Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Sprike LLC ("Sprike," "we," "us," or "our"), a Delaware limited liability company, governing your access to and use of the Sellwise platform, including our website, applications, and all related services (collectively, the "Service").

By creating an account or using the Service, you agree to be bound by these Terms. If you do not agree, you may not access or use the Service.

2. Eligibility

You must be at least 18 years of age to use the Service. By using Sellwise, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

3. Account Registration

To access certain features, you must create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information up to date. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at support@sellwise.so if you suspect unauthorized use of your account.

4. Description of Service

Sellwise is an AI-powered design analysis platform for Etsy print-on-demand sellers. The Service enables users to upload product designs, receive AI-generated scores and feedback across multiple evaluation categories, compare designs against top-selling competitors in their niche, and track design improvements over time. The Service uses third-party AI models and the Etsy API to deliver analysis results.

5. Subscriptions and Payments

Sellwise offers paid subscription plans billed on a monthly or annual basis. By subscribing, you authorize us to charge your payment method on a recurring basis at the then-current rate until you cancel.

• Recurring billing: Your subscription automatically renews at the end of each billing period. You will be charged the applicable subscription fee unless you cancel before the renewal date.
• Price changes: We may change subscription prices with at least 30 days' notice. Continued use after a price change constitutes acceptance of the new price.
• Payment processing: All payments are processed securely through Stripe, our third-party payment processor. We do not store your payment card details on our servers.
• Taxes: Applicable taxes are calculated and collected automatically at checkout in accordance with your billing address and local tax regulations.
• Failed payments: If a payment fails, we may suspend your access until the payment issue is resolved. You are responsible for ensuring your payment information is current.

6. Credits

Each subscription plan includes a credit allocation. Credits are used to run AI-powered design analyses through the Service.

• Credits represent a license to use the Service and are not stored monetary value, gift cards, or prepaid balances.
• Credits are non-transferable and may not be sold, traded, or exchanged.
• Unused credits do not roll over between billing periods and expire at the end of each billing cycle. Your credit balance resets to the full allocation upon each renewal.
• Each design analysis consumes credits. When you use credits for an analysis, this triggers irreversible third-party API calls. Credits consumed for analysis are non-refundable.
• If an analysis fails due to a system error, the credits for that analysis will be automatically refunded to your account.
• Upon cancellation or expiration of your subscription, all remaining credits are forfeited.

7. Cancellation and Refund Policy

You may cancel your subscription at any time through your account settings. Upon cancellation:

• Your subscription remains active until the end of the current billing period. You will not be charged again.
• You retain access to the Service and your remaining credits until the billing period ends.
• At the end of the billing period, your remaining credits will be set to zero and your access to paid features will end.

Refund policy: As the Service delivers digital content, all sales are generally final and non-refundable. However, first-time subscribers may request a full refund within fourteen (14) calendar days of their initial subscription payment, provided that less than 10% of the allocated credits have been used. Refunds are limited to one per customer and will be issued to the original payment method. To request a refund, contact us at support@sellwise.so. After the 14-day period, or if 10% or more of credits have been used, all sales are final.

EU/EEA and UK consumers: You have a statutory 14-day right of withdrawal for online purchases. However, by requesting immediate access to your design analysis credits at checkout and expressly acknowledging the loss of your withdrawal right, you consent to the immediate supply of digital content and waive your 14-day right of withdrawal in accordance with Article 16(m) of the EU Consumer Rights Directive and Regulation 37 of the UK Consumer Contracts Regulations 2013.

8. Intellectual Property

Our intellectual property

The Service, including its design, features, code, documentation, logos, and trademarks, is owned by Sprike LLC or its licensors and is protected by intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Service without our prior written consent.

Your content

You retain full ownership of the design images you upload to the Service. We do not claim any ownership rights over your design images or use them for marketing or promotional purposes. We access your design images solely to provide the analysis you request.

Analysis results

The AI-generated analysis results, scores, and feedback produced by the Service are provided for your personal and commercial use. You may use these results to inform your design decisions. However, analysis results are generated using third-party AI models and we do not guarantee their accuracy, completeness, or suitability for any particular purpose.

9. Acceptable Use

You agree not to use the Service to:

• Upload designs that contain child sexual abuse material (CSAM) or depict the exploitation of minors.
• Upload designs that contain explicit sexual, pornographic, or obscene content (NSFW material).
• Upload designs that infringe on the intellectual property, copyrights, or trademarks of any third party, including unauthorized use of brand logos, licensed characters, or copyrighted artwork.
• Upload designs that promote violence, terrorism, self-harm, hate speech, or discrimination against protected groups.
• Upload designs intended to deceive, defraud, or mislead consumers.
• Engage in any activity that violates applicable local, state, national, or international law.
• Attempt to reverse-engineer, decompile, or extract the underlying AI models, algorithms, or source code of the Service.
• Use automated systems (bots, scrapers, crawlers) to access the Service without our written permission.
• Interfere with or disrupt the integrity, security, or performance of the Service.
• Resell, sublicense, or redistribute access to the Service or its outputs in bulk.

Violation of these terms may result in immediate suspension or termination of your account without notice or refund.

10. AI-Generated Analysis Disclaimer

The Service uses third-party artificial intelligence models to analyze designs and generate scores, feedback, and recommendations. AI-generated analysis may be inaccurate, incomplete, biased, or otherwise flawed. You acknowledge that:

• We do not guarantee the accuracy, quality, or reliability of any analysis results, scores, or recommendations.
• Analysis scores and projected improvements are estimates and do not guarantee actual sales performance on Etsy or any other marketplace.
• Competitor data shown in analyses is sourced from publicly available Etsy listings and may not reflect current market conditions.
• You are solely responsible for reviewing and determining the suitability of analysis results before acting on them.
• We do not use your design images to train AI models. Your inputs are processed solely to deliver the requested analysis.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPRIKE LLC DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPRIKE LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE.

OUR TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. Indemnification

You agree to indemnify, defend, and hold harmless Sprike LLC and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your design images or other content you upload; (c) your violation of these Terms; (d) your violation of any applicable law or third-party rights; or (e) any claim that your uploaded content infringes the intellectual property or other rights of a third party.

14. Dispute Resolution and Arbitration

Binding arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, or at another mutually agreed location. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class action waiver: YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST SPRIKE LLC.

Exceptions: Either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights. Claims within the jurisdiction of small claims court may also be brought in such court.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-law principles. To the extent that arbitration does not apply, you consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

16. Termination

We may suspend or terminate your access to the Service at our sole discretion, with or without notice, for any reason, including but not limited to violation of these Terms. Upon termination:

• Your right to use the Service ceases immediately.
• Any outstanding credits are forfeited and non-refundable.
• We may delete your account data, design images, analysis results, and associated information in accordance with our Privacy Policy.
• Sections that by their nature should survive termination will continue to apply, including intellectual property, limitation of liability, indemnification, and dispute resolution.

You may delete your account at any time through your account settings. Upon account deletion, your active subscription will be cancelled and all your data, including design images and analysis results, will be permanently deleted within 30 days.

17. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on the Service and updating the "Last updated" date. For significant changes, we will provide at least 30 days' notice via email or an in-app notification. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Service and cancel your subscription.

18. General Provisions

• Entire agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and Sprike LLC regarding the Service.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision.
• Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
• Force majeure: We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control.

19. Contact Us

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