Terms of Service

Effective date: May 22, 2026

These Terms of Service ("Terms") govern your access to and use of the ilgos platform operated by ilgos LLC, a Delaware limited liability company ("ilgos," "we," "us," or "our"), including the website at ilgos.com, web application, and mobile applications (collectively, the "Platform"). By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, do not use the Platform.

1. Definitions

• "Vendor" (or "Distributor"): A business that operates a storefront on the Platform to sell products to its customers.
• "Customer" (or "Buyer"): An individual or business that purchases products from a Vendor through the Platform in a commercial or professional capacity.
• "Manufacturer": A business that manages a product catalog and distributor network on the Platform.
• "Organization": A Vendor or Manufacturer entity, including all team members and associated accounts.
• "User": Any individual who creates an account on the Platform, regardless of role.
• "Content": Any data, text, images, files, or other materials uploaded, submitted, or generated through the Platform.
• "Platform Fee": The transaction-based fee described in Section 4.1.

2. Account Registration and Eligibility

2.1 Eligibility

The Platform is intended for business use. You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of yourself or the entity you represent. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2.2 Account accuracy

You agree to provide accurate, current, and complete information when creating your account and to update that information promptly if it changes. We reserve the right to suspend or terminate accounts that contain materially inaccurate information.

2.3 Account security

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You must notify us immediately at support@ilgos.com if you suspect unauthorized access. We are not liable for losses caused by unauthorized use of your account that is not the result of our negligence.

2.4 Team accounts

Organization owners and administrators may invite team members and assign roles with varying levels of access. The organization owner is responsible for the actions of all team members within their organization and for ensuring that each team member complies with these Terms.

3. The Platform

3.1 What we provide

ilgos provides a software platform that enables Vendors to manage their business operations, including product catalogs, customer relationships, orders, fulfillment, invoicing, and online storefronts. Customers can browse products, place orders, manage their accounts, and communicate with Vendors. Manufacturers can manage their product catalogs and distributor networks.

3.2 We are not a party to transactions

ilgos facilitates transactions between Vendors and Customers but is not a party to those transactions. The sale of products is a direct contractual relationship between the Vendor and the Customer. We do not take title to any products and are not responsible for the quality, safety, legality, pricing accuracy, or delivery of products sold through the Platform. Any disputes between a Vendor and a Customer regarding a transaction must be resolved directly between those parties.

3.3 AI features

The Platform includes AI-assisted features such as an assistant, Smart Order processing (voice, camera, and text-based ordering), product enrichment, and product matching. AI-generated content is provided for informational and convenience purposes and may contain errors, omissions, or inaccuracies. AI outputs reflect automated processing and must be reviewed by a qualified human before being used for pricing, purchasing, fulfillment, compliance, or other material business decisions. You are solely responsible for verifying any AI-generated content before relying on it. We are not liable for actions taken based on AI-generated output.

You should not submit unnecessary sensitive personal information (e.g., government identification numbers, financial account credentials, or protected health information) to AI features. AI features rely on third-party model providers and are subject to the availability and performance of those services.

3.4 Availability and modifications

We strive to maintain high availability of the Platform but do not guarantee uninterrupted access. We may modify, suspend, or discontinue any feature or functionality of the Platform at any time. We will use commercially reasonable efforts to provide advance notice of material changes that affect your use of the Platform.

4. Fees and Payment

4.1 Platform fees

Creating an account and using the Platform is free. We charge a Platform Fee of 1% (capped at $10 per transaction) on orders placed by Customers through the Platform, including via the web application and mobile applications. Orders created directly by the Vendor (e.g., phone orders, in-person sales, counter transactions) are not subject to Platform Fees. Manufacturers and Customers are never charged Platform Fees.

4.2 Payment processing

Online payments are processed by Stripe, Inc. ("Stripe"). By using the payment features, you also agree to Stripe's Terms of Service and Stripe Connected Account Agreement. Stripe's standard processing fees apply in addition to any ilgos Platform Fees. Vendors are responsible for configuring their Stripe Connect account to receive payouts and for any obligations imposed by Stripe. Use of payment features may require acceptance of additional product-specific terms from Stripe or other payment partners.

4.3 Vendor payment responsibilities

Vendors are solely responsible for all refunds, chargebacks, reversals, payment disputes, and customer payment-related claims arising from their sales on the Platform. ilgos is not a party to payment disputes between Vendors and Customers and has no obligation to mediate or resolve such disputes. ilgos is not responsible for payout delays, account reserves, account freezes, or any enforcement actions taken by Stripe or other payment processors against a Vendor's account.

ilgos may deduct, net, invoice, or otherwise collect Platform Fees and any other amounts owed to ilgos from amounts payable to the Vendor, or invoice the Vendor separately at ilgos's discretion.

4.4 Fee changes

We may change our fee structure with at least 30 days' prior notice via email or in-app notification. Continued use of the Platform after the effective date of a fee change constitutes acceptance of the new fees. If you do not agree to a fee change, you may terminate your account before the effective date without penalty.

4.5 Taxes

You are responsible for determining and remitting all applicable taxes related to your use of the Platform and any transactions conducted through it. ilgos is not responsible for collecting, reporting, or remitting sales tax, value-added tax, or any other tax on behalf of Vendors or Customers, unless explicitly required by law.

5. User Conduct

You agree not to:

• Use the Platform for any unlawful purpose or in violation of any applicable law or regulation.
• List, sell, or distribute counterfeit, stolen, hazardous, recalled, or legally prohibited products.
• Impersonate another person or entity, or misrepresent your affiliation with any person or entity.
• Interfere with or disrupt the Platform, servers, or networks connected to the Platform.
• Attempt to gain unauthorized access to other accounts, systems, or data.
• Scrape, mine, or extract data from the Platform by automated means without our prior written consent.
• Use the Platform to send spam, unsolicited messages, or harassing communications.
• Upload malicious code, viruses, or any content designed to interfere with the Platform's operation.
• Reverse engineer, decompile, or disassemble any part of the Platform, except as expressly permitted by applicable law.
• Resell, sublicense, or provide access to the Platform to third parties without our written authorization.
• Circumvent, disable, or otherwise interfere with any security or access-control features of the Platform.
• Use the Platform in a manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use.

We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this section, including removing Content, suspending or terminating accounts, and reporting violations to law enforcement.

6. Content and Intellectual Property

6.1 Your content

You retain ownership of all Content you upload to the Platform. By uploading Content, you grant ilgos a non-exclusive, worldwide, royalty-free, sublicensable license to use, store, reproduce, display, and process that Content solely as necessary to operate, provide, and improve the Platform. This license terminates when you delete the Content or close your account, except for: (a) copies retained in routine backup systems for up to 30 days following deletion; (b) records we are required to retain by applicable law; and (c) Content that has been shared with or incorporated into other Users' accounts as part of normal Platform functionality (e.g., order records).

6.2 Content representations

You represent and warrant that you have all necessary rights, licenses, and permissions to upload your Content to the Platform and to grant the license described in Section 6.1, and that your Content does not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, or other legal rights.

6.3 Standard product catalog

ilgos maintains a shared standard product catalog containing product information, images, descriptions, and specifications contributed by Manufacturers and curated by ilgos. Vendors who link their products to the standard catalog receive access to this shared data. Manufacturers grant ilgos and connected Vendors a non-exclusive, royalty-free license to display, reproduce, and distribute their contributed catalog content within the Platform for the purpose of facilitating product sales and distribution.

In connection with the standard product catalog, ilgos may normalize, structure, classify, enrich, translate, reformat, and otherwise improve catalog data contributed by any party. ilgos may also generate derived metadata, attributes, taxonomy mappings, matching relationships, and other structured data assets from contributed content ("Platform-Generated Data"). Platform-Generated Data is owned by ilgos.

ilgos may use de-identified and aggregated data derived from catalog contributions to improve the Platform and standard catalog for all participants. If a contributing party terminates their account, ilgos will, upon written request, remove that party's proprietary raw submissions (e.g., original images and descriptions uploaded by the party) within a reasonable time, subject to backup retention periods. However, ilgos retains all Platform-Generated Data, including enrichments, normalized structures, and derived relationships, to the extent permitted by applicable law.

6.4 Copyright infringement (DMCA)

If you believe that any Content on the Platform infringes your copyright, you may submit a notice pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512) to our designated agent at legal@ilgos.com. Your notice must include: (a) identification of the copyrighted work; (b) identification of the allegedly infringing material and its location on the Platform; (c) your contact information; (d) a statement that you have a good faith belief that the use is not authorized; and (e) a statement under penalty of perjury that the information in the notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner.

6.5 Our intellectual property

The Platform, including its design, source code, object code, features, functionality, logos, trademarks, and documentation, is owned by ilgos and protected by intellectual property laws of the United States and other jurisdictions. Nothing in these Terms grants you any right to use the ilgos name, logo, or branding without our prior written consent. All rights not expressly granted herein are reserved by ilgos.

7. Privacy

Your use of the Platform is subject to our Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes how we collect, use, share, and protect your information. By using the Platform, you acknowledge that you have read and understood the Privacy Policy and consent to the practices described therein.

8. Vendor Responsibilities

If you operate as a Vendor on the Platform, you additionally agree to:

• Provide accurate and up-to-date product information, pricing, and availability.
• Fulfill orders in a timely manner and communicate with Customers regarding order status, delays, and issues.
• Comply with all applicable laws and regulations regarding the sale, labeling, and shipment of your products, including tax collection and remittance, consumer protection laws, and export controls.
• Maintain adequate insurance for your business operations as required by applicable law.
• Establish and honor a clear return and refund policy, and handle returns, refunds, and disputes with Customers in accordance with that policy and applicable law.
• Keep your Stripe Connect account in good standing for payment processing and comply with Stripe's terms and policies.
• Protect the confidentiality of Customer data that you access through the Platform and use it only for purposes related to fulfilling orders and managing your vendor-customer relationship.
• Promptly respond to any Customer complaints, inquiries, or disputes related to products or services sold through the Platform.

8.1 Regulated products and shipping compliance

Vendors are solely responsible for compliance with all applicable laws, regulations, and industry standards governing the products they sell, including but not limited to: hazardous materials handling and labeling (DOT, OSHA, EPA); Safety Data Sheet (SDS) availability and distribution; restricted or controlled substance regulations; product-specific shipping restrictions (e.g., ground-only, temperature-controlled, or non-mailable items); geographic sales restrictions and territory-specific regulations; and consumer product safety and recall obligations. ilgos does not verify Vendor compliance with product-specific regulations and assumes no liability for a Vendor's failure to comply with applicable requirements.

8.2 Cardholder data and payment-information prohibition

The Platform is configured as a PCI-DSS SAQ-A merchant, meaning Stripe holds all cardholder data and ilgos handles only payment tokens. To preserve this scope, Vendors, their team members, and any agent acting on a Vendor's behalf must NOT enter, paste, upload, dictate, or otherwise submit any of the following into any free-text field on the Platform, including but not limited to customer notes, order notes, product descriptions, internal comments, messages, AI assistant prompts, support tickets, or imported data files:

• Primary Account Numbers (PANs) — i.e., credit card, debit card, prepaid card, or charge card numbers, whether in standard 13–19 digit form, hyphenated, spelled-out, split across lines, or otherwise obfuscated;
• Sensitive Authentication Data (SAD) — including but not limited to CVV, CVC, CID, CVV2, CVC2, security codes, PINs, full magnetic-stripe data, full chip data, or any equivalent value;
• Card expiration dates paired with a PAN or last 4 digits;
• Bank account numbers, routing numbers (ABA / IBAN / BIC / SWIFT), or other payment-instrument identifiers;
• Any other cardholder data or financial account credentials subject to PCI-DSS or comparable payment-card industry standards.

The Platform implements automated detection and redaction of card-data shapes at every input boundary, import boundary, periodic at-rest sweep, and egress boundary. When a high-confidence cardholder-data finding is detected the input is rejected (or the value is redacted to last-4 digits only); the original is never persisted, displayed, logged, or transmitted further. Detection and redaction are best-effort safeguards and do NOT relieve the Vendor of the prohibition in this Section 8.2; a Vendor who circumvents the safeguards (by spelling digits, splitting numbers across rows, or any other technique) is in breach of these Terms regardless of whether the safeguard caught the attempt.

To collect or store payment information, Vendors must use the integrated Stripe payment flow exclusively (see Section 4.2). Phone-payments, paper-form payments, and counter payments collected outside the Platform must be entered through the dedicated payment surfaces, never as free-text in a customer note, order note, or any other field.

Remedy.A Vendor's violation of this Section 8.2 constitutes a material breach of these Terms. In addition to any other remedy available to ilgos under these Terms or applicable law, ilgos may, at its sole discretion and without prior notice: (a) redact the offending data in place and surface the finding to the Vendor for re-collection through Stripe; (b) suspend the Vendor's account or specific Platform features (per Section 14); (c) require the Vendor to acknowledge this Section in writing and pass a brief PCI-handling attestation before access is restored; (d) terminate the Vendor's account (per Section 15.2); and (e) pursue indemnification (per Section 11) for any PCI-DSS fines, scope-reclassification costs, forensic investigation costs, or other damages caused by the breach. The Vendor agrees that injunctive relief, in addition to monetary damages, is an appropriate remedy for a violation of this Section 8.2 because of the irreparable harm a PCI-scope reclassification would cause to the Platform and to all other Vendors on it.

9. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.

WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF ANY INFORMATION PROVIDED THROUGH THE PLATFORM, INCLUDING AI-GENERATED CONTENT, PRODUCT DATA, ANALYTICS, OR ANY OUTPUT PRODUCED BY THE PLATFORM'S FEATURES. YOU ACKNOWLEDGE THAT YOUR USE OF THE PLATFORM AND RELIANCE ON ANY INFORMATION OBTAINED THROUGH IT IS AT YOUR OWN RISK.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, THE WARRANTIES ARE LIMITED TO THE MINIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ILGOS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ILGOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO ILGOS IN PLATFORM FEES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100), UNLESS A DIFFERENT LIABILITY CAP IS EXPRESSLY AGREED IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND ILGOS.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

11. Indemnification

You agree to indemnify, defend, and hold harmless ilgos, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your use of or access to the Platform; (b) your violation of these Terms; (c) your Content or any use thereof; (d) your violation of any rights of a third party, including any intellectual property right, privacy right, or contractual right; (e) any transaction between you and another User of the Platform; or (f) your violation of any applicable law, regulation, or governmental order.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You shall not settle any claim without our prior written consent.

12. Dispute Resolution

12.1 Informal resolution

Before initiating any formal dispute resolution, you agree to first contact us at legal@ilgos.com and attempt to resolve the dispute informally for at least 30 days. Most disputes can be resolved without formal proceedings.

12.2 Binding arbitration

If we cannot resolve a dispute informally, you and ilgos agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Platform (including the formation, validity, enforceability, or breach of these Terms) shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in the State of Delaware. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this agreement is void or voidable.

12.3 Class action waiver

YOU AND ILGOS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING.

12.4 Exceptions to arbitration

Notwithstanding the foregoing, either party may: (a) bring an individual action in small claims court for disputes within the court's jurisdictional limits; or (b) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or confidential information.

12.5 Opt-out right

You may opt out of the arbitration and class action waiver provisions within 30 days of first accepting these Terms by sending written notice to legal@ilgos.com with the subject line "Arbitration Opt-Out" and including your name, email address, and a clear statement that you wish to opt out. If you opt out, disputes will be resolved in the state or federal courts located in the State of Delaware.

13. Governing Law

These Terms and any disputes arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. To the extent that litigation is permitted under these Terms, you consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware.

14. Suspension and Platform Integrity

In addition to our right to terminate accounts under Section 15, ilgos reserves the right to suspend, restrict, or limit access to specific Platform features — including but not limited to payment processing, messaging, product listings, catalog access, storefront visibility, or organization-level access — if we reasonably suspect fraud, abuse, sanctions violations, legal risk, security threats, or other activity that threatens the integrity of the Platform or the safety of other Users. Where practicable, we will notify the affected party of the suspension and the reason for it. Suspension of individual features does not constitute full account termination.

15. Termination

15.1 By you

You may stop using the Platform and request account deletion at any time by contacting us at support@ilgos.com. Vendors must ensure all outstanding orders are fulfilled and payments are settled before requesting account deletion. We will confirm deletion of your personal information via email, subject to our data retention obligations described in the Privacy Policy.

15.2 By us

We may suspend or terminate your access to the Platform at any time for violation of these Terms or for any other reason in our sole discretion. Where practicable, we will provide reasonable notice before termination and an opportunity to cure any curable breach. Upon termination, your right to use the Platform ceases immediately. Provisions that by their nature should survive termination — including Sections 6 (Content and IP), 9 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12 (Dispute Resolution), and 13 (Governing Law) — shall survive.

15.3 Effect of termination

Upon termination, we may retain your data as described in our Privacy Policy. Termination does not relieve you of any obligations that accrued prior to termination, including any outstanding payment obligations or indemnification duties.

16. Modifications to Terms

We may modify these Terms at any time. For material changes — including changes to fees, dispute resolution, or liability provisions — we will provide at least 30 days' prior notice via email or in-app notification before they take effect. For non-material changes, we will update the effective date at the top of this page. Your continued use of the Platform after the effective date of any modification constitutes acceptance of the modified Terms. If you do not agree to the modifications, you must stop using the Platform before the effective date.

17. General Provisions

• Entire agreement: These Terms, together with the Privacy Policy, any Data Processing Addendum, and any other policies or agreements referenced herein or executed separately between you and ilgos, constitute the entire agreement between you and ilgos regarding the Platform and supersede all prior agreements and understandings. In the event of a conflict between these Terms and a separate written agreement executed by both parties, the separate agreement shall control to the extent of the conflict.
• Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by ilgos.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. Any purported assignment in violation of this section is void.
• Force majeure: We shall not be liable for any delay or failure to perform due to causes beyond our reasonable control, including natural disasters, pandemics, war, terrorism, civil unrest, strikes, government actions, internet disruptions, power outages, or third-party service failures.
• No third-party beneficiaries: These Terms do not confer any rights or remedies upon any person or entity other than you and ilgos.
• Headings: Section headings are for convenience only and have no legal effect.
• Electronic communications: You consent to receive communications from us electronically, including via email, in-app notifications, or postings on the Platform. You agree that all agreements, notices, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

18. Contact Us

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