Webgility Service Terms
PLEASE READ THIS AGREEMENT CAREFULLY. These Webgility Service Terms (“Agreement”) constitute a legally binding contract between you and Webgility, Inc. (“Webgility”). This Agreement governs your use of the Webgility platform (“Platform”) and all Webgility services, including the Automation Services and, where applicable based on Customer’s selected plan, the Managed Accounting Services and any Supplementary Packages. This Agreement is structured in three parts: Part A — Platform Terms: These terms apply to all users of the Platform, regardless of whether they are paying Customers. They concern access to and use of the Platform, acceptable use, intellectual property rights, and general provisions applicable to all users. Part B — Customer Terms: These terms apply to paying Customers. They govern the Automation Services (which are included in every Plan), subscription and payment, Customer obligations, limitation of liability, and other commercial provisions. Part C — Service-Specific Schedules: These schedules contain additional terms that apply only if Customer’s selected Plan includes the relevant service. Schedule 1 (Managed Accounting Services) is activated automatically if Customer subscribes to a Plan which includes Managed Accounting Services. Schedule 2 (Supplementary Packages) is activated if Customer purchases a one-time bookkeeping engagement. Customer does not need to review schedules that do not apply to Customer’s selected Plan. |
PART A — PLATFORM TERMS
These Platform Terms apply to anyone who accesses or uses the Webgility website, platform, software, applications, applets, content, documentation, integrations, online functionality, or related services made available by Webgility (collectively, the "Platform").
In this Part A, "you" and "your" mean the person or entity accessing or using the Platform. If you access or use the Platform on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" and "your" include that entity. "We," "us," and "our" mean Webgility, Inc.
1. ACCEPTANCE OF PLATFORM TERMS
By accessing or using the Platform, you agree to be bound by this Agreement. If you do not agree to this Agreement, you must not access or use the Platform.
Any new features, tools, resources, updates, or functionality that we make available through the Platform will also be subject to this Agreement unless we state otherwise. Certain content, services, features, integrations, or third-party services accessible through the Platform may be subject to additional terms with us or with third parties. If additional terms apply to a feature or service you use, those additional terms form part of this Agreement and will control solely with respect to the relevant feature or service to the extent of any conflict.
We may modify this Agreement from time to time. Your continued use of the Platform after updated Terms become effective constitutes acceptance of the updated Terms. If a change relates to a paid subscription or other paid service, the customer-specific notice, renewal, cancellation, and fee-change provisions in Part B will apply to the extent applicable.
2. PRIVACY, SECURITY, AND DATA PRACTICES
We place importance on the security of information shared through the Platform. Our collection, use, storage, disclosure, anonymity, deletion, and related data practices are described in our Privacy Policy and related privacy or data documentation, available at [URL]. By using the Platform, you acknowledge that your information will be handled in accordance with those policies.
You agree that we may collect, store, access, process, and use data submitted to or generated through the Platform as reasonably necessary to operate, provide, maintain, secure, troubleshoot, support, and improve the Platform and our services.
We may use non-sensitive account-level data and aggregated, anonymized, or de-identified data derived from your use of the Platform for analytics, product improvement, benchmarking, service development, and other legitimate business purposes, provided such data does not identify you or any individual.
We may also use copies of data in development, testing, support, or troubleshooting environments where reasonably necessary to diagnose issues, test fixes, validate functionality, improve performance, or maintain security. Where such data includes personal information, we will use commercially reasonable measures designed to remove, mask, or otherwise protect personal information where practicable and required by applicable law.
3. PLATFORM AVAILABILITY AND USE AT YOUR OWN RISK
Your use of the Platform is at your own risk. We do not warrant that the Platform will be uninterrupted, timely, secure, error-free, free from bugs, viruses, malware, program limitations, or other harmful components. We also do not warrant that access to the internet, third-party services, third-party content, integrations, or any other service or content accessible through the Platform will be uninterrupted, accurate, available, or error-free.
Content, features, and functionality available through the Platform may vary depending on your browser, device, operating system, connectivity, account type, subscription status, or third-party service availability.
4. CONNECTIVITY, EQUIPMENT, AND THIRD-PARTY CHARGES
You are responsible for obtaining and maintaining any internet access, equipment, software, browsers, mobile service, data plans, telecommunications services, third-party accounts, and third-party permissions needed to access or use the Platform.
You are responsible for all fees charged by your internet service provider, mobile carrier, financial institution, third-party platform, telecommunications provider, or other third-party provider in connection with your use of the Platform. Third-party providers may impose their own terms, fees, access limitations, service limitations, or billing arrangements. We are not responsible for any loss or damage arising from your dealings with or reliance on any third-party provider.
5. ACCOUNT RESPONSIBILITY
If you create or use an account, you are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must provide accurate, complete, and current information and promptly update it as needed.
You must promptly notify us of any unauthorized access to or use of your account. We are not responsible for loss or damage arising from your failure to maintain the security of your account, credentials, connected platforms, payment methods, or third-party accounts.
6. ACCEPTABLE USE
You may not use the Platform to:
violate or encourage conduct that would violate any local, state, national, foreign, export control, sanctions, or other applicable law or regulation;
infringe, misappropriate, or otherwise violate any copyright, trademark, trade secret, privacy, publicity, contractual, proprietary, or other rights of any person;
upload, post, publish, reproduce, transmit, distribute, or otherwise make available any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, harmful, or otherwise objectionable information or material;
upload, post, publish, reproduce, transmit, distribute, or otherwise make available information or material that constitutes, encourages, or provides instructions for a criminal offense, gives rise to civil liability, or otherwise violates applicable law;
send or facilitate advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, unsolicited commercial communications, spam, flooding, or similar communications, except where expressly permitted by us;
upload, post, transmit, distribute, or otherwise make available any information, software, file, code, script, program, virus, trojan horse, worm, malware, or other harmful or destructive component;
interfere with or disrupt the integrity, security, performance, or availability of the Platform or any systems, networks, accounts, or data connected to the Platform;
attempt to gain unauthorized access to any account, system, network, platform, service, or data;
restrict or inhibit any other person from using or enjoying the Platform;
commercially exploit information, software, content, or other materials obtained through the Platform except as expressly permitted by us or by the provider of such materials;
upload, post, publish, reproduce, transmit, distribute, or otherwise exploit information, software, content, or materials obtained through the Platform that are protected by copyright, trademark, trade secret, or other proprietary rights, or create derivative works from them, without permission from the applicable rights holder; or
upload, post, publish, reproduce, transmit, distribute, or otherwise exploit any component of the Platform itself, or derivative works of the Platform, except as expressly permitted by us.
7. PLATFORM RESTRICTIONS
You may not, and may not permit anyone else to:
license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, commercially exploit, or otherwise make the Platform available to any third party except as expressly permitted by us;
modify, copy, adapt, translate, or create derivative works based on the Platform;
reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, algorithms, structure, or non-public functionality of the Platform;
access or use the Platform to develop, train, test, benchmark, or improve a competing product or service;
develop products or services using, or otherwise copy, the features, functions, interfaces, workflows, screens, graphics, or other elements of the Platform; or
remove, obscure, or alter any proprietary notices.
8. PLATFORM CONTENT, INTELLECTUAL PROPERTY, AND OWNERSHIP
As between you and us, we and our licensors retain all right, title, and interest in and to the Platform, including the service, underlying software, applets, technology, content, interfaces, screens, workflows, designs, templates, documentation, data structures, plug-ins, modifications, derivative works, copies, trademarks, service marks, logos, and all other intellectual property and proprietary rights.
No ownership rights in the Platform or any intellectual property or proprietary materials are transferred to you by this Agreement or by your use of the Platform. You receive only a limited right to access and use the Platform in accordance with this Agreement.
The Platform and related materials are confidential and proprietary to us. You may not disclose, provide access to, download, save, copy, reproduce, distribute, publish, display, exploit, or create derivative works from any Platform content, screens, software, materials, or other proprietary items except as expressly permitted by us.
You may print or save copies of information made available to you through your account solely for your personal records or internal business records, provided that you do not remove proprietary notices or use such materials for any unauthorized purpose.
Nothing in this Agreement grants you any license or other right to use our trademarks, registered trademarks, service marks, logos, trade names, copyrighted materials, or other intellectual property except as expressly permitted by us in writing. Unauthorized use of the Platform or our intellectual property may violate copyright, trademark, trade secret, privacy, communications, export control, and other laws and may result in civil or criminal liability.
9. CUSTOM DEVELOPMENT AND CONFIGURATIONS
From time to time, you may request implementation assistance, custom workflows, configurations, mappings, scripts, connectors, reports, or other development or customization work relating to the Platform or our services. We may review such requests on a case-by-case basis and, at our discretion, provide the requested work free of charge or for a fee communicated to and accepted by you.
Unless we expressly agree otherwise in a written agreement signed by us, we retain all right, title, and interest in and to anything created, configured, developed, modified, or delivered by us, including all software, tools, workflows, templates, configurations, methodologies, know-how, improvements, derivative works, patents, copyrights, trade secrets, and other proprietary rights.
If you are a subscriber, your right to use any such work product is limited to your authorized use of the applicable services during your subscription term, unless we expressly agree otherwise in writing.
10. THIRD-PARTY LINKS, CONTENT, AND SERVICES
The Platform may contain links to, integrations with, or access to content, data, products, advertising, websites, platforms, or services provided by third parties. We do not control and are not responsible for any third-party websites, platforms, services, content, data, products, advertising, or other materials.
We do not warrant the accuracy, completeness, availability, timeliness, security, or reliability of any third-party content or service. We and our content or service providers are not liable for errors or delays in third-party content or for actions taken in reliance on such content.
Links to or integrations with third-party services do not constitute our endorsement of those services or of any content, products, advertising, or materials presented through them. Some third-party content may come from official licensees or service providers, and some may come from unaffiliated organizations or individuals, whether internal or external to us. We do not author, edit, monitor, or control unaffiliated third-party pages, content, or links.
We are not responsible or liable, directly or indirectly, for any loss or damage caused or alleged to be caused by or in connection with your use of or reliance on any third-party content, services, products, advertising, websites, platforms, or other materials.
11. THIRD-PARTY PURCHASES, BANKING, AND ONLINE SERVICES
If you purchase products or services from a third party through or in connection with the Platform, your transaction is with that third party unless we expressly state otherwise. The third-party merchant, financial institution, information provider, or service provider may ask you to provide payment information or other information, and you are responsible for ensuring that all information you provide is accurate, complete, and current.
Third-party merchants, financial institutions, information providers, and service providers may set and change their own prices, fees, terms, and policies. You may be billed directly by a third party, and that third party's service agreement or other terms may govern the online services it provides to you. We are not responsible for any loss or damage arising from your dealings with third-party merchants, financial institutions, information providers, service providers, or other third parties.
12. ARTIFICIAL INTELLIGENCE AND AUTOMATED PROCESSING
Certain features of the Platform may use artificial intelligence, machine learning, automated processing, or third-party AI services to automate processes, analyze data, enhance platform functionality, generate outputs, provide recommendations, or support related functionality.
AI-generated or automated outputs are provided on an “as is” basis for informational and operational purposes. Such outputs may be incomplete, inaccurate, or require human review. You are responsible for reviewing and validating all outputs before relying on them.
We may process data using AI and automated technologies to provide, maintain, secure, troubleshoot, support, and improve the Platform and our services, including transaction syncing, inventory management, financial reporting, and related functionality. Before data is used for model training or development, we will remove personally identifiable information where required by applicable law and use aggregated, de-identified, or anonymized data in a manner that does not identify you or any individual.
Where required by applicable law, and where supported by the relevant feature, you may request access to, correction of, deletion of, or portability of data processed by AI systems, and you may opt out of certain AI-powered features.
Where required by applicable law, you may request human review or intervention for significant decisions or outputs generated through automated processes.
We do not use AI-powered features for unlawful discriminatory profiling, manipulative sales practices, or any activity prohibited by applicable law. Certain AI-powered features may rely on third-party providers and may be subject to additional third-party terms. Your use of those features may require acceptance of those third-party terms.
We may update our AI-related terms or policies from time to time and will provide notice of material changes where required by applicable law or where such changes materially affect your use of the Platform or your rights.
Your use of AI-powered features is subject to this Agreement and our Privacy Policy. We regularly review or audit AI-powered features and related automated processes using measures designed to support fairness, transparency, and compliance with applicable law.
13. CHANGES TO THE PLATFORM
We may modify, suspend, or discontinue any information, content, feature, functionality, or service available through the Platform from time to time. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Platform, except to the extent expressly stated in Part B or an applicable service-specific schedule for paid subscribers.
14. SUSPENSION OR TERMINATION OF PLATFORM ACCESS
We may suspend or terminate your access to the Platform if we reasonably believe that you have violated this Agreement, created a security risk, exposed us or others to liability, or used the Platform in a way that may harm us, the Platform, another user, or a third party.
We reserve the right to refuse service, suspend access, or terminate accounts in our discretion to the fullest extent permitted by applicable law.
15. DISCLAIMERS
To the fullest extent permitted by applicable law, the Platform is provided "as is" and "as available," without warranty of any kind. We disclaim all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, and uninterrupted operation.
We do not warrant that the Platform, any content, any output, any third-party service, or any integration will meet your requirements, be accurate or complete, operate without interruption, or be free from bugs, viruses, errors, program limitations, or harmful components.
16. GENERAL PROVISIONS
Entire Agreement: This Agreement (including Parts A, B, and C, and Webgility’s Privacy Policy, each as may be updated from time to time) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral. This Agreement replaces and supersedes the prior terms of service (all versions) in its entirety. In the event of any conflict between Part A and any Schedule, the Schedule shall prevail to the extent of the inconsistency on the matter specific to the applicable service.
Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect.
No Waiver: No failure to enforce any right shall constitute a continuing waiver of that right.
Assignment: You may not assign or transfer this Agreement or any rights or obligations hereunder without our prior written consent. Any purported assignment in violation of this provision shall be null and void. We may assign this Agreement freely in connection with a merger, acquisition, corporate reorganization, financing, or sale of assets.
Independent Contractors: The Parties are independent contractors. Nothing herein creates a partnership, joint venture, employment, or agency relationship.
No Third-Party Beneficiaries: This Agreement confers no third-party beneficiary rights. Accounting Partners are not third-party beneficiaries of this Agreement and shall have no right to enforce any provision hereof directly against you.
Electronic Acceptance: Your electronic acceptance constitutes a legally binding signature under the E-SIGN Act (15 U.S.C. § 7001) and the Uniform Electronic Transactions Act (UETA).
Notices: All notices under this Agreement shall be in writing and shall be deemed duly given: (a) when delivered personally; (b) when sent by email to the address associated with your account (for notices to you) or to legal@webgility.com (for notices to us), provided the sender does not receive an automated delivery failure notification; or (c) when posted within the Platform. We may update our notice details by posting the updated details on our website.
Export Controls and Sanctions: You represent and warrant that you are not located in, and shall not use the Platform from, any country or territory that is the target of comprehensive US sanctions, and that you are not listed on any US government restricted parties list. You shall comply with all applicable US export control and sanctions laws in your use of the Platform.
PART B — CUSTOMER TERMS
1. DEFINITIONS
In this Part B, the following terms shall have the meanings set out below:
“Accounting Partner” means a qualified independent accounting professional or firm selected, screened, and managed by Webgility to deliver the Books Done Service on behalf of Webgility;
“Automation Services” has the meaning set out in Section 2;
“Books Check Service” means the ecommerce books review service described in Schedule 1, Paragraph 2, and includes any equivalent successor service offered by Webgility under a different name.
“Books Done Service” has the meaning set out in Schedule 1, Paragraph 3, and includes any equivalent successor service offered by Webgility under a different name;
“Customer” means the individual or entity identified at checkout;
“Customer Data” means the financial and transactional data provided by or on behalf of Customer through the Services, including data obtained from Customer’s connected ecommerce channels;
“Legacy Plan” means any subscription plan or package of Webgility offered before the effective date of this Agreement;
“Managed Accounting Services” means, collectively, the Books Check Service and the Books Done Service, as applicable to Customer’s selected plan, and as further described in Schedule 1.
“Plan” means the subscription package selected by Customer at checkout, as described at webgility.com/pricing.
“Services” means, collectively, the Automation Services and, where applicable based on Customer’s selected Plan, the Managed Accounting Services.
“Subscription Fee” means the recurring fee payable by Customer for the Services as set out in Customer’s selected plan.
“Supplementary Package” means a one-time, fixed-scope bookkeeping engagement (such as an ecommerce books cleanup service) offered by Webgility from time to time, as further described in Schedule 2 and as scoped and priced at the time of Customer’s purchase. For the avoidance of doubt, a Supplementary Package is not a “Service” as defined in sub-clause (j) above and is not subject to recurring subscription billing or auto-renewal.
2. AUTOMATION SERVICES
Customer’s subscription includes the Automation Services described below: Webgility’s proprietary SaaS platform that synchronizes ecommerce transactional data from Customer’s connected ecommerce channels into Customer’s accounting platform. The platform’s core functionalities include payout reconciliation, SKU-to-account mapping, and multi-channel data aggregation. The specific channels and accounting platforms supported are set out at [URL] and may be updated by Webgility from time to time (“Automation Services”). The Automation Services are dependent upon Customer maintaining an active subscription and active connections between Customer’s ecommerce channels and accounting platform through the Webgility platform. If Customer fails to maintain such active subscription or connections, Webgility shall bear no liability for resulting gaps, data inconsistencies, or errors. The Webgility platform integrates with third-party services that Webgility does not own or control. Webgility shall not be liable for disruptions in such third-party services that affect the delivery of the Automation Services. Nothing in this Agreement creates a CPA-client, attorney-client, or fiduciary relationship between Webgility (or any Accounting Partner) and Customer. No service provided under this Agreement constitutes professional accounting advice, audit, assurance, or tax advisory services. |
3. SCOPE AND SERVICE EXCLUSIONS
The Services are expressly limited to those described in this Agreement (including the applicable Schedules). The following are not included in any Plan as of the date of this Agreement and are explicitly excluded. Webgility reserves the right to modify the list of excluded services from time to time by updating its pricing page or by written notice to Customer. The current exclusions are:
NOT INCLUDED IN ANY PLAN
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4. CUSTOMER OBLIGATIONS AND REPRESENTATIONS
Customer shall, throughout the term of this Agreement:
Provide Webgility (and, where applicable under Schedule 1, the Accounting Partner) with accurate, complete, and timely financial data, records, and platform access credentials necessary for the performance of the Services. Customer acknowledges that sharing platform access credentials with Webgility (and, where applicable, the Accounting Partner) is essential for the performance of the Services and hereby authorises such access;
Maintain active integrations between Customer’s ecommerce channels and accounting platform as required for the Automation Services;
Review all deliverables and provide written notice of any alleged error or discrepancy within fourteen (14) calendar days of delivery. Failure to notify within this period constitutes Customer’s acceptance of such deliverable, and Webgility shall have no obligation to correct or re-perform work reflected in an accepted deliverable save in respect of manifest errors;
Maintain independent backup copies of all financial records, independent of the Webgility platform;
Use the Services solely for lawful business purposes and ensure that all data submitted does not infringe third-party rights or violate applicable law; and
Comply with the terms of service and acceptable use policies of all third-party platforms to which Customer connects through the Webgility platform, including but not limited to ecommerce marketplaces and accounting platforms. Customer shall indemnify Webgility against any claims arising from Customer’s breach of such third-party terms.
Customer represents and warrants that it has full legal authority to enter into this Agreement, that its use of the Services shall comply with all applicable laws and regulations, and that all data provided is, to the best of Customer’s knowledge, accurate and complete.
Neither Webgility nor any Accounting Partner shall bear liability for errors or deficiencies in output caused by Customer’s failure to fulfill the obligations set forth above.
5. ALLOCATION OF RESPONSIBILITY
Automation Services
Webgility shall bear sole responsibility for the performance, availability, and accuracy of the Automation Services, subject to the limitations in Section 6.
Managed Accounting Services
Where Customer’s selected Plan includes Managed Accounting Services (as described in Schedule 1), the allocation of responsibility for such services, including the role and obligations of the Accounting Partner, shall be as set out in Schedule 1, Paragraph 4.
Customer Data
The accuracy of all Services output is contingent upon the accuracy and completeness of data received by Webgility from Customer’s connected ecommerce channels and accounting platforms. Webgility does not independently verify Customer Data and shall not be liable for errors, inaccuracies, or deficiencies caused by incomplete, incorrect, corrupted, or untimely data received from Customer or from Customer’s connected platforms. Webgility does not process or assume responsibility for data entered manually by Customer or data that is not connected via the Webgility platform.
6. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES
THE WEBGILITY PLATFORM AND THE AUTOMATION SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WEBGILITY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
To the fullest extent permitted by applicable law, Webgility’s aggregate liability to Customer for any and all claims arising from or related to this Agreement or the Services, whether in contract, tort, statute, or otherwise, shall not exceed the total Subscription Fees actually paid by Customer to Webgility in the twelve (12) calendar months immediately preceding the first event giving rise to the claim. For the avoidance of doubt, this cap applies in the aggregate to all claims under this Agreement (including claims arising from the Automation Services and, where applicable, the Managed Accounting Services) and is not a per-incident cap.
With respect to Supplementary Packages, Webgility’s aggregate liability for any and all claims arising from or related to a Supplementary Package shall not exceed the total fee actually paid by Customer for that specific Supplementary Package.
IN NO EVENT SHALL WEBGILITY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, WHETHER BASED IN CONTRACT, TORT, STATUTE, OR ANY OTHER THEORY, EVEN IF WEBGILITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 6 SHALL NOT APPLY TO: (A) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 8; (B) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7; (C) CUSTOMER’S BREACH OF SECTION 10 (CONFIDENTIALITY, DATA PRIVACY, AND INTELLECTUAL PROPERTY); OR (D) CLAIMS ARISING FROM A PARTY’S WILFUL MISCONDUCT OR FRAUD.
Without limiting the generality of the foregoing, Webgility does not warrant the accuracy, completeness, or timeliness of any tax calculations, financial reports, or reconciliations generated by the Services. Customer is solely responsible for verifying all output before reliance, filing, or submission to any governmental authority.
The Parties acknowledge that the foregoing limitations reflect a mutually agreed and reasonable allocation of commercial risk and constitute an essential element of the basis of the bargain hereunder.
7. INDEMNIFICATION
Customer shall defend, indemnify, and hold harmless Webgility and its officers, directors, employees, agents, and assigns from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to:
Customer’s breach of any representation, warranty, or obligation under this Agreement;
Customer’s violation of applicable law in connection with its use of the Services;
Any data breach or security incident to the extent caused by Customer’s failure to maintain adequate security of its platform access credentials or connected accounts;
The inaccuracy, incompleteness, or unlawfulness of data or information provided by Customer; or
Customer’s negligence or willful misconduct.
Webgility shall defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Webgility platform, as delivered by Webgility and used by Customer in accordance with this Agreement, directly infringes a valid and enforceable U.S. patent, copyright, trademark, or trade secret. This obligation: (i) is subject to the aggregate liability cap in Section 6; (ii) does not apply to claims arising from Customer modifications, use in combination with third-party software not provided by Webgility, or Customer Data; and (iii) requires Customer to promptly notify Webgility in writing of any such claim, cooperate in the defense, and grant Webgility sole authority to defend or settle.
If the Webgility platform becomes, or in Webgility’s reasonable opinion is likely to become, the subject of an infringement claim, Webgility may, at its sole option and expense: (a) procure for Customer the right to continue using the platform; (b) modify the platform so that it becomes non-infringing without materially reducing functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate Customer’s subscription and refund any prepaid Subscription Fees for the unexpired portion of the then-current subscription term.
8. SUBSCRIPTION AND PAYMENT
All Plans are offered exclusively on a recurring subscription basis, billed in advance at the Subscription Fee applicable to Customer’s selected Plan and billing cycle (monthly or annual). Supplementary Packages are not subject to this Section 8 and are governed by the payment terms set out in Schedule 2.
Auto-Renewal: By accepting this Agreement, Customer expressly authorizes Webgility to automatically renew Customer’s subscription and charge Customer’s payment method on file at each renewal date until the subscription is cancelled pursuant to Section 9. Webgility will provide Customer with a reminder notice not less than thirty (30) days prior to each renewal date.
Non-Refundable Fees: All Subscription Fees paid are non-refundable, except: (i) as required by applicable law; or (ii) annual plan subscribers who cancel within 30 days of initial signup are entitled to a full refund. Monthly and quarterly subscription fees are not refundable under any circumstances.
Plan Allowances and Overage Fees: Subscription plans are subject to order allowances in Customer’s selected plan. If Customer exceeds its monthly order allowance, overage fees will apply as detailed on Webgility’s pricing page.
Fee Modifications: Webgility may modify Subscription Fees upon not less than thirty (30) days’ prior written notice. Continued use following the effective date of any modification shall constitute acceptance thereof.
Taxes: Customer shall be solely responsible for all applicable taxes, levies, or duties imposed on amounts payable hereunder, excluding taxes on Webgility’s net income.
Payment Disputes: Customer agrees to resolve any billing dispute by contacting billing@webgility.com, using the cancellation process in Section 9, or contacting Webgility at s before initiating a chargeback with its payment provider. Initiating a chargeback without first contacting Webgility in respect of a valid, undisputed subscription charge shall constitute a material breach of this Agreement, entitling Webgility to suspend or terminate Customer’s access to the Services in addition to any other remedies available.
9. TERM AND TERMINATION
This Agreement commences on the date of electronic acceptance and continues on a rolling subscription basis until terminated:
Cancellation by Customer: Customer may cancel by submitting a request to billing@webgility.com or through the customer portal at portal.webgility.com. Cancellation requests must be received at least seven (7) days prior to the subscription renewal date. Cancellation takes effect at the end of the then-current billing period; no refund shall be issued for any unused portion except as provided in Section 8.
