Terms of Service

These Terms of Service govern your engagement of Crystal Magnate for eCommerce operations, data platform, and analytics services. By engaging Crystal Magnate, you ("Client") agree to be bound by these Terms.

Where Crystal Magnate operates as an authorized solution provider or developer under a marketplace's official program, our obligations under that program's agreement take precedence over these Terms with respect to data accessed through that marketplace.

Crystal Magnate provides the following categories of services to eCommerce sellers and vendors across multiple marketplaces and channels:

• -Unified operations platform — consolidating orders, inventory, finance, and advertising data into a single dashboard
• -Real-time P&L reporting and financial reconciliation
• -Inventory monitoring and multi-channel synchronization across platforms including Amazon and Shopify
• -Advertising performance analytics including ROAS, spend, and campaign reporting
• -Data pipeline operations and platform management
• -Back-office managed operations and ongoing account support

The specific scope of services for each engagement is defined in a separate Statement of Work or service agreement. Where no separate scope document exists, the scope is defined by the service plan the Client has subscribed to.

Where Crystal Magnate's services involve access to data from any marketplace or platform via an official API or solution provider program, the following obligations apply:

• -Crystal Magnate will only access data that the Client has explicitly authorized through the relevant marketplace authorization flow
• -Data will be used solely to deliver the specific platform features and services the Client has authorized
• -Crystal Magnate will comply with the data protection and acceptable use policies of each marketplace at all times
• -Crystal Magnate will not aggregate Client data with data from other client accounts
• -Crystal Magnate will not share, sell, or transfer Client data to any third party except as required to deliver the authorized service
• -Crystal Magnate will not use Client data to target customers for marketing or any purpose unrelated to the Client's own business operations

Clients agree to:

• -Provide accurate and complete information required for Crystal Magnate to deliver services
• -Maintain valid marketplace authorization for Crystal Magnate as a solution provider for the duration of the engagement
• -Notify Crystal Magnate immediately if any marketplace authorization is revoked or if they suspect unauthorized access to their account
• -Not request Crystal Magnate to perform any action that would violate their agreements with any marketplace or applicable law
• -Comply with all applicable laws in connection with their use of Crystal Magnate's services

Both parties agree to maintain the confidentiality of the other party's non-public business information disclosed in connection with the service engagement. Each party will use the other's confidential information only to the extent necessary to perform its obligations under these Terms.

Crystal Magnate's confidentiality obligations with respect to marketplace data are governed by and consistent with the applicable marketplace solution provider agreements and data protection policies, which take precedence over these Terms with respect to such data.

Confidentiality obligations survive termination of the service engagement. Obligations with respect to personal data survive indefinitely.

Crystal Magnate retains all rights, title, and interest in and to the Crystal Magnate platform, including all software, methodologies, dashboards, and analytical frameworks. Nothing in these Terms transfers ownership of the Crystal Magnate platform or any of its components to the Client.

Clients retain all rights, title, and interest in and to their own business data. Crystal Magnate's right to access and process Client data is limited to what is necessary to deliver the authorized services and terminates upon the end of the service engagement.

Crystal Magnate's aggregate liability to the Client for any claim arising from these Terms or the services provided is limited to the total fees paid by the Client to Crystal Magnate in the period preceding the event giving rise to the claim.

Crystal Magnate is not liable for indirect, consequential, incidental, punitive, or exemplary damages arising from or related to these Terms or the services, even if advised of the possibility of such damages. This limitation does not apply to liability arising from Crystal Magnate's gross negligence, fraud, or wilful misconduct.

Crystal Magnate operates as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Crystal Magnate and the Client, or between Crystal Magnate and any marketplace.

Crystal Magnate is solely responsible for the manner in which its services are performed. Crystal Magnate's employees, contractors, and agents are not employees or agents of the Client.

Either party may terminate the service engagement with reasonable written notice. Crystal Magnate may terminate the service engagement immediately if:

• -The Client materially breaches these Terms and fails to remedy the breach within a reasonable period following written notice
• -The Client's marketplace authorization is revoked or suspended by any relevant marketplace
• -Crystal Magnate is required to do so to comply with applicable law or a marketplace program agreement
• -The Client requests services that would violate any marketplace's policies or applicable law

Upon termination, Crystal Magnate will cease accessing Client data and will delete all associated account data in a timely manner, except where retention is required by applicable law. Sections 5 (Confidentiality), 6 (Intellectual Property), 7 (Limitation of Liability), and 8 (Independent Contractor) survive termination.

These Terms are governed by the laws of the jurisdiction in which Crystal Magnate is registered. Any dispute arising from these Terms will be resolved through good-faith negotiation in the first instance.

For service-related enquiries, concerns, or to exercise any rights under these Terms: