Terms and conditions

Effective Date: September 15, 2025

Welcome to Delexi. These Terms of Service ("Terms") govern your access to and use of the Delexi software platform and services (collectively, the "Service") provided by Delexi Inc. ("we," "us," or "our").

Please read these Terms carefully. By accessing or using our Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not use the Service.

Our services

Delexi is a Software-as-a-Service (SaaS) platform that functions as a Commercial Decision Engine for e-commerce operators on the Amazon marketplace. The Service provides data analysis, portfolio management tools, ROI (Return on Investment) simulations, and intelligent advertising automation.

The Service is currently available exclusively for the Amazon US marketplace.

Access and User Accounts

To use the Service, you must be granted an account by us, typically following a product demonstration and execution of a service agreement. You agree to:

  • Provide accurate, current, and complete information during the onboarding process.
  • Be solely responsible for all activities that occur under your account.
  • Maintain the security of your account password and credentials. You must notify us immediately of any unauthorized use of your account.

Fees and Payment

Access to the Service requires payment of subscription fees. All fees will be set forth in a separate Service Agreement or Order Form. You agree to pay all applicable fees as they become due. All fees are non-refundable except as required by law or as otherwise stated in your Service Agreement. Late payments may result in the suspension or termination of your access to the Service.

User Data and Permissions

This section is critical to our relationship. We are custodians of your data, not owners.

  • Data Ownership: You retain all rights, title, and ownership of all data, information, and content you provide or that is accessed from your Amazon Seller Central account in connection with your use of the Service (“User Data”).
  • API Connection: To use the Service, you must authorize Delexi to access your Amazon Seller Central account via Amazon’s Selling Partner API (SP-API) and the Amazon Advertising API. This connection grants us permission to retrieve and process your User Data.
  • Limited License to Us: You grant us a limited, non-exclusive, worldwide, royalty-free license to use, process, copy, display, and distribute your User Data solely for the purpose of providing and improving the Service to you.
  • Confidentiality: We will treat your User Data as confidential and will not disclose it to third parties, except as required to provide the Service or as required by law.
  • Anonymized Data: We may use anonymized and aggregated User Data for statistical analysis, industry reporting, and to improve our algorithms and service offerings. This aggregated data will in no way identify you or your business.

Intellectual Property Rights

The Service, including its software, source code, design, branding, and all related intellectual property, is and will remain the exclusive property of Delexi Inc. and its licensors. You may not use our trademarks or trade dress without our prior written consent.

User Conduct and Restrictions

You agree not to use the Service for any purpose that is illegal or prohibited by these Terms. You shall not:

  • Reverse engineer, decompile, or otherwise attempt to discover the source code of the Service.
  • Resell, sublicense, or otherwise make the Service available to any third party.
  • Use automated systems (bots, scrapers) to access or extract data from the Service in a way not intended by the user interface.
  • Interfere with or disrupt the integrity or performance of the Service.

Dependence on Third-Party Services

The Service is dependent on the availability and proper functioning of third-party services, primarily the Amazon SP-API and the Amazon Advertising API. We are not responsible for any issues, delays, or failures caused by Amazon or any other third party. Changes made by Amazon to its APIs may affect the features and availability of our Service.

Term and Termination

These Terms will remain in effect until terminated by either you or us.

  • Termination by You: You may terminate your account and these Terms by providing written notice to us.
  • Termination by Us: We may suspend or terminate your access to the Service at any time, with or without cause, including for non-payment of fees or violation of these Terms.
  • Effect of Termination: Upon termination, your right to use the Service will cease immediately. We will make your User Data available for export for a period of thirty (30) days, after which it will be permanently deleted.

Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE FORECASTS, SIMULATIONS, OR RECOMMENDATIONS PROVIDED BY THE SERVICE WILL BE ACCURATE, RELIABLE, OR RESULT IN ANY SPECIFIC BUSINESS OUTCOME, PROFIT, OR REVENUE. THE SERVICE IS A DECISION-SUPPORT TOOL, AND YOU ARE SOLELY RESPONSIBLE FOR THE BUSINESS DECISIONS YOU MAKE.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Delexi Inc., ITS DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE.

IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THE SERVICE EXCEED THE TOTAL AMOUNT OF FEES YOU PAID TO US IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnification

You agree to defend, indemnify, and hold harmless Delexi Inc. from and against any claims, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to your use of the Service or your violation of these Terms.

Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the Province of British Columbia, Canada, without regard to its conflict of law provisions. Any disputes arising from these Terms shall be resolved through binding arbitration in Vancouver, British Columbia, in accordance with the applicable commercial arbitration laws of British Columbia.

Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will provide you with notice through the Service or by email thirty (30) days prior to the changes taking effect. Your continued use of the Service after such changes constitutes your acceptance of the new Terms.

Contact Information

If you have any questions about these Terms, please contact us at:

Delexi Inc.
567 Clarke Rd, Coquitlam, BC V3J 0K7, Canada
Email: admin@delexi.ai