Client Agreement

§1 Order of Precedence and Governing Version

The following documents form one integrated agreement:

1. Individually signed Client Agreement, Order Form, or other signed service-specific agreement
2. Statement of Work or service-specific written scope, if any
3. Client Agreement
4. Terms of Service
5. Refund Policy
6. Disclaimer
7. Privacy Policy

If there is a conflict, the higher-priority document controls.

For a paid booking, the version of this Client Agreement, the Terms of Service, the Refund Policy, the Disclaimer, and the Privacy Policy in effect at the time of booking will govern that booking, unless a later update is required by law or is more favorable to the client.

This Client Agreement may be updated for future bookings by posting an updated version and updating the "Last Updated" date. A signed service-specific agreement may be amended only by a writing signed by both parties.

§2 Parties and Acceptance

Service Provider: eSellerFit LLC, a New York limited liability company.

Client: The individual or entity purchasing the services.

If the purchaser is an entity, the person accepting this Agreement represents that they have authority to bind that entity.

By affirmatively confirming acceptance on the booking page before proceeding to payment, the client agrees to this Client Agreement and the integrated agreement formed by all documents listed in Section 1. eSellerFit may rely on electronic records such as a checkbox confirmation, timestamp, session record, transaction record, and related booking or payment records as evidence of assent.

§3 Services

eSellerFit provides online advisory and consulting services for e-commerce sellers and prospective marketplace participants. Services may include calls, intake questionnaires, diagnostic tools, written summaries, strategy dossiers, and related communications.

The exact scope of a purchased service is determined by:

• the service description at the time of purchase;
• any checkout description or order confirmation;
• any written scope provided by eSellerFit; and
• this Client Agreement.

§4 Advisory Services Only

The services are advisory and educational in nature. eSellerFit does not provide legal, tax, accounting, investment, or regulated professional advice, and does not guarantee results.

You remain solely responsible for business decisions, implementation, compliance, product claims, taxes, marketplace activity, customer dealings, and all outcomes.

§5 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, fiduciary, franchise, or similar relationship. Neither party may bind the other without written authorization.

§6 Payment

Unless otherwise agreed in writing:

• payment is due in advance;
• payment is processed through a third-party processor such as Stripe;
• prices are in U.S. dollars; and
• taxes, currency conversion fees, bank fees, and similar charges are the client's responsibility unless the law requires otherwise.

Refund rights are governed by the Refund Policy and any higher-priority signed agreement.

§7 Scheduling; Rescheduling; No-Shows

A scheduled session time is reserved specifically for the client.

Client cancellations and rescheduling are governed by the Refund Policy, except that:

• one complimentary reschedule may be offered, in eSellerFit's discretion, for a paid session if requested promptly and in good faith, subject to availability and the Refund Policy;
• additional rescheduling may be declined or may require an administrative rebooking fee if disclosed in advance.

If eSellerFit must reschedule, eSellerFit will offer a new time or the applicable refund remedy under the Refund Policy.

§8 Scope Boundaries

Unless expressly included in writing, the purchased service does not include:

• ongoing advisory support after delivery;
• unlimited follow-up questions;
• unlimited revisions;
• implementation services;
• negotiations with marketplaces, vendors, or third parties;
• legal review, accounting work, or compliance analysis;
• creation of investor materials, formal financial models, or regulated advice.

Unless otherwise stated in writing:

• one purchased advisory package covers one business concept or one reasonably related scope;
• support after delivery, if any, is limited to brief clarification questions for 7 calendar days after delivery;
• revisions, if any, are limited to correction of factual mistakes or material mismatch to purchased scope, not changes in business direction or new analysis requested after delivery.

§9 Client Cooperation

The client agrees to provide timely, accurate, and complete information reasonably requested for the services.

If the client delays intake, fails to provide necessary information, or becomes unresponsive for 14 consecutive days, eSellerFit may pause the engagement. If unresponsiveness continues for 30 consecutive days, eSellerFit may close the engagement and treat work completed to date as earned under the Refund Policy.

§10 Delivery

Unless otherwise agreed in writing, deliverables are provided electronically by email or a comparable electronic method.

A written deliverable is considered delivered when it is sent to the email address on file or otherwise made electronically available to the client, whether or not the client opens, downloads, reviews, or attends a follow-up call.

If a service includes both a written deliverable and a call, the written deliverable controls for completion purposes unless a higher-priority signed agreement states otherwise.

§11 Intellectual Property and License

eSellerFit retains all ownership of its pre-existing and underlying intellectual property, including frameworks, methodologies, templates, scoring logic, tools, prompts, structures, and know-how.

Upon full payment, the client receives a limited, non-exclusive, non-transferable license to use the final deliverable internally for the client's own business planning and decision-making. This license may be revoked only upon the client's material breach of this Agreement, the Terms of Service, or any written usage restriction applicable to the deliverable.

Unless eSellerFit expressly agrees otherwise in writing, the client may not:

• resell or sublicense the deliverable;
• publish or redistribute it to the public;
• use it to train or power a competing service;
• remove branding or authorship notices; or
• share it outside the client's internal team and bona fide professional advisors or contractors who have a need to know for the client's internal use and are subject to confidentiality obligations.

§12 Client Materials

The client retains ownership of client-owned materials and information submitted to eSellerFit. The client grants eSellerFit a limited license to use those materials to provide the services, maintain records, enforce agreements, and improve services in aggregated or de-identified form.

The client represents that it has the right to provide all submitted materials and that use of those materials for the services will not violate law or third-party rights.

§13 Confidentiality

"Confidential Information" means non-public business, personal, technical, commercial, or strategic information disclosed by one party to the other in connection with the services, whether in writing, orally, visually, or electronically, that a reasonable person would understand to be confidential.

Confidential Information does not include information that:

• is or becomes public through no breach of this Agreement;
• was already lawfully known to the receiving party without duty of confidentiality;
• is lawfully received from a third party without confidentiality restriction; or
• is independently developed without use of the other party's Confidential Information.

Each party will:

• use the other party's Confidential Information only as reasonably necessary for the relationship;
• protect it using reasonable care; and
• disclose it only to personnel, contractors, or advisors with a need to know and appropriate confidentiality obligations.

A receiving party may disclose Confidential Information if required by law or legal process, provided it gives notice when legally permitted.

eSellerFit may refer to generalized learnings, trends, and de-identified insights derived from engagements, provided no client is reasonably identifiable.

§14 No Separate NDA Required

Unless otherwise agreed in writing, this Agreement provides the parties' confidentiality obligations for ordinary service delivery. eSellerFit is not required to sign a separate NDA, though it may choose to do so.

§15 Third-Party Services

eSellerFit may use third-party services such as Stripe, Zoom, scheduling tools, cloud storage, and analytics tools. Those providers operate under their own terms and privacy policies. eSellerFit is not responsible for third-party outages or policies, but may rely on such providers to perform the services.

§16 Disclaimers

The services are based on information supplied by the client, publicly available information, third-party tools, and professional judgment. eSellerFit does not guarantee completeness, accuracy, market performance, profitability, account approval, or business success.

The Disclaimer and Terms of Service contain additional important limitations.

§17 Limitation of Liability

To the maximum extent permitted by law, eSellerFit's total liability arising out of or relating to the services or this Agreement will not exceed the amount the client paid for the specific paid service giving rise to the claim.

To the maximum extent permitted by law, eSellerFit will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost opportunity, or business interruption.

Nothing in this Agreement excludes liability that cannot be excluded under applicable law.

§18 Indemnification

The client agrees to indemnify, defend, and hold harmless eSellerFit LLC, its owner, affiliates, contractors, and representatives from and against third-party claims, losses, liabilities, damages, judgments, and reasonable attorneys' fees arising out of or related to:

• client products, services, advertising, marketplace activity, or business operations;
• client breach of this Agreement or the Terms of Service;
• client violation of law or third-party rights; or
• materials or information supplied by the client.

§19 Force Majeure

Neither party will be liable for delay or failure to perform caused by events beyond reasonable control, including illness, internet or platform outages, cyber incidents, acts of government, natural disasters, severe weather, labor disruptions, war, terrorism, or similar events.

If a force majeure event materially affects scheduling or delivery, the parties will try in good faith to reschedule. If that is not reasonably possible, eSellerFit will refund the undelivered portion of the affected paid service.

§20 Termination

eSellerFit may terminate or refuse service for cause if the client:

• breaches this Agreement or related policies;
• provides false or misleading information;
• misuses tools or deliverables;
• engages in abusive, threatening, or unlawful conduct; or
• materially interferes with service delivery.

The client may stop using the services at any time, but refund rights, if any, are governed by the Refund Policy and any signed higher-priority agreement.

Sections that by their nature should survive termination will survive, including payment obligations, intellectual property restrictions, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and recordkeeping provisions.

§21 Electronic Records

The parties agree to transact electronically. Electronic signatures, order confirmations, email approvals, and similar records may be used as evidence of the agreement and performance.

§22 Dispute Resolution; Governing Law; Venue

This Agreement is governed by the laws of the State of New York, without regard to conflict of laws rules.

Before filing suit, the parties will first attempt in good faith to resolve any dispute through written notice and informal discussion for at least 30 days.

Either party may request non-binding mediation in Westchester County, New York. If mediation is not pursued or does not resolve the dispute, any legal action must be brought exclusively in the state courts located in Westchester County, New York, or in the United States District Court for the Southern District of New York, and each party consents to that venue and jurisdiction.

Nothing in this section prevents either party from seeking temporary injunctive or equitable relief in a court of competent jurisdiction.

§23 Notices

Formal notices under this Agreement may be sent by email to the addresses on file. Notice is effective when sent, provided the sender used the correct address and did not receive a bounce-back or similar failure notice.

eSellerFit notice email: contact@esellerfit.com

§24 Assignment; No Waiver; Severability

The client may not assign this Agreement without eSellerFit's prior written consent. eSellerFit may assign this Agreement in connection with a merger, reorganization, financing, or sale of assets.

No waiver is effective unless in writing. A failure to enforce a provision is not a waiver.

If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be enforced to the maximum extent permitted.

§25 Entire Agreement

This Client Agreement, together with the Terms of Service, Refund Policy, Disclaimer, Privacy Policy, and any incorporated service-specific writing, constitutes the entire agreement between the parties on the subject matter covered.

§26 Contact

eSellerFit LLC
Email: contact@esellerfit.com