Terms Of Use

Effective Date: 5/23/2025

These Terms of Use (“Terms”) govern your use of the services provided by Trade Vitality LLC, a California limited liability company (“Trade Vitality,” “we,” “us,” or “our”). These Terms apply to all customers and users (“Customer,” “you,” or “your”) of our managed MAP monitoring services and platform (“Service”). By accessing or using the Service, you accept these Terms and our Privacy Policy. If you do not agree, do not use the Service.

1. Service Scope & Acceptance

Trade Vitality provides a hybrid offering of proprietary software and managed services to support brand compliance with Minimum Advertised Price (MAP) policies. The Service includes but is not limited to dashboards, alerts, automated data collection, and MAP enforcement support. Your use of the Service constitutes your acceptance of these Terms.

2. Intellectual Property

  • Ownership: All content, features, and underlying technology of the Service are owned by Trade Vitality and protected under intellectual property laws.
  • Limited License: You receive a non-exclusive, non-transferable license to use the Service solely for internal business purposes. You may not reverse-engineer, resell, or repurpose any part of the Service.
  • Your Data: You retain ownership of data you upload but grant Trade Vitality a royalty-free, worldwide license to use it as needed to deliver the Service. You represent and warrant that you have rights to such data.

3. Managed Services & Disclaimers

MAP Monitoring & Enforcement Scope

Trade Vitality may, as part of certain subscription plans, offer services that involve actively monitoring online listings, detecting MAP violations, and sending standard violation notices. These actions are informational and supportive in nature. Trade Vitality does not provide legal advice, issue cease and desist letters, or act as a legal representative. Clients are solely responsible for determining if and when to take legal action regarding MAP enforcement.

  • Neutral Venue: Trade Vitality acts as a neutral service provider and does not mediate disputes or enforce MAP policies on your behalf.
  • No Guarantee of Enforcement: We do not guarantee that any violation will be detected, flagged, or resolved. Third-party platforms, sellers, and resellers operate independently and may ignore MAP enforcement requests.
  • Data Accuracy: While we strive to ensure accuracy, all violation reports and data collected are provided “as-is”. We do not warrant their completeness, reliability, or timeliness.

4. Limitations of Liability

  • No Consequential Damages: We are not liable for indirect, incidental, or consequential damages including but not limited to loss of profits, loss of business, reputational harm, or legal claims arising from your use of the Service.
  • Maximum Liability: In no event shall our total liability exceed the greater of $200 or the amount you paid us in the three months prior to the event giving rise to the claim.
  • Claim Time Limit: You must bring any claim within six months of the cause of action.

5. Indemnification

You agree to indemnify, defend, and hold harmless Trade Vitality from any claims, damages, liabilities, and costs (including attorney fees) arising out of:

  • Your use of the Service
  • Your MAP policy or enforcement actions
  • Any third-party claim related to data you provided or actions you took via our platform

6. Security & Access

  • Industry Standards: We implement security protocols aligned with industry norms.
  • Suspension: We may suspend access if we detect security risks, unauthorized access, or system abuse.
  • Your Responsibility: You are responsible for safeguarding your credentials and ensuring compliance with all applicable laws.

7. Third-Party Services

We may rely on third-party APIs and tools (e.g., Google Shopping, browser automation) which may experience changes or outages. We are not responsible for the functionality, data accuracy, or availability of third-party platforms.

8. User Conduct

You agree not to:

  • Use the Service for illegal purposes
  • Submit or transmit unlawful or defamatory content
  • Interfere with the security or operation of the Service
  • Use the Service to build a competing product

9. Subscription & Billing

  • Auto-Renewal: Subscriptions automatically renew at the end of each billing cycle (monthly or annually, depending on your plan) unless canceled. By subscribing, you authorize Trade Vitality to charge the applicable fee to your chosen payment method at each renewal date, unless you cancel before the end of the current term.
  • Renewal Notice: For subscriptions with terms of 12 months or longer, we will send you a renewal reminder between 15 and 45 days prior to the renewal date.
  • Cancellation: You may cancel your subscription at any time via your dashboard or by emailing support@tradevitality.com. Your cancellation will take effect at the end of your current billing period. We do not offer refunds for partial terms.

10. Termination

We may suspend or terminate your access to the Service at any time, with or without notice, for conduct we believe violates these Terms.

11. General Terms

  • Governing Law & Arbitration: These Terms are governed by California law. Any disputes arising from these Terms or your use of the Service shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Orange County, California. Each party shall bear its own legal fees, and the costs of arbitration shall be shared equally unless otherwise determined by the arbitrator.
  • Severability: If any part of these Terms is found unenforceable, the remainder remains in effect.
  • Amendments: We may update these Terms at any time. Continued use of the Service after changes constitutes acceptance.
  • No Agency: Use of the Service does not create an agency, partnership, or employment relationship.

12. Contact

Questions? Reach us at: support@tradevitality.com