid Subscription Fees up to and including the date of termination; (iv) MRKIT may delete your User Content in accordance with its data retention policies, though we may retain certain data as required by law or for legitimate business purposes as outlined in our Privacy Policy.

(e) Survival: Sections 4 (Fees and Payment, for amounts due), 5 (Intellectual Property Rights), 6 (Confidentiality), 7(d) (Effect of Termination), 7(e) (Survival), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), 11 (Governing Law and Dispute Resolution), and 14 (General Provisions) will survive any termination or expiration of these Terms.

8. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

MRKIT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE RESULTS OF THE USE OF THE SERVICES (INCLUDING ANY DATA, INFORMATION, OR ANALYTICS) WILL BE ACCURATE, RELIABLE, COMPLETE, OR MEET YOUR REQUIREMENTS OR EXPECTATIONS.

YOU ACKNOWLEDGE THAT MRKIT DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. MRKIT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MRKIT LLC, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF MRKIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO: (I) THE USE OR INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR USER CONTENT; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (V) ANY CONTENT OBTAINED FROM THE SERVICES; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MRKIT'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU TO MRKIT FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION 9 WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Indemnification

You agree to defend, indemnify, and hold harmless MRKIT LLC, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (i) your violation of these Terms; (ii) your use of the Services, including, but not limited to, your User Content, any use of the Service's content, services, and products other than as expressly authorized in these Terms; or (iii) your violation of any applicable law or the rights of a third party.

11. Governing Law and Dispute Resolution

(a) Governing Law: These Terms and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule.

(b) Dispute Resolution: Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida, in each case located in [Specify County, e.g., Orange County, if MRKIT has a preference, or a more general statement like "a court of competent jurisdiction in Florida"]. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

(c) Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

i. Agreement to Arbitrate: You and MRKIT LLC agree that any dispute, claim, or controversy arising out of or relating to these Terms, the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and MRKIT LLC agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and MRKIT LLC are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

ii. Exceptions: As limited exceptions to Section 11(c)(i) above: (1) both parties may seek to resolve a Dispute in small claims court if it qualifies, provided the action remains in that court and is not removed or appealed to a court of general jurisdiction; and (2) each party retains the right to seek injunctive or other equitable relief from a court of competent jurisdiction in Orlando, Florida to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights (including patents, copyrights, trademarks, trade secrets, and moral rights, but not privacy or publicity rights).

iii. Conducting Arbitration and Arbitration Rules: The arbitration will be conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (the "AAA Rules") then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration on its website.

Any arbitration hearings will take place in Orlando, Florida, unless both parties agree in writing to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.

iv. Arbitration Costs: Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules.

v. Arbitrator's Decision: The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with competent jurisdiction. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section of these Terms as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim.

vi. Class Action Waiver: YOU AND MRKIT LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration section shall be null and void.

vii. Confidentiality: The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any non-public information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the "Confidential Arbitration Information") shall not be disclosed to any non-party except the tribunal, the AAA, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Arbitration Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of the Terms and of any arbitration brought pursuant to the Terms.

viii. Severability: With the exception of any of the provisions in Section 11(c)(vi) of these Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

(d) Time Limitation on Claims: ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

12. Modifications to Terms

MRKIT reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least thirty (30) days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. Notice may be provided by posting the updated Terms on our website, by sending you an email, or by other means.

By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services and must stop using them.

13. Third-Party Services and Links

The Services may integrate with or provide links to third-party websites, applications, or services ("Third-Party Services"). MRKIT does not own or control these Third-Party Services and is not responsible for their content, policies, or practices. Your use of Third-Party Services is subject to their respective terms and conditions and privacy policies. MRKIT does not endorse and is not responsible or liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any Third-Party Services.

14. General Provisions

(a) Entire Agreement: These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire and exclusive understanding and agreement between you and MRKIT regarding your use of and access to the Services, and supersede and replace any and all prior oral or written understandings or agreements between MRKIT and you regarding the Services.

(b) Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, it shall be stricken from these Terms, and the remaining provisions of these Terms will continue in full force and effect.

(c) Waiver: No waiver by MRKIT of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of MRKIT to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

(d) Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without MRKIT's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. MRKIT may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

(e) Notices: Any notices or other communications provided by MRKIT under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

(f) Force Majeure: MRKIT shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond MRKIT's reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

(g) Relationship of the Parties: The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

(h) Headings: The headings in these Terms are for convenience only and shall not affect their interpretation.

15. Contact Information

If you have any questions about these Terms, please contact MRKIT LLC at:

MRKIT LLC Email: support@mrkit.app