Terms of Service

Draft for attorney review. Not legal advice.

Effective: [EFFECTIVE DATE]

These terms are an agreement between Mehlman and Associates, LLC d/b/a Supplier Advocates ("Supplier Advocates," "we," "us") and the company that uses Undeduct, our platform ("you"). By requesting a free scan, creating an account or using the platform, you agree to them. If you accept for a company, you confirm you can bind it.

In plain English (the full terms below control):

• Your data stays yours, and we never sell it.
• We contact your retailers only about charges you ask us to pursue, and what our expert review finds for you.
• No one can promise a retailer will pay, and we don't.
• No contract and no minimum: cancel any time, and export your data any time.

1. Four ways to work with us

• Free Scan. You send 12 months of remittances. We show your deductions by type, what's still disputable and what's about to expire, plus one total for anything more our team found.
• Self-Serve. Your team disputes using our tools: a log of every deduction, a dispute writer, credit tracking and a shared team dashboard.
• Hybrid. Self-Serve, plus a "Send to Supplier Advocates" button. We pursue the items you send us.
• Full Service. We handle your recoveries for you, under a signed agreement.

Your Order. Your plan, prices and any special terms are in your order form or signed agreement (your "Order"). If your Order and these terms disagree, your Order wins.

2. Accounts and authorized users

• One account per company. Your admin invites and removes users.
• Authorized users only. Only your employees, and contractors working for you, may use your account. You're responsible for what they do in it.
• Own sign-in. Each user has their own sign-in and must use two-step sign-in. Sign-ins may not be shared.
• Your dashboard. You decide who on your team can see it.
• Tell us fast. If you think your account was misused, email [email protected] right away.

3. What you authorize us to do

• Prepare disputes. You authorize the platform to read your data and prepare disputes, letters and backup. Drafts may use AI, so review each one before you send it. In Self-Serve, and for items you keep in Hybrid, your team sends its own disputes and is responsible for what they say.
• Pursue charges (Hybrid and Full Service). For the charges you ask us to pursue, you authorize us to act for you with your retail customers. That includes requesting backