Terms of Service

1. Overview

These Terms of Service ("Terms") are a legal agreement between you ("you" or "User") and 2751629 ALBERTA INC., doing business as MerchLoom ("MerchLoom", "we", "us", or "our"), governing your access to and use of our websites, applications, APIs, and AI-powered image processing services (collectively, the "Service").

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

You must be 18 years of age or older (or the age of legal majority where you live, whichever is greater) to use the Service. If you are under 18 years old (or the age of legal majority where you live), you may not use our Service. If you are a parent or guardian and you believe that your child under the age of 18 is using our Service without your consent, please contact us at support@merchloom.ai.

2. Service Description

MerchLoom provides AI-powered batch image processing tools designed for e-commerce sellers, including but not limited to:

• Background removal and replacement
• Image resizing and format conversion
• AI upscaling and enhancement
• Platform-specific export presets (e.g., Amazon, Etsy, Shopify dimensions)
• Batch processing of multiple images

Platform Disclaimer: MerchLoom is not affiliated with, endorsed by, or partnered with Amazon, Etsy, Shopify, Walmart, eBay, or any other e-commerce platform. Our presets help you meet publicly available technical specifications. Final listing approval is at each platform's sole discretion.

3. User Content & Ownership

3.1 User Content

"User Content" means any images, videos, graphics, or other materials you upload to, or generate with, the Service (including processed images we return to you).

3.2 Ownership

You retain all rights, title, and interest in your original images. We do not claim ownership of your original images or the processed results. You acknowledge that elements generated entirely by AI may not independently qualify for copyright protection under applicable law.

3.3 License to Process

Solely to provide the Service, you grant MerchLoom a worldwide, non-exclusive, royalty-free, non-transferable license to:

• Receive, store, copy, and process your User Content
• Generate, transmit, and temporarily store processed output
• Use content for debugging, security, and abuse detection

We do NOT use your images to train our own AI models, or for marketing or profiling, unless you explicitly opt in to a separate improvement program. Your images are processed by third-party AI providers (see our Privacy Policy); we contract with these providers to process your content only to deliver the Service, but their handling of data is governed by their own terms.

4. Acceptable Use Policy

4.1 You Must Have Rights

You represent and warrant that:

• You own or have all necessary rights to upload and process your User Content
• Your use does not infringe any third party's copyright, trademark, privacy, or publicity rights

4.2 Prohibited Content

You agree NOT to upload, process, or generate:

• Content you do not have permission to use (e.g., copyrighted stock images without license)
• Content that infringes intellectual property, privacy, or publicity rights
• Child sexual abuse material (CSAM) or sexualized depictions of minors
• Non-consensual intimate imagery
• Content inciting violence, terrorism, or hate
• Deepfakes or misleading likenesses without consent
• Content designed to defraud or deceive consumers
• Content violating any applicable law

4.3 Product Accuracy

You may not use the Service to create misleading representations of products. You are responsible for ensuring processed images accurately depict your products.

4.4 Service Abuse

You agree not to:

• Circumvent security or usage limits
• Probe or scan for vulnerabilities
• Use automated systems to overload the Service
• Attempt to access other users' content or data

5. Accounts, Billing & Credits

5.1 Accounts

You must provide accurate information and keep it up to date. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.

5.2 Credits & Fees

• Credits are deducted when processing begins, not based on output quality
• Fees are generally non-refundable unless required by law
• Credits may expire after a specified period disclosed at purchase

5.3 Refund Policy

No refunds are provided for:

• Results you find unsatisfactory
• Output that fails third-party platform validation
• User error in selecting settings or input images

Refunds may be issued only for verifiable technical failures:

• Service failures preventing processing completion
• Duplicate charges caused by system error
• Processing charged but no output file produced

Refund requests must be submitted within 7 days with evidence of technical failure.

5.4 Taxes

You are responsible for applicable taxes arising from your purchases.

6. AI Processing Disclaimers

THE MERCHLOOM SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

6.1 No Quality Guarantee

MerchLoom makes no warranty as to the accuracy, completeness, or reliability of any processed images or AI-generated outputs. You acknowledge that:

• AI processing may produce unpredictable or variable results
• Output quality depends on input quality and factors beyond our control
• Results may vary between identical operations due to the nature of AI
• Third-party AI providers deliver certain capabilities; we are not responsible for their output quality

6.2 User Responsibility

YOU ARE SOLELY RESPONSIBLE FOR:

• Evaluating accuracy and appropriateness of all output for your use case
• Reviewing and validating processed images before use or publication
• Ensuring output complies with applicable laws and platform requirements
• Any consequences arising from your use of or reliance on output

6.3 Acceptance of Output

Processed images are deemed accepted upon download unless you contact support within 7 days with details of a specific technical error. This applies only to verifiable technical failures, not subjective quality concerns or platform rejections.

6.4 Third-Party AI Models

The Service uses third-party AI models to process your images. MerchLoom does not warrant that AI-processed outputs are free from third-party intellectual property claims arising from the training data or methods used by underlying AI model providers. You are solely responsible for evaluating the suitability of processed outputs for your intended use.

6.5 AI-Generated Likenesses & Synthetic Media

The Service can generate, alter, or composite images, including images that depict people, faces, bodies, or other likenesses. These outputs are wholly or partly synthetic and may not accurately represent any real person, product, or event. You understand and agree that:

• You are solely responsible for obtaining all rights, consents, and releases required to generate, use, or publish any image that depicts a real person's likeness, or any trademark, logo, or other protected property.
• Where applicable law requires disclosure that media is AI-generated or digitally altered (including certain advertising, political, and platform rules), you are responsible for providing that disclosure.
• You may not use the Service to create synthetic media that impersonates, defames, or deceives; that depicts a real, identifiable person in a false or misleading manner without their consent; that produces non-consensual intimate imagery; or that sexualizes minors. Such use is prohibited under Section 4.2 and may be reported to authorities.
• MerchLoom does not review, endorse, or verify the accuracy, authenticity, or lawfulness of any generated likeness, and disclaims all liability arising from your generation or use of synthetic media to the maximum extent permitted by law.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERCHLOOM'S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF:

• The total amount paid by you in the 12 months before the claim, OR
• One hundred US dollars ($100)

IN NO EVENT SHALL MERCHLOOM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR DAMAGES ARISING FROM PLATFORM REJECTIONS OR RELIANCE ON OUTPUT.

Some jurisdictions do not allow certain limitations. If these laws apply to you, some limitations may not apply, and you may have additional rights.

8. Indemnification

You agree to indemnify, defend, and hold harmless MerchLoom and its affiliates from any claims, liabilities, damages, and expenses (including attorneys' fees) arising from:

• Your use of the Service
• Your User Content
• Your violation of these Terms
• Your violation of any third-party rights
• Claims asserted against MerchLoom by its service providers or AI processing partners arising from Your User Content or Your use of the Service

9. Copyright Policy (DMCA)

MerchLoom respects intellectual property rights and responds to notices of alleged infringement that comply with the Digital Millennium Copyright Act of 1998 (DMCA).

9.1 Reporting Infringement

If you believe content on MerchLoom infringes your copyright, send a notice to our designated agent with:

• Identification of the copyrighted work claimed to be infringed
• Identification of the allegedly infringing material and its location
• Your contact information (name, address, phone, email)
• A statement that you have a good-faith belief the use is unauthorized
• A statement, under penalty of perjury, that your notice is accurate and you are the copyright owner or authorized agent
• Your physical or electronic signature

9.2 DMCA Agent

Send DMCA notices to MerchLoom's designated agent:

9.3 Repeat Infringers

We will terminate, in appropriate circumstances, the accounts of users who are repeat infringers of intellectual property rights.

10. Termination

You may stop using the Service at any time. To delete your account, contact us at support@merchloom.ai.

We may suspend or terminate your access if:

• You materially breach these Terms
• Required by law or court order
• Your use creates risk or legal exposure for us or other users

Upon termination, your right to use the Service immediately ceases. Provisions that should survive (ownership, disclaimers, liability limits, indemnity) continue to apply.

Unused credits: If we terminate or suspend your account because you breached these Terms, any unused credits are forfeited and non-refundable. If we terminate your account for our convenience (without cause), we will refund the value of your unused credits. Credits have no cash value except as expressly stated here.

11. Changes to Terms

We may update these Terms from time to time. For any material change, we will notify you by email at least 30 days before the change takes effect. The notice will describe the change and its effective date. If you do not agree to a change, you may stop using the Service and close your account before the effective date; continued use of the Service after a change takes effect means you accept the revised Terms. We will always post the current version, with its "Last updated" date, on our website.

12. Governing Law & Disputes

These Terms are governed by the laws of the Province of Alberta, Canada, without regard to conflict of law rules.

Before filing any claim or legal proceeding, the complaining party must provide written notice to the other party describing the dispute and allow 30 days for informal resolution. Notices to MerchLoom should be sent to legal@merchloom.ai.

Any disputes not resolved informally will be resolved through the courts of Alberta, Canada. You agree to submit to the exclusive jurisdiction of the courts located in Alberta for the resolution of any disputes, except where Section 12.1 (Arbitration) applies or where mandatory local consumer-protection law gives you the right to bring proceedings in your own jurisdiction.

12.1 Arbitration & Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS HOW DISPUTES ARE RESOLVED AND MAY LIMIT YOUR RIGHT TO GO TO COURT OR PARTICIPATE IN A CLASS ACTION.

Except for the exclusions and carve-outs below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved through the informal process above shall be resolved by final and binding individual arbitration, rather than in court. You and MerchLoom each waive the right to a trial by jury and the right to participate in a class, collective, consolidated, or representative action.

Exceptions. This Section 12.1 does not apply to: (a) claims that may be brought in small-claims court; (b) claims to enforce or protect intellectual-property rights; or (c) any dispute where arbitration or a class-action waiver is prohibited by the mandatory law that applies to you.

Consumer carve-outs (these override the rest of this section). Nothing in these Terms waives, and this arbitration and class-action-waiver provision does not apply to, any right you have under mandatory consumer-protection law that cannot be waived. In particular: if you are a consumer resident in Quebec, this Section 12.1 does not apply to you and you retain your rights under the Quebec Consumer Protection Act, including the right to bring proceedings before the courts of Quebec; if you are a consumer resident in the European Union, the United Kingdom, or another jurisdiction whose law guarantees access to your local courts, you may bring proceedings in the courts of your place of residence and are not bound by this arbitration clause or class-action waiver. For any consumer to whom a class-action waiver is unenforceable, that waiver is severed and the dispute proceeds in court under Section 12.

30-day opt-out. You may opt out of this Section 12.1 by emailing legal@merchloom.ai with your account email and the statement "I opt out of arbitration" within 30 days of first accepting these Terms. Opting out does not affect any other part of these Terms.

The Service is subject to Canadian export controls and sanctions legislation. You are responsible for compliance with all applicable export control and sanctions laws.

13. Force Majeure

MerchLoom shall not be liable for any delay or failure in performance resulting from causes beyond our reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, government actions, internet or telecommunications failures, cyberattacks, epidemics, labor disputes, and outages or service interruptions caused by third-party AI processing providers, cloud infrastructure providers, or payment processors on which the Service depends.

14. General

14.1 Severability

If any provision of these Terms is found invalid or unenforceable in any jurisdiction, that provision shall be severed and the remaining provisions shall continue in full force and effect.

14.2 Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and MerchLoom regarding the Service and supersede all prior agreements and understandings.

14.3 Waiver

No failure or delay by MerchLoom in exercising any right shall constitute a waiver of that right. A waiver is effective only if in writing and signed by MerchLoom.

14.4 Assignment

You may not assign these Terms or any of your rights or obligations without our prior written consent. MerchLoom may assign these Terms in whole or in part, including in connection with a merger, acquisition, or sale of assets.

15. Contact

If you have questions about these Terms, email us at support@merchloom.ai.