Suspension or Termination by Webgility: Webgility may immediately suspend access for non-payment; terminate for material breach uncured within ten (10) days of written notice; or terminate upon thirty (30) days’ advance notice if the applicable Service offering is discontinued or if Webgility otherwise determines, in its reasonable discretion, that it is unable to continue providing the Services to Customer.
Upon termination, all subscription rights cease. Webgility shall deliver all work product completed through the termination date. Customer is solely responsible for exporting its data prior to the effective date of termination. Webgility shall retain Customer Data for thirty (30) days post-termination (“Retention Period”). During the Retention Period, Customer may export its Customer Data using the tools available in the Webgility platform. Upon expiry of the Retention Period, Webgility may permanently delete all Customer Data in its systems and shall have no obligation to retain, return, or recover such data thereafter. Webgility shall use commercially reasonable efforts to direct the Accounting Partner to return or delete any Customer Data in the Accounting Partner’s possession upon termination. Sections 5, 6, 7, 9, 10, 11, and 12 of this Part B, Section 16 of Part A (General Provisions), and (with respect to Supplementary Packages) the corresponding provisions in Schedule 2, along with any provisions intended by their nature to survive termination, shall survive termination or expiry of this Agreement, or completion or abandonment of any Supplementary Package, indefinitely.
10. CONFIDENTIALITY, DATA PRIVACY, AND INTELLECTUAL PROPERTY
Confidentiality
Each Party shall hold the other’s confidential information in strict confidence and shall not disclose it to third parties except as necessary to perform this Agreement or as required by law, applying no less than a reasonable standard of care. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain confidential indefinitely.
Customer Data and Privacy
Customer retains ownership of its financial data (“Customer Data”). Customer hereby grants Webgility (and, where Schedule 1 applies, the Accounting Partner) a limited, non-exclusive licence to access, transmit, and process Customer Data, including to Webgility’s authorised sub-processors, solely for the purpose of delivering the Services. Customer acknowledges and consents to the transfer of Customer Data to Accounting Partners located outside the United States, including in India, for the purpose of performing the Managed Accounting Services. Webgility may use aggregated, de-identified, and anonymized data derived from Customer Data for internal platform analytics, product improvement, benchmarking, and the development of new features and services. Such aggregated data shall not identify Customer or any individual. All data handling is governed by Webgility’s Privacy Policy (available at [URL], incorporated herein by reference), including compliance with applicable U.S. federal and state privacy laws, including the California Consumer Privacy Act (CCPA). To the extent Customer Data is processed outside the United States, Webgility shall ensure that appropriate safeguards are in place to protect such data in accordance with applicable law. Webgility employs industry-standard administrative, technical, and physical security measures to protect Customer Data from unauthorized access. In the event of a confirmed data breach affecting Customer Data, Webgility will notify Customer without undue delay and in accordance with applicable law, including applicable U.S. state breach notification requirements.
Intellectual Property
The Webgility platform, software, and methodologies remain Webgility’s exclusive property. Customer receives a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the platform solely for its internal business purposes during the subscription term. Customer shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the platform. All deliverables produced from Customer Data by the Accounting Partner vest in Customer upon full payment of applicable Subscription Fees.
11. FORCE MAJEURE
Neither Party shall be in breach of or liable under this Agreement for any delay or failure in performance to the extent caused by events or circumstances beyond its reasonable control, including acts of God, governmental actions, pandemics, infrastructure failures, or third-party platform disruptions. The affected Party shall provide prompt written notice and use commercially reasonable efforts to resume performance as soon as practicable. If a force majeure event continues for a period of sixty (60) or more consecutive calendar days, either Party may terminate this Agreement upon written notice to the other Party, and Webgility shall refund any prepaid Subscription Fees for the unexpired portion of the then-current subscription term.
12. DISPUTE RESOLUTION AND GOVERNING LAW
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-law principles.
Claims Limitation Period
Any claim or cause of action arising out of or related to the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose, or it shall be forever barred.
Dispute Resolution
Good-Faith Negotiation. The Parties agree that, prior to initiating any formal dispute resolution proceedings, they shall first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof (a “Dispute”) through good-faith negotiations. Either Party may initiate such negotiations by providing written notice to the other Party describing the Dispute in reasonable detail. The Parties shall negotiate in good faith for a period of thirty (30) days following receipt of such notice (“Negotiation Period”).
Binding Arbitration. If the Dispute is not resolved during the Negotiation Period, either Party may submit the Dispute to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be in the County of [San Diego], State of California. The arbitration shall be conducted on an individual basis, and the arbitral award shall be final and binding upon the Parties, and enforceable in any court of competent jurisdiction.
Arbitration Opt-Out: Customer may opt out of the binding arbitration provision by sending written notice to legal@webgility.com within thirty (30) days of first accepting this Agreement. The notice must include Customer's name, email address associated with the account, and a clear statement that Customer wishes to opt out of binding arbitration. If Customer opts out, disputes shall be resolved in accordance with the governing law and jurisdiction provisions above. Opting out of arbitration shall not affect any other provision of this Agreement.
Court Proceedings. Notwithstanding the foregoing, either Party may seek interim or preliminary injunctive relief, or other equitable remedies from a court of competent jurisdiction located within the County of [San Diego], State of California, to protect its rights pending completion of arbitration.
CLASS ACTION WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER IRREVOCABLY WAIVES ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING AGAINST WEBGILITY. ALL CLAIMS SHALL BE BROUGHT SOLELY IN CUSTOMER’S INDIVIDUAL CAPACITY.
Notwithstanding the foregoing, either Party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm, without waiving the right to arbitration for all other claims.
13. LEGACY PLANS AND GRANDFATHERED CUSTOMERS
Application to legacy plans: Customers on Legacy Plans shall continue to be governed by this Agreement. For the purpose of determining which Schedules apply to a Legacy Plan Customer, Webgility shall categorise each Legacy Plan based on the scope of services the Customer was receiving immediately prior to the effective date, as follows:
Legacy Plans that included only the Automation Services (or equivalent functionality), regardless of accounting platform, shall be categorised such that Part A and Part B apply and no Schedules are activated.
Legacy Plans that included any form of managed bookkeeping, accounting review, or Accounting Partner involvement (however described) shall be categorised such that Part A, Part B, and Schedule 1 apply.
Webgility shall notify Legacy Plan Customers of their categorisation under the new structure within [thirty (30)] days of the effective date of this Agreement.
Grandfathered pricing: Where a Customer was promised in writing specific pricing terms (whether as to rate, discount, or fee structure) prior to the effective date of this Agreement (“Grandfathered Pricing”), such Grandfathered Pricing commitments shall be honoured for the duration specified in the original commitment, after which standard pricing shall apply.
Upgrades from Legacy Plans: If a Legacy Plan Customer upgrades to a current Plan, the Customer shall be deemed to have accepted this Agreement in its entirety (including the applicable Schedules) as of the date of upgrade. Any Grandfathered Pricing shall cease to apply upon upgrade unless Webgility expressly confirms otherwise in writing.
14. EXISTING CUSTOMER MIGRATION
Existing customers (subscribed prior to the effective date of this Agreement): This Agreement supersedes and replaces all prior versions of the Webgility terms of service, effective as of the signing date. Existing customers are deemed to have accepted this Agreement by continuing to use the Services after the effective date. If an existing customer does not agree to this Agreement, the customer may cancel its subscription in accordance with Section 9 prior to the effective date.
Upgrade to a Plan that activates a Schedule: If an existing Customer who is currently on a Plan that does not include Managed Accounting Services upgrades to a Plan that includes Managed Accounting Services, the relevant Schedule shall be automatically activated upon upgrade without requiring separate acceptance.
15. MODIFICATIONS
We may modify Part B of this Agreement upon thirty (30) days’ prior notice. Your continued use of the Services after updated terms become effective constitutes acceptance of the updated terms.
CUSTOMER ACCEPTANCE ☐ I have read and agree to the Agreement (including all applicable Schedules), including the auto-renewal terms applicable to my selected Plan. I acknowledge that my subscription will automatically renew at the end of each billing period at the then-current Subscription Fee, and my payment method on file will be charged automatically, unless I cancel prior to the renewal date in accordance with Section 9. By clicking “I Agree,” Customer: (i) confirms it has read and understood this Agreement in its entirety, including Part A, and Parts B and C (if applicable); (ii) agrees to be legally bound by all terms herein; (iii) represents it has full authority to enter into this Agreement; and (iv) expressly consents to the automatic renewal of its subscription as described above. This acceptance constitutes a legally binding electronic signature under the E-SIGN Act (15 U.S.C. § 7001), the Uniform Electronic Transactions Act (UETA), and applicable state law. I AGREE — PROCEED TO SERVICE SUPPLEMENTARY PACKAGE PURCHASE (if applicable) ☐ I have read, understood, and agree to the scope and pricing of the Supplementary Package selected at checkout. I acknowledge that the Supplementary Package is a one-time engagement, that payment is due in full at the time of purchase, and that this purchase is non-refundable once work has commenced, except as required by applicable law. By clicking “Purchase,” Customer confirms the Supplementary Package purchase and agrees to be bound by the applicable provisions of this Agreement in respect thereof.
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PART C — SERVICE-SPECIFIC SCHEDULES
SCHEDULE 1: MANAGED ACCOUNTING SERVICES
This Schedule applies only if Customer’s selected Plan includes Managed Accounting Services.
1. APPLICABILITY
The Managed Accounting Services comprise either the Books Check Service or the Books Done Service, depending on Customer’s selected Plan.
2. BOOKS CHECK SERVICE
A quarterly ecommerce books review service delivered by Webgility, either directly or through a qualified Accounting Partner, which includes:
Quarterly review of Customer’s ecommerce books; and
Written findings report with recommendations.
The scope, format, and delivery timeline of the quarterly review shall be as communicated to Customer at the time of Plan selection or as set out on Webgility’s pricing page.
1. BOOKS DONE SERVICE
A managed ecommerce bookkeeping service delivered by Webgility, either directly or through a qualified Accounting Partner, which may include:
Ecommerce-focused month-end close;
Reconciliation of ecommerce sales and marketplace payouts; and
End-to-end ecommerce bookkeeping.
All deliverables produced under the Books Done Service are prepared for internal business purposes only and do not represent audited, reviewed, or compiled financial statements. The specific scope and deliverables of the Books Done Service shall be as set out in Customer’s selected Plan.
1. ACCOUNTING PARTNER PROVISIONS
The Managed Accounting Services are delivered by qualified independent accounting professionals selected, screened, and managed by Webgility (“Accounting Partners”). Webgility is responsible for the delivery and overall quality of the Managed Accounting Services as provided under this Agreement, subject to the limitations set forth in Section 6 of Part B. Webgility screens all Accounting Partners for QBO ProAdvisor certification and relevant ecommerce accounting qualifications prior to engagement.
Webgility will notify Customer of the identity of its assigned Accounting Partner prior to or upon commencement of the Managed Accounting Services and will facilitate direct communication between Customer and the Accounting Partner for day-to-day service delivery matters. Where applicable, Webgility may deliver the Managed Accounting Services directly through its own in-house accounting team, in which case references to “Accounting Partner” in this Agreement shall be, mutatis mutandis, read as references to Webgility’s internal team.
2. CROSS-BORDER DATA TRANSFERS
Customer acknowledges that the performance of the Managed Accounting Services and any Supplementary Package may require the transfer of Customer Data (including historical financial data) to Accounting Partners located in India or other jurisdictions outside the United States. Webgility shall ensure that any such transfer is subject to: (a) contractual obligations requiring the Accounting Partner to implement and maintain administrative, technical, and physical safeguards equivalent to those maintained by Webgility; (b) restrictions on use of Customer Data to the sole purpose of delivering the Managed Accounting Services or the applicable Supplementary Package; and (c) compliance with applicable data protection laws in both the United States and the receiving jurisdiction.
3. LIMITED WARRANTY FOR MANAGED ACCOUNTING SERVICES
Notwithstanding the warranty disclaimers in Section 6 of Part B (which apply to the Automation Services and the Webgility Platform), Webgility warrants that the Managed Accounting Services will be performed in a commercially reasonable and professional manner by Accounting Partners (as defined in Paragraph 4 of this Schedule). This limited warranty is the exclusive warranty applicable to the Managed Accounting Services, and all other warranties with respect to the Managed Accounting Services are hereby disclaimed.
4. MID-CYCLE CANCELLATION
For the Books Done Service: If cancellation falls mid-close cycle, Webgility will deliver a final partial deliverable through the cancellation date at no additional charge, but Customer shall not be entitled to a refund for that period.
For the Books Check Service: If cancellation falls mid-quarter, Customer shall not be entitled to a refund for the current quarter, but shall receive the quarterly review deliverable for the period through the cancellation date.
5. DELIVERABLE ACCEPTANCE
For Managed Accounting Services deliverables, delivery shall be deemed to have occurred upon Webgility’s provision of the completed deliverable to Customer (whether by posting to the Webgility platform, email, or other agreed method). Customer shall review and notify Webgility of any errors in accordance with Clause 4.3 of Part B.
SCHEDULE 2: SUPPLEMENTARY PACKAGES
This Schedule applies only if Customer purchases a one-time Supplementary Package. If Customer has not purchased a Supplementary Package, this Schedule does not apply and should be disregarded.
1. SCOPE
Webgility may, from time to time, offer Supplementary Packages, including a one-time ecommerce books cleanup service comprising any or all of the following (as scoped to Customer’s setup at the time of purchase):
Multi-channel reconciliation, inventory and SKU correction;
Fee and payout validation and documentation rebuild;
Dollar-denominated reconciliation gap report, channel by channel;
Chart of Accounts review and setup for Customer’s ecommerce workflows; and
Webgility platform configuration, ready to go live.
The specific scope and deliverables of each Supplementary Package shall be as communicated to Customer at the time of purchase.
2. PAYMENT
Supplementary Packages are one-time, fixed-scope engagements subject to separate pricing as communicated to Customer at the time of purchase. Payment for Supplementary Packages is due in full at the time of purchase unless otherwise agreed in writing. Supplementary Packages are non-refundable once work has commenced, except as required by applicable law.
3. NO AUTO-RENEWAL
Supplementary Packages are not subject to auto-renewal. The subscription-related provisions of Section 8 of Part B (including recurring billing, auto-renewal, cancellation notice periods, and refund provisions) do not apply to Supplementary Packages.
4. CUSTOMER OBLIGATION: DATA PROVISION
In connection with any Supplementary Package, Customer shall provide Webgility with all historical financial data, platform access credentials, and supporting documentation reasonably required for the scope of work, within ten (10) business days of purchase (or such other period as communicated by Webgility at the time of purchase). Delays in Customer’s provision of required data or access may result in corresponding delays in delivery, for which Webgility shall bear no liability.
5. DELIVERABLE ACCEPTANCE
For Supplementary Packages, delivery shall be deemed to have occurred upon Webgility’s written confirmation to Customer (including by email) that the scoped work has been completed. Customer shall review and notify Webgility of any errors in accordance with Clause 4.3 of Part B.
6. CANCELLATION AND ABANDONMENT
Once a Supplementary Package has been purchased and work has commenced, Customer may not cancel for a refund. If Webgility is unable to complete a Supplementary Package due to circumstances within its control, Webgility shall refund any fees paid for the incomplete portion of the scoped work. If Webgility is unable to complete a Supplementary Package due to Customer’s failure to provide required data or access within a reasonable timeframe (being not less than thirty (30) days from the date of purchase), Webgility may deem the Supplementary Package abandoned, in which case no refund shall be due.
7. APPLICABLE PROVISIONS
All provisions of Part B (other than those expressly excluded in this Schedule 2) shall apply to Supplementary Packages mutatis mutandis, including Sections 4, 5, 6, 9, 10, 11, and 12.