Terms of Service

1. Acceptance of terms

These Terms of Service (the “Terms”) form a binding agreement between Multigraphite Enterprises LLC, a Florida limited liability company with its principal office at 7901 4th St N, STE 33435, St. Petersburg, FL, 33702 (“Multigraphite,” “we,” “us,” or “our”), and the business or individual acting on behalf of a business that accesses or uses the Service (“Customer” or “you”).

By requesting access to, registering for, authorizing the Multigraphite application to connect to your Amazon account, or otherwise using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity. The Service is intended for business use only and is not offered to consumers.

2. Definitions

• “Service” means Multigraphite’s hosted software platform for automated FBA inventory auditing, fee and dimension monitoring, and ledger reconciliation, together with associated reports, documentation, and support, as made available by us.
• “Amazon” means Amazon.com, Inc. and its affiliates, and “SP-API” means the Amazon Selling Partner API.
• “Amazon Terms” means the terms, agreements, and policies that govern your Amazon seller account and the SP-API, including the Amazon Services Business Solutions Agreement, the Acceptable Use Policy, and the Data Protection Policy, each as amended from time to time.
• “Customer Data” means data obtained from your Amazon Selling Partner account through the SP-API and data you otherwise submit to the Service.
• “Output” means reports, findings, and analyses generated by the Service from Customer Data.
• “Subscription” means your paid, recurring right to use the Service under the plan you select.

3. Service scope

3.1 Description of the Service

The Service connects to your Amazon Selling Partner account using read-only SP-API authorization and performs automated scans to (a) audit inbound shipments by comparing quantities shipped with quantities received, (b) monitor recorded item dimensions, weights, and associated fulfillment fees, and (c) reconcile FBA inventory ledger events. The Service delivers Output in the form of discrepancy reports and related records.

3.2 Standard Platform Tier

The Standard Platform Tier includes automated scans and discrepancy reporting, as described on our website at the time of your Subscription. We may modify, improve, or discontinue features of the Service from time to time. If we make a change that materially reduces the functionality of your paid plan, we will give you at least thirty (30) days’ notice, and you may cancel your Subscription and receive a pro rata refund of prepaid fees for the unused portion of the current billing period.

3.3 Nature of the Service

The Service is an analytical and reporting tool. It is read-only: it does not submit claims, reimbursement requests, or cases to Amazon, and it does not modify your Amazon account, listings, prices, shipments, or inventory. You are solely responsible for reviewing Output and for deciding whether and how to act on it, including any communications with Amazon. Multigraphite does not provide legal, accounting, tax, or financial advice.

3.4 Availability and support

We will use commercially reasonable efforts to make the Service available, excluding scheduled maintenance, events outside our reasonable control, and unavailability of Amazon’s APIs or other third-party systems. Support is provided by email at enterprise@multigraphite.com during ordinary business hours (Eastern Time), excluding U.S. federal holidays. No specific uptime commitment is made unless set forth in a separate written agreement signed by both parties.

4. Accounts and authorization

• Eligibility. You must be a business entity, or an individual acting on behalf of one, that holds a valid Amazon Selling Partner account in good standing and is at least eighteen (18) years of age.
• Accuracy. You agree to provide accurate and current registration information and to keep it up to date.
• Authorization. You authorize Multigraphite to access and process Customer Data through the SP-API solely to provide the Service. You represent and warrant that you have all rights and authority necessary to grant that authorization, and that doing so does not breach the Amazon Terms or any other agreement binding you.
• Credentials and security. You are responsible for safeguarding your account credentials and for all activity under your account. Notify us promptly at enterprise@multigraphite.com of any unauthorized use or suspected security breach.
• Revocation. You may revoke our SP-API authorization at any time through Seller Central. Revocation will suspend the Service, and your Subscription will remain subject to Section 6 and Section 14.

5. Permitted use

5.1 License

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription term to access and use the Service and Output for your internal business purposes related to your own Amazon Selling Partner accounts.

5.2 Restrictions

You shall not, and shall not permit any third party to:

• Use the Service for the benefit of any third party, or resell, sublicense, lease, or provide the Service to others (including as a service bureau), except as authorized in a written agreement with us;
• Connect the Service to any Amazon account that you do not own or are not duly authorized to manage;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Service, except to the extent such restriction is prohibited by law;
• Circumvent or interfere with any security, authentication, rate-limiting, or access control feature of the Service;
• Introduce malware, or probe, scan, or test the vulnerability of the Service without our prior written consent;
• Access the Service to build a competing product or to benchmark it for public release without our written consent;
• Use the Service in violation of applicable law, the Amazon Terms, or the rights of any third party; or
• Remove or obscure any proprietary notices from the Service or Output.

5.3 Compliance with Amazon Terms

You are responsible for your compliance with the Amazon Terms. If Amazon suspends or terminates your account or our SP-API access, or if continued provision of the Service would violate the Amazon Terms or applicable law, we may suspend the Service without liability.

5.4 Suspension

We may suspend your access to the Service immediately, with notice where practicable, if we reasonably believe you are in breach of Section 5 or are creating a security risk or legal exposure for us or others. We will restore access promptly when the cause of suspension is resolved.

6. Fees and payment

• Subscription fees. The Standard Platform Tier is offered at US $59 per month, or such other fee as is agreed in writing or displayed to you before you subscribe. Fees are stated in U.S. dollars and exclude applicable taxes.
• Billing. Subscriptions are billed monthly in advance and renew automatically for successive one-month periods until cancelled.
• Payment. You authorize us and our payment processor to charge the payment method you provide. If a payment fails, we may notify you and suspend the Service until payment is received.
• Taxes. You are responsible for all sales, use, value-added, and similar taxes arising from your Subscription, other than taxes on our net income.
• Cancellation. You may cancel at any time by emailing enterprise@multigraphite.com. Cancellation takes effect at the end of the current billing period. Except as stated in Section 3.2 or required by law, fees are non-refundable and no credits are given for partial periods.
• Price changes. We may change our fees on at least thirty (30) days’ written notice. The new fees apply from your next renewal following the notice period, and you may cancel before then.
• Late amounts. Undisputed amounts unpaid when due may accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by law, plus reasonable collection costs.

7. Customer data and privacy

As between the parties, you retain all rights, title, and interest in Customer Data. You grant Multigraphite a limited, non-exclusive license during the term of your Subscription to access, process, store, and display Customer Data solely to provide the Service to you, to secure and support the Service, and as required by law.

We process Customer Data in accordance with our Privacy Policy, which includes commitments regarding read-only access, purpose limitation, non-sale of data, encryption in transit and at rest, and retention and deletion. In particular, Multigraphite (a) accesses Customer Data strictly to provide the inventory auditing and ledger reconciliation Service to you, (b) never sells, rents, monetizes, or shares Customer Data with third parties, except for infrastructure providers acting solely on our behalf, disclosures you direct, or disclosures required by law, (c) encrypts Customer Data in transit using HTTPS with TLS 1.2 or higher and at rest using AES-256, and (d) deletes Customer Data on the schedule and by the procedure set out in Section 10 of the Privacy Policy, including upon your written request to enterprise@multigraphite.com. In the event of conflict between these Terms and the Privacy Policy concerning the handling of Customer Data, the provision more protective of Customer Data will control. We may compile and use technical, non-identifying operational metrics about the performance of the Service (which do not include Customer Data or identify you) to maintain and improve the Service.

8. Intellectual property

8.1 Multigraphite property

The Service, including its software, algorithms, reconciliation logic, user interfaces, documentation, trademarks, logos, and all improvements and derivatives, and all intellectual property rights in them, are and remain the exclusive property of Multigraphite and its licensors. Except for the limited rights expressly granted in Section 5.1, no rights are granted to you by implication, estoppel, or otherwise.

8.2 Output

Subject to your payment of applicable fees, we grant you a perpetual, non-exclusive, royalty-free right to use, copy, and retain Output for your internal business purposes. Output incorporates Customer Data, which remains yours, and Multigraphite’s underlying methodologies, which remain ours.

8.3 Feedback

If you provide suggestions or feedback about the Service, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use it for any purpose without obligation to you. Feedback will not include or be deemed to include Customer Data.

8.4 Third-party marks

Amazon, Fulfillment by Amazon, and Selling Partner API are trademarks of Amazon.com, Inc. or its affiliates. Multigraphite is not affiliated with or endorsed by Amazon.

9. Confidentiality

Each party (the “Recipient”) may receive non-public information of the other party (the “Discloser”) that is designated confidential or that a reasonable person would understand to be confidential, including, in the case of the Customer, Customer Data (“Confidential Information”). The Recipient will use Confidential Information only to perform its obligations or exercise its rights under these Terms, will protect it using at least the degree of care it uses for its own similar information and no less than reasonable care, and will not disclose it except to employees, contractors, and advisors who need to know and are bound by comparable obligations.

Confidential Information does not include information that is or becomes public through no fault of the Recipient, was known to or independently developed by the Recipient without use of the Discloser’s information, or was rightfully received from a third party without restriction. The Recipient may disclose Confidential Information to the extent required by law, after giving the Discloser prompt notice (where legally permitted) and reasonable cooperation in seeking protective treatment. These obligations continue for three (3) years after termination, and for as long as any Customer Data remains in our possession.

10. Third-party services

The Service depends on Amazon’s APIs and data, over which we have no control. We do not warrant the accuracy, completeness, or timeliness of data provided by Amazon, and Output is only as accurate as the underlying Amazon data. Changes to, delays in, or interruptions of Amazon’s systems, APIs, or policies may affect the Service, and we are not responsible for them. Your use of Amazon services is governed by the Amazon Terms, and any dispute with Amazon is solely between you and Amazon.

11. Disclaimer of warranties

Each party represents that it has the legal power and authority to enter into these Terms. We will provide the Service in a professional manner consistent with generally accepted industry standards.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND MULTIGRAPHITE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITATION, MULTIGRAPHITE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL DISCREPANCIES WILL BE IDENTIFIED, THAT OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT ANY CLAIM OR DISPUTE WITH AMAZON WILL RESULT IN REIMBURSEMENT OR ANY PARTICULAR OUTCOME.

12. Limitation of liability

12.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO MULTIGRAPHITE FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.

12.3 Exceptions. The limitations in this Section 12 do not apply to (a) a party’s indemnification obligations under Section 13, (b) a party’s gross negligence, fraud, or willful misconduct, (c) your payment obligations, (d) your breach of Section 5.2, or (e) any liability that cannot be limited or excluded under applicable law.

12.4 Basis of the bargain. The parties acknowledge that the fees reflect the allocation of risk in these Terms and that the limitations above are an essential basis of the bargain between them.

13. Indemnification

By Customer. You will defend, indemnify, and hold harmless Multigraphite and its members, managers, officers, employees, and agents from and against third-party claims, and resulting damages, liabilities, fines, costs, and expenses (including reasonable attorneys’ fees), arising from (a) your breach of Section 4 or Section 5, (b) your violation of applicable law or the Amazon Terms, or (c) a claim that Customer Data, or our use of it as authorized by these Terms, infringes or violates the rights of a third party.

By Multigraphite. We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes a United States patent, copyright, or trademark, or misappropriates a trade secret, and will pay damages, costs, and reasonable attorneys’ fees finally awarded or agreed in settlement. If such a claim is made or is likely, we may modify the Service, procure the right for you to continue using it, or terminate the affected Subscription and refund prepaid fees for the unused period. We have no obligation for claims arising from Customer Data, from modification of the Service by anyone other than us, or from use of the Service in breach of these Terms. This paragraph states our entire liability for infringement claims.

Procedure. The indemnified party must give the indemnifying party prompt written notice of a claim, sole control of the defense and settlement (provided that no settlement may impose liability or admission on the indemnified party without its consent, not to be unreasonably withheld), and reasonable cooperation at the indemnifying party’s expense.

14. Term and termination

• Term. These Terms begin when you first accept them and continue while you have an active Subscription or use the Service.
• Termination for convenience. You may terminate by cancelling your Subscription in accordance with Section 6. We may terminate the Service to any Customer on thirty (30) days’ written notice, in which case we will refund prepaid fees for the period after termination.
• Termination for cause. Either party may terminate these Terms upon written notice if the other party materially breaches them and fails to cure the breach within thirty (30) days after receiving notice of it. We may terminate immediately if you breach Section 5.2 or if required by law or by Amazon.
• Effect of termination. Upon termination, your right to use the Service ends, we will stop accessing your Amazon account, and you must pay all fees accrued before the effective date. We will delete Customer Data in accordance with the retention and deletion procedures in our Privacy Policy. Before termination takes effect, you may export your Output.
• Survival. Sections 1, 2, 6 (as to accrued amounts), 7 (as to retained data), 8, 9, 11, 12, 13, 15, 16, and any other provisions that by their nature should survive will survive termination.

15. Governing law and jurisdiction

Governing law. These Terms, and any dispute or claim arising out of or relating to them or the Service, are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Jurisdiction and venue. Each party irrevocably submits to the exclusive jurisdiction of the state courts located in Pinellas County, Florida, and the United States District Court for the Middle District of Florida, Tampa Division, for the resolution of any dispute arising out of or relating to these Terms, and waives any objection to venue or inconvenient forum in those courts.

Informal resolution. Before initiating a formal proceeding, the parties agree to attempt in good faith to resolve any dispute by written notice to the other party and negotiation for at least thirty (30) days. This does not prevent either party from seeking injunctive or other equitable relief to protect its intellectual property or Confidential Information.

Jury waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS.

Limitations period. Any claim arising out of these Terms must be brought within two (2) years after the cause of action arises, except for claims for unpaid fees or infringement or misappropriation of intellectual property.

16. General provisions

• Entire agreement. These Terms, together with the Privacy Policy and any order or written agreement signed by both parties, are the entire agreement regarding the Service and supersede all prior understandings on that subject.
• Changes to these Terms. We may update these Terms from time to time. We will notify you of material changes by email to your account address or by posting a notice on our website at least thirty (30) days before they take effect. Continued use of the Service after that date constitutes acceptance. If you do not agree, you may cancel your Subscription before the effective date.
• Assignment. You may not assign these Terms without our prior written consent, except to a successor to substantially all of your business or assets that agrees in writing to be bound by them. We may assign these Terms in connection with a merger, acquisition, or sale of assets, or to an affiliate.
• Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including natural disasters, government action, labor disputes, internet or utility failures, or failures of third-party services such as Amazon’s systems.
• Notices. Notices to us must be sent to the address in Section 17, with a copy by email. Notices to you may be sent to the email address associated with your account and are effective when sent.
• Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in effect. A failure to enforce a provision is not a waiver of it.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. There are no third-party beneficiaries.
• Export and sanctions. You will not use the Service in violation of U.S. export control or sanctions laws.
• Electronic communications. You consent to receive communications from us electronically and agree that electronic communications satisfy any legal requirement that communications be in writing.

17. Contact

Questions about these Terms may be directed to: