STOCKMYGOODS
SMG Terms of Service
1. About these terms
These terms are the agreement between PARTS N MORE INC, doing business as StockMyGoods ("SMG", "we", "us"), 9602 Eday Dr, Spring, Texas 77379, United States, and the company that holds an SMG account ("your company", "you"). They cover SMG Platform, the sign-in that opens SMG's services, and the services your company uses through it, such as SMG Commerce and SMG Cloud (together, "the Services").
Some services have their own terms as well:
- SMG Marketplace has its own terms, which your company agrees to in SMG Marketplace before buying or selling. For anything on SMG Marketplace, those terms apply, and where they differ from these, they win.
- SMG WMS (portal.stockmygoods.com) is covered by the agreement your company made for it, not by these terms.
Our Privacy Policy is part of these terms. It explains what personal data we hold, why, how it is protected and how long it is kept.
2. For businesses only
The Services are for businesses, used for their business. They are not offered to consumers, and no one under 18 may use them. The person who agrees to these terms for your company confirms they are allowed to bind it.
3. Your company's account and its people
- Your company's owner decides who in the company has a login and what each person may do. Your company is responsible for what is done under its account and for its people following these terms.
- Every person has their own login. Logins and passwords are never shared. SMG will never ask anyone for a password.
- Every login uses two-step sign-in. If you think someone has used your company's account without permission, tell us straight away through Contact Us.
- Keep your company's details with us (name, owner, address) accurate and up to date.
4. Connecting your marketplace stores
- Your own stores only. Connect only stores that belong to your company, or that their holder has allowed your company to connect.
- No marketplace passwords. A store is connected on the marketplace's own pages, in the way the Services show. SMG never asks for, accepts or stores your marketplace password. If someone else should work in your marketplace account, use the marketplace's own tools for that.
- What SMG does with a connected store. The Services read your store's information, such as orders, listings, stock and payouts, to show it to your company. They change something on the marketplace only when someone in your company asks them to through a feature of the Services, for example sending a tracking number. SMG asks a marketplace only for the permissions the Services use.
- One store, one company. A store can be connected to only one SMG company at a time. We may refuse or remove a connection we reasonably believe your company isn't entitled to.
- Disconnecting. You can remove SMG's access at any time in the marketplace's own settings. SMG then stops reading that store.
- The marketplaces are independent. Each marketplace is a separate business and is not part of these terms, except as section 6 says for eBay. A marketplace can change or stop its connection, limit it, or act on your marketplace account. We will show your company when a connection needs attention, but SMG is not responsible for a marketplace's decisions.
5. The marketplaces' rules still apply to you
Using SMG changes nothing in your company's agreements with a marketplace. Your company keeps following each marketplace's own agreements and policies, and must not use the Services to do anything they don't allow. If we learn that a connection is being used against a marketplace's rules, we may pause it and will tell your company why, unless the marketplace or the law stops us.
6. eBay
- You are bound by eBay's API License Agreement. When your company connects an eBay store, your company and its people are users of SMG's eBay application ("Your Users" in eBay's API License Agreement, published at developer.ebay.com/join/api-license-agreement and changed by eBay from time to time). Your company agrees, for itself and its people, to be bound by and follow that agreement as it applies to Your Users.
- eBay can enforce these terms. eBay Inc. is a third-party beneficiary of these terms and may enforce any of them directly against your company and its people, including by ending their access to eBay content or eBay's APIs through SMG.
- Revocable. Your company's use of eBay's APIs through SMG can be withdrawn at any time, by eBay or by SMG.
- No direct API control. Every call to eBay goes through SMG's own application keys, which are never shared with you. You have no programmatic control over any eBay API through SMG, and must not try to get SMG's keys or get around eBay's limits.
- eBay data. You must not use data from eBay obtained through SMG in any way eBay's API License Agreement forbids, including selling it or using it to train AI or other algorithms.
- Breach. A breach of eBay's API License Agreement by your company or its people is a breach of these terms. SMG may pause or end your company's eBay connection straight away if eBay requires it or limits SMG's access, or if your company's use puts SMG's agreement with eBay at risk.
- Account closure. When eBay tells SMG that an eBay account has been closed, SMG deletes that connection and the data read through it, as the Privacy Policy describes. Your company's SMG account stays.
7. Amazon
When your company connects an Amazon store, your company keeps following Amazon's own agreements and policies for sellers. SMG uses the information Amazon provides only to provide the Services to your company, handles it as Amazon's policies for developers require, and does not ask Amazon for your buyers' names, addresses or contact details.
8. Your data
- Your data is yours. Your company owns the information in its account: its store data, files and records. You allow SMG to store and process it only to provide the Services to your company, keep them secure, and follow the law.
- Your buyers' data. For your buyers' personal data in your orders, your company decides what it is used for and SMG processes it for your company, as the Privacy Policy explains (section 2.2 there).
- What we never do. SMG does not sell your data, use it for advertising, use your buyers' data for its own purposes, or combine your company's data with other companies' data to make comparisons or statistics.
- SMG staff. SMG's staff tools do not show your buyers' names, addresses, notes or messages. SMG staff look at your company's records only when your company asks, to deal with a security incident, or when the law requires it.
- Security incidents. If a security incident may have exposed your company's data, we tell you without unreasonable delay and give you the information you reasonably need.
- Downloads. Where a service offers downloads, your company can download its data at any time, including before it closes its account.
- How long data is kept, and erasure: see the Privacy Policy.
9. Using the Services properly
Your company and its people must not:
- use the Services unlawfully or against a marketplace's rules;
- connect a store your company isn't entitled to connect;
- copy, change, reverse-engineer or resell the Services, or let anyone outside your company use them;
- reach the Services by automated means other than the features we provide, or try to get around a limit, access control or security measure;
- test the Services' security without SMG's written permission (report a concern through Contact Us).
10. Fees
Fees for each service are those in your company's plan or agreed with SMG in writing, in US dollars, plus any sales tax that applies. SMG emails your company's owner at least 30 days before a price change applies.
11. Availability and changes to the Services
We work to keep the Services available but do not promise they will always be available, error-free or uninterrupted. Services change over time. If a change takes away something your company's plan relies on, we tell you in advance where we reasonably can. Anything marked "Coming soon", preview or test may change or be withdrawn.
12. Pausing or ending
- Your company can stop using the Services and ask us to close its account at any time through Contact Us.
- SMG may pause all or part of the Services for your company if these terms are broken, if a marketplace requires it, if your company's use puts the Services' security at risk, or if the law requires it. Where practical we tell you first and give you a chance to fix the problem.
- SMG may end the Services for your company with 30 days' notice by email, or straight away for a serious breach of these terms.
- When the agreement ends, access ends, and the Privacy Policy explains what happens to the data. Sections 6, 8, 13, 14, 16 and 17 continue to apply afterwards.
13. No warranties
Information from a marketplace is shown as the marketplace supplied it, and SMG is not responsible for errors in it. Figures, reconciliations and downloads the Services produce are business tools, not accounting, tax or legal advice. Your company remains responsible for its own records and filings. Apart from what these terms say, the Services are provided as is and as available, and SMG gives no other warranty, including of merchantability or fitness for a particular purpose, to the extent the law allows.
14. Limit on SMG's liability
To the extent the law allows, SMG is not liable for indirect, incidental, special, consequential or punitive losses, or for lost profits, revenue, data or goodwill. SMG's total liability to your company for all claims is limited to the greater of US$100 or the fees your company paid SMG for the Services in the 12 months before the claim. This does not limit any liability the law does not allow to be limited.
15. Indemnity
Your company will defend SMG and pay SMG's losses and reasonable legal fees for claims, including a marketplace's, that arise from:
- its breach of a marketplace's rules or of eBay's API License Agreement;
- a store it connected without being entitled to;
- its use of its buyers' personal data without a lawful basis;
- its breach of these terms or of the law.
16. Confidentiality
Each side keeps the other's non-public information confidential and uses it only for these terms. This doesn't apply to information that is public through no fault of the side receiving it, that it already knew, that it developed itself, or that it received lawfully from someone else.
17. Law and courts
These terms are governed by the laws of the State of Texas. Any dispute with SMG about the Services is decided in the state or federal courts located in Harris County, Texas.
18. Changes to these terms
These terms carry a version number and date. SMG may change them by emailing the new version to your company's owner and admins at least 30 days before it applies, or sooner if a marketplace or the law requires it. Using the Services after that date means accepting the new version.
19. Agreeing, and notices
These terms apply when your company uses the Services. Your company's owner or an admin may be asked to agree to them in SMG Platform, for example before connecting a store. SMG then records who agreed, when and which version. SMG sends notices to your company's owner by email. Write to SMG through Contact Us, or by post to the address in section 1.
20. General
These terms, the Privacy Policy and anything agreed in writing for your company are the whole agreement about the Services. Neither side may transfer these terms without the other's consent, except that SMG may transfer them to a business that takes over the Services. If part of these terms can't be enforced, the rest still applies. Not enforcing a term is not a waiver. Neither side is liable for delays caused by events beyond its reasonable control. Apart from eBay under section 6, no one else may enforce these terms. eBay, Amazon and Newegg are trademarks of their owners. SMG is not affiliated with, endorsed by or sponsored by any of them.
