Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you (the “Customer”) and MerchGent Inc. (“MerchGent AI”, “we”, “us”) governing your use of the MerchGent AI service available at merchgent.com (the “Service”). By creating an account, connecting a mailbox, or paying for a subscription, you accept these Terms.

If you are entering into these Terms on behalf of a company, you represent that you have authority to bind that company. “Customer” refers to that company and its authorised users.

MerchGent AI is an AI-powered email-drafting assistant designed for trading companies, buying offices and similar middle-office roles. With your authorisation, the Service connects to your mailbox (Microsoft 365 / Outlook via OAuth today; Gmail / Google Workspace via OAuth, and a set of IMAP-based providers including Tencent Exmail, NetEase qiye, Alibaba Cloud Mail, Sina, Titan, Apple iCloud and Yahoo via IMAP authorization codes — all live), reads incoming and historical email, classifies each message into a triage lane, and creates draft replies in your Drafts folder. The Service never sends email from your own mailbox. This is enforced at the API permission-scope level — we do not request the send permission from any mailbox provider.

Outbound communications from MerchGent AI. Where you have enabled the optional weekly executive-report feature, the Service sends a synthesised operational summary from hello@merchgent.com to the recipient address you nominate — this is correspondence from MerchGent AI’s domain, not from your mailbox. You authorise these sends by configuring the recipient address; see the Privacy Policy for what the report contains.

The Service is provided through an automated pipeline. No human at MerchGent AIreads your email. Email content is processed by a third-party large language model (“LLM”) provider acting as our sub-processor; the provider is named in the Privacy Policy. Our current LLM provider hosts in mainland China — if your organisation has a policy restricting PRC data routing, do not connect a mailbox.

For IMAP-based providers (the CN enterprise mailboxes in particular) connecting your mailbox typically requires (a) your IT administrator to enable IMAP access at the domain level and (b) you to generate a dedicated client password or authorization code in your webmail. By connecting an IMAP mailbox, you represent that both have happened.

MerchGent AI is an artificial-intelligence service. Every output — every classification, every drafted reply, every executive summary, every contact-profile inference — is produced by a large language model and statistical heuristics, not by a human reviewer. AI systems can and do make mistakes. In the context of MerchGent AI this includes, but is not limited to:

• Mis-classification. An email tagged Must Reply may turn out to be unimportant; an email tagged Routine may turn out to be urgent. You should not rely on the lane label as a substitute for your own judgement on which messages need your attention.
• Hallucinated facts. A draft may reference a PO number, price, deadline, quantity, or named individual that does not appear in the original thread, or may misread a number or date that does. You must verify every factual claim before sending.
• Wrong register or tone. The agent learns your voice from your sent box, but may pick the wrong register for a sensitive thread — apologetic where you would have been firm, or terse where you would have been warm. Read every draft as if a junior employee had written it.
• Missed escalations. The sensitive-topic tripwire (legal threats, HR claims, regulatory issues, refund demands under duress) is best-effort. Some sensitive matters will not trigger it and may receive an inappropriate draft. You remain the human-in-the-loop for every outbound message.
• Outdated context.The agent’s voice profile is rebuilt weekly. A draft early in the week may not reflect a new style, supplier, or commercial term you introduced two days ago.

Drafts only, never sends. MerchGent AI writes drafts into your Drafts folder. The Service has no functional ability to send email on your behalf. Every draft is reviewable and editable by you before any send action. You are responsible for everything that leaves your mailbox.

By using the Service you acknowledge that the outputs are machine-generated, that mistakes will occur, and that you accept the responsibility of human review before sending, forwarding, or otherwise acting on any draft or classification.

You must be at least 18 years old, legally authorised to use the mailbox you connect, and not located in any country subject to a comprehensive U.S. or UAE embargo. You are responsible for the accuracy of the information you provide and for maintaining the confidentiality of your login credentials.

The Service is offered as a paid subscription on one of three flat-rate monthly tiers: Starter ($29 USD/month), Pro ($59 USD/month), or Power ($99 USD/month). The tiers differ in how frequently the agent runs against your mailbox and how broadly it scans; the underlying functionality is otherwise the same. Each tier includes one mailbox; additional mailboxes may be added for $19 USD/month each.

New subscriptions begin with a 14-day free trial. A valid payment method is required to start the trial, but no charge is made at signup. Unless you cancel before the trial ends, your payment method is automatically charged the monthly fee for your selected tier at the end of the 14-day trial and on each monthly renewal thereafter until you cancel.

Payments are processed by Stripe. By subscribing you authorise recurring charges to your payment method until cancellation. All fees are exclusive of any applicable taxes and duties.

You may cancel at any time via the customer portal linked from your dashboard. Cancelling during the trial period ends the subscription before any charge is made. On cancellation after the trial, you retain access through the end of the then-current billing period. Refunds are not provided for partial periods, except where required by law.

You agree not to use the Service to:

• Send spam, unsolicited bulk email, or content that violates anti-spam laws (CAN-SPAM, GDPR, CASL, China's PIPL etc.). MerchGent AI only drafts and never sends, but you remain solely responsible for what you send from your own mailbox after editing our drafts;
• Connect a mailbox you do not own, or are not authorised by your organisation to grant third-party API access to. For enterprise mailboxes (including all CN IMAP providers) you represent that your IT administrator has approved this connection;
• Use the Service to process special-category personal data (health records, government IDs, biometric data, religious or political affiliation) without independent legal basis;
• Reverse engineer, decompile, scrape, or attempt to extract our system prompts, classifier rubric, voice-profile schema, or any other proprietary methodology;
• Send adversarial inputs (prompt injections, system-message exfiltration attempts) designed to manipulate the agent into deviating from its drafting role. The public demo classifier rejects obvious patterns at the edge — repeated attempts may result in account suspension;
• Resell, sublicense, white-label, or otherwise make the Service available to third parties;
• Use the Service to engage in fraud, money laundering, sanctions evasion, or other unlawful activity.

We may suspend or terminate your account immediately if we have reasonable grounds to believe you are violating this Section.

We own the Service, including its software, design, prompts, classifier rubric, voice-profile schema, and all related intellectual property. You own your data — including the email content processed by the Service, the drafts produced for your mailbox, and the voice profile we derive from your sent mail. We claim no ownership of your content.

You grant us a limited, non-exclusive licence to access your mailbox and process your email content solely to provide the Service to you. This licence ends when you cancel and we delete your data per Section 11.

No model training. We do not use your email content to train general-purpose models, our own or otherwise. The LLM provider we send your content to is contractually bound not to train on it. Voice patterns and other artefacts we derive from your mail are scoped to your account and used solely to draft your replies — they are never combined with data from another account or made available to anyone outside your account.

The Service produces drafts. Every draft is subject to your review and approval before it leaves your mailbox. You are solely responsible for what you send to third parties from your mailbox, including the accuracy of any commitment, quote, or representation made in an edited draft. MerchGent AI makes no warranty as to the legal sufficiency, accuracy, or fitness of any draft for a particular purpose.

Voice quality over time. The agent builds an initial voice profile from your sent box during the 24-hour bootstrap pass, and then refines that profile continuously from your edits plus a weekly refresh pass. We do not guarantee that drafts will sound like you wrote them on any particular date, nor that any particular quality threshold will be reached in any particular timeframe. Most customers report drafts feel natural by week 4 and minimal-edit by month 2, but timing varies with your sending volume and editing frequency.

Sensitive topics. The agent has a built-in tripwire that detects messages it classifies as legal threats, money disputes, HR incidents, regulatory issues and similar high-stakes categories. Instead of a draft reply, the agent posts a set of bullet-point talking points to your Drafts folder so you can handle the response personally. Pattern coverage is best-effort and currently most accurate in English and simplified Chinese; messages in other languages, in heavily-obfuscated phrasing, or via attachments may not be detected. We make no warranty that every sensitive message will be flagged.

Work-report authorisation.If you enable the optional weekly work report, you represent and warrant that (a) you have authority within your organisation to share aggregated operational metadata about your team’s mailbox activity with the recipient you nominate, (b) that recipient has agreed to receive the report, and (c) the recipient is treated as a separate data controller for any personal data the report contains. You may disable the feature at any time.

THE SERVICE IS PROVIDED “AS-IS” AND “AS-AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DRAFTS WILL BE FREE OF FACTUAL INACCURACIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERCHGENT AI’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES YOU HAVE PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS, LOST DATA, OR REPUTATIONAL HARM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You agree to indemnify and hold us harmless from any third-party claim arising out of (a) your use of the Service in violation of these Terms, (b) the content you send from your mailbox after editing our drafts, or (c) your violation of any law or third-party right.

You may terminate at any time by cancelling your subscription via the customer portal linked from your dashboard. We may terminate or suspend immediately on notice for (a) non-payment, (b) material breach of these Terms, (c) legal compulsion, or (d) discontinuation of the Service with 30 days’ notice.

On termination we delete, within seven (7) days: your stored mailbox OAuth tokens, IMAP authorization codes, derived voice profile, vendor / buyer profiles, business summary, draft-log history, edit diffs, and any cached email context. Drafts already saved into your own Drafts folder remain in your mailbox on your provider’s servers and are not affected by our deletion — manage them in your mail client. Subscription rows and aggregated operational statistics may be retained for the accounting and audit period described in Privacy Policy Section 7.

These Terms are governed by the laws of the State of Delaware, United States, excluding its conflict-of-laws rules. Any dispute arising out of these Terms shall be resolved in the state or federal courts located in the State of Delaware, United States, and you consent to that jurisdiction. To the extent permitted by law, both parties waive any right to a jury trial.

We may update these Terms from time to time. Material changes will be notified by email to the address on file at least 14 days before they take effect. Continued use of the Service after the effective date constitutes acceptance.

Questions about these Terms? Email hello@merchgent.com.