MPower Promo Terms of Service

Effective Date: May 12, 2026

Welcome to MPower Promo, Inc. (“MPower Promo,” “we,” “our,” or “us”). These Terms of Service (“Terms”) govern your access to and use of our websites, services, applications, software, hosted websites, supplier tools, advertising products, and related offerings (collectively, the “Services”). By accessing or using the Services, creating an account, submitting an order, launching a campaign, adding a payment method, or otherwise using any MPower Promo offering, you agree to be bound by these Terms. If you do not agree, you may not use the Services.

1. Eligibility

You must be at least 18 years old and able to enter into legally binding agreements to use the Services. By using the Services, you represent and warrant that you meet these requirements.

2. Changes to Terms and Services

We may modify these Terms or the Services, including pricing, features, or content, at any time. When changes are material, we will provide notice, such as by posting on our site, through the Services, or via email. Your continued use of the Services after changes take effect constitutes your acceptance of the updated Terms. If you do not agree, you must stop using the Services.

3. Accounts

You may need an account to use certain Services. You agree to provide accurate, current, and complete information and to keep your login credentials secure. You are responsible for all activity that occurs under your account.

4. Supplemental Terms; Supplier Services

Certain Services may be subject to additional terms, order forms, statements of work, product-specific terms, supplier terms, advertising terms, payment processor terms, or other written agreements between you and MPower Promo (collectively, “Supplemental Terms”). Supplemental Terms are incorporated into these Terms by reference. If there is a conflict between these Terms and applicable Supplemental Terms, the Supplemental Terms will control with respect to the applicable Service.

If you are a supplier, vendor, advertiser, marketplace participant, or other business using supplier-facing Services, including without limitation supplier websites, product listing services, catalog management tools, order-processing tools, distributor-facing websites, data feeds, integrations, PromoStandards-related services, sponsored product placements, banner ads, promoted listings, or other advertising services, your use of those Services is also governed by the MPower Promo Supplier Terms, available at supplier terms, and any applicable order form or written agreement.

By using supplier-facing Services, submitting supplier content, processing orders, launching advertising campaigns, or adding a payment method, you represent that you are authorized to bind the supplier or business entity on whose behalf you act.

5. Subscriptions and Fees

Certain Services require a paid subscription or usage fees. Prices and payment terms are provided at the time of purchase. We may change pricing or subscription terms at any time, with changes applying beginning with your next billing cycle. Unless otherwise stated, subscriptions automatically renew until canceled.

Payment Authorization. If you provide a payment method, you authorize MPower Promo and its third-party payment processors to charge that payment method for all amounts due, including subscriptions, setup fees, usage fees, supplier service fees, website fees, advertising spend, campaign budgets, overages, taxes, late fees, and other charges described in the Services, an order form, invoice, or applicable Supplemental Terms.

Third-Party Payment Processors. Payment processing may be provided by third-party payment processors, including Stripe or its affiliates. Your use of payment processing functionality may be subject to the applicable payment processor’s terms, policies, and requirements. MPower Promo is not responsible for payment processor outages, declines, holds, reserves, account limitations, or other processor actions.

Supplier and Advertising Charges. Supplier-facing Services and advertising services may be billed on a subscription, usage, campaign, auction, cost-per-click, cost-per-impression, flat-fee, monthly invoice, prepaid, or other basis described in the Services, an order form, invoice, or applicable Supplemental Terms. You are responsible for all charges incurred by your account and authorized users.

AI Features and Usage-Based Billing. Certain AI features made available through the Services, including without limitation image generation, image vectorization, and other AI-powered tools, may be billed on a usage basis. AI usage may be measured in credits, requests, or other usage units as displayed in the Services, on an order form, pricing page, invoice, or other applicable billing documentation. Unless otherwise stated by MPower Promo in writing, one (1) credit equals $0.01.

Usage Measurement and Dashboard Records. AI usage is tracked by MPower Promo and may be displayed in one or more usage dashboards or reports within the Services, including at the user level and distributor or account level. You agree that MPower Promo’s usage records, logs, dashboards, and billing data will control for purposes of determining usage and fees unless you notify us of a good-faith billing dispute within thirty (30) days after the applicable invoice date.

Monthly Invoicing in Arrears. Unless otherwise stated in an order form or other written agreement, AI usage fees are billed monthly in arrears. This means usage incurred during a calendar month may be invoiced at the beginning of the following month for the prior month’s usage. You are responsible for paying all invoiced amounts in accordance with the payment terms stated on the applicable invoice or order documentation.

Responsibility for Authorized Users. You are responsible for all AI usage incurred under your account, including usage by your employees, contractors, agents, and other authorized users. Where a distributor, company, or other account administrator provides users access to the Services, all usage incurred by those users may be billed to the applicable distributor, company, or master account.

Credits, Adjustments, and Refunds. Unless otherwise required by law or expressly approved by MPower Promo in writing, purchased credits, usage fees, and AI-related charges are non-refundable. MPower Promo may, in its sole discretion, issue credits, billing adjustments, or usage corrections in the event of a verified system error. We do not guarantee that canceled, retried, partial, or unsuccessful AI requests will automatically result in a refund, reversal, or credit unless we determine that an adjustment is appropriate.

Cancellation. You may cancel your subscription at any time. Unless otherwise required by law, cancellations take effect at the end of your current billing period. You will continue to have access to the subscribed Services through the end of that billing period, and your subscription will not renew for the next billing cycle.

No Prorated Refunds. Unless otherwise required by law, we do not provide refunds or credits for partial billing periods, including for mid-cycle cancellations, unused time, downgrades, unused features, unused credits, or unconsumed usage allowances.

If any payment is not received within thirty (30) days of the due date, we may, at our discretion, charge a late fee of up to five percent (5%) of the outstanding balance per month (or the maximum rate permitted by law, if lower) until the balance is paid in full. In addition to late fees, we may suspend or terminate your account or Services until payment is received.

6. Acceptable Use

You agree not to misuse the Services. Prohibited activities include violating laws or third-party rights, attempting to reverse engineer, scrape, or otherwise interfere with the Services, or using the Services for fraudulent, abusive, or harmful purposes. We may suspend or terminate your access to the Services if you violate these Terms.

You also agree that you will not submit content to AI features unless you have the necessary rights, permissions, and authority to use that content in connection with the Services.

If you submit product data, supplier content, advertising materials, images, logos, pricing, inventory information, product claims, website content, or other business content to the Services, you represent and warrant that you have all necessary rights and permissions to do so, that the content is accurate and lawful, and that the content does not violate any third-party rights, advertising laws, consumer protection laws, intellectual property laws, privacy laws, or other applicable legal requirements.

7. Intellectual Property

All content, software, and materials provided through the Services are owned by or licensed to MPower Promo and are protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable right to use the Services for your internal business purposes only.

You retain ownership of content that you submit to the Services, subject to the rights granted in these Terms and any applicable Supplemental Terms. You grant MPower Promo a worldwide, non-exclusive, royalty-free license to host, use, reproduce, display, distribute, transmit, modify, format, and otherwise process your content as necessary or useful to provide, operate, improve, promote, and support the Services, including supplier websites, product listings, order-processing workflows, integrations, advertising placements, and related functionality.

8. Confidentiality & Data

We respect your privacy. Our use of your data is governed by our Privacy Policy. You agree to keep confidential any non-public information you obtain through the Services.

9. Service Availability Disclaimer

We strive to keep the Services available but do not guarantee uninterrupted, secure, or error-free operation. We may suspend or limit the Services at any time, including for maintenance, upgrades, or unforeseen circumstances. We are not liable for delays, downtime, or data loss.

10. Free Trials and Promotional Offers

If you receive access to free or trial Services, we may modify or terminate such access at any time without notice. Any data or content submitted during a free trial may be lost unless you upgrade to a paid subscription.

11. Disclaimers

The Services are provided “AS IS” and “AS AVAILABLE.” We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

AI Output Disclaimer. AI-generated outputs may be inaccurate, incomplete, inconsistent, or unsuitable for your intended use. You are solely responsible for reviewing, approving, and verifying all AI-generated content, artwork, vectors, text, and other outputs before relying on them for production, distribution, compliance, or other business use.

12. Limitation of Liability

To the maximum extent permitted by law, MPower Promo will not be liable for indirect, incidental, special, consequential, or punitive damages. Our total liability for any claim related to the Services will not exceed the amount you paid us in the twelve (12) months preceding the claim.

13. Indemnification

You agree to indemnify and hold harmless MPower Promo and its affiliates, employees, and agents from any claims, damages, liabilities, costs, and expenses arising out of your use of the Services or violation of these Terms.

14. Export and Compliance

You agree to comply with all applicable export laws, trade restrictions, and sanctions regulations in connection with your use of the Services. You may not use the Services if you are subject to U.S. government sanctions.

15. Termination

We may suspend or terminate your access to the Services at any time, with or without cause or notice. You may cancel your subscription or account at any time; however, cancellation will take effect at the end of your current billing period and, except as required by law, fees paid are non-refundable and we do not provide prorated refunds or credits for partial billing periods.

16. Governing Law, Arbitration & Class-Action Waiver

These Terms are governed by the laws of the State of Utah, without regard to conflict-of-law principles. Any disputes will be resolved through binding arbitration under the rules of the American Arbitration Association. You and MPower Promo agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any class, consolidated, or representative action. If arbitration is found unenforceable, disputes will be resolved exclusively in the state or federal courts located in Salt Lake County, Utah.

17. General Provisions

These Terms, together with any applicable Supplemental Terms, order forms, statements of work, invoices, policies, or written agreements incorporated by reference, constitute the entire agreement between you and MPower Promo regarding the Services.

If any part of these Terms is found unenforceable, the remaining provisions will remain in effect. Our failure to enforce a provision is not a waiver of our rights. You may not assign your rights or obligations under these Terms without our prior written consent.

18. Contact Us

For questions about these Terms, please contact us.

MPower Promo, Inc.