Terms & Conditions

01. Acceptance of Terms

By accessing, browsing, or utilizing the website located at https://xinflux.com, booking a discovery consultation, requesting a marketplace audit, or entering into a Statement of Work (SOW) with XINFLUX LLC (“XINFLUX”, “we”, “us”, or “our”), you (“Client”, “User”, or “you”) agree to be legally bound by these Terms & Conditions.

If you are accepting these Terms on behalf of a company, brand, or other legal entity, you represent and warrant that you have full legal authority to bind that entity to this agreement. If you do not agree with any part of these Terms, you must not access our website or engage our agency services.

02. Scope of Agency Services

XINFLUX LLC provides high-performance multi-channel eCommerce management, strategic consulting, digital advertising management, and catalog optimization for brands operating across digital marketplaces, including but not limited to:

• Amazon Management: Full-service account operations, Amazon PPC (Sponsored Products, Brands, Display, DSP), A/B listing optimization, brand store architecture, and catalog health.
• TikTok Shop Management: Shop onboarding, creator affiliate collaboration management, live shopping strategy, product showcase optimization, and TikTok Shop advertising.
• Walmart Marketplace Management: Walmart Connect sponsored search advertising, catalog synchronization, rich media optimization, and multi-channel fulfillment guidance.
• Discovery Audits & Consultations: In-depth account, margin, and advertising profitability evaluations.

The specific deliverables, fees, milestones, and timelines for each client engagement are detailed in a mutually executed Statement of Work (SOW) or Service Agreement, which incorporates these Terms by reference.

03. Independent Status & Marketplace Disclaimers

References to third-party marketplaces on our website, in our case studies, or during consultations are made strictly for descriptive purposes to identify the commercial platforms on which our agency provides optimization and management services.

04. Client Responsibilities & Account Access

To enable XINFLUX to deliver effective management services, the Client agrees to:

• Provide Authorized User Access: Grant appropriate secondary user permissions or API authorizations through official seller dashboards. Under no circumstances should the Client provide primary account root passwords.
• Maintain Account Standing: Ensure that all marketplace seller accounts, product listings, and corporate registrations comply with applicable laws, marketplace Terms of Service, and intellectual property requirements.
• Timely Information: Provide necessary product information, inventory projections, promotional schedules, and brand guidelines in a timely manner.
• Product Compliance: Ensure all products sold are authentic, safe, accurately labeled, and comply with all consumer protection regulations.

05. Fees, Invoicing & Payment Terms

Client agrees to pay the fees set forth in the applicable Statement of Work or Service Agreement. In accordance with Google best practices for commercial transparency:

• Transparent Fee Structure: Service fees may consist of monthly management retainers, performance incentives based on verified Net Revenue or GMV growth, or one-time project fees as specified in writing.
• Invoicing & Due Dates: Monthly retainers are invoiced in advance and are due upon receipt or within the net terms specified in the SOW (typically Net 7 or Net 15).
• Advertising Spend: Advertising spend (such as Amazon PPC ad budgets, Walmart Connect spend, or TikTok ad spend) is paid directly by the Client to the respective marketplace platform and is separate from XINFLUX agency service fees.
• Late Payments: Overdue balances may accrue interest at the rate of 1.5% per month or the maximum rate permitted by Texas law, whichever is lower. Continued failure to pay may result in temporary suspension of agency services.

06. Cancellation, Refund & Termination Policy

We strive for long-term, high-trust partnerships with clear contractual terms:

• Notice Period: Standard monthly agency retainers operate on a month-to-month or defined term basis as specified in your SOW, typically cancellable by either party with 30 days’ written notice prior to the renewal date.
• Custom Services & Retainers: Because agency services involve immediate allocation of senior personnel, proprietary strategy development, and manual optimization hours, monthly retainer fees for completed or actively progressing service periods are non-refundable.
• Discovery Audits: In the event that a specialized discovery audit is purchased, it becomes non-refundable once the audit analysis and strategy document have been delivered.
• Transition & Deliverables Handoff: Upon termination, XINFLUX will ensure a professional and seamless transition: all active campaigns, created listing copy, and creative assets remain fully intact in the Client’s seller accounts.

07. Intellectual Property & Brand Asset Ownership

We believe in absolute clarity regarding intellectual property:

• Client Ownership: The Client retains 100% exclusive ownership of its trademarks, logos, brand assets, product photography, listing copy customized for its brand, and proprietary product formulations.
• Agency Ownership: XINFLUX retains exclusive ownership of its internal operating procedures, proprietary optimization frameworks, spreadsheet models, bidding algorithms, marketing workflows, and agency-side software tools.
• Case Study Usage: Unless otherwise agreed in a written NDA or SOW, XINFLUX may reference the Client’s brand name and generalized growth metrics (e.g., percentage growth in ROAS or revenue) in portfolio showcases and case studies.

08. Confidentiality & Trade Secrets

Both parties agree to treat all non-public business, technical, financial, and operational information disclosed during the relationship as strictly confidential. XINFLUX will not disclose your internal unit economics, wholesale costs, supplier identities, or private sales volume to competitors or unauthorized third parties.

09. Performance Disclaimers & Truth in Advertising

In compliance with FTC guidelines and Google Ads honesty standards:

10. Limitation of Liability

To the maximum extent permitted by applicable law, neither XINFLUX LLC nor its directors, employees, or contractors shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, lost revenue, lost data, business interruption, or costs of substitute services, arising out of or related to our services or website.

In no event shall the total aggregate liability of XINFLUX LLC for any and all claims arising under this agreement exceed the total amount of agency service fees actually paid by the Client to XINFLUX during the three (3) months immediately preceding the event giving rise to liability.

11. Indemnification

Client agrees to defend, indemnify, and hold harmless XINFLUX LLC, its officers, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Client’s products, inventory, or product liability claims; (b) infringement of third-party intellectual property by materials provided by Client; or (c) Client’s violation of marketplace seller policies or applicable laws.

12. Third-Party Platform Outages & Enforcement

XINFLUX is not responsible for marketplace platform disruptions, technical API outages, arbitrary seller account suspensions, or automated policy enforcement initiated by Amazon, Walmart, TikTok, or other third-party platforms. In the event of an automated marketplace issue, XINFLUX will provide diligent guidance and documentation to assist the Client in resolving the matter through official platform appeals.

13. Governing Law & Dispute Resolution

These Terms & Conditions and any dispute arising out of or relating to our services shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law provisions.

Any legal action, suit, or proceeding arising under or related to these Terms shall be instituted exclusively in the state or federal courts located in Williamson County, Texas, and each party irrevocably submits to the personal jurisdiction of such courts.

14. Entire Agreement & Severability

These Terms, together with any executed Statement of Work and our Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof, superseding all prior oral or written agreements. If any provision of these Terms is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

15. Legal Notice & Contact Details

For questions regarding these Terms & Conditions, contract notices, or formal legal communications, please contact XINFLUX LLC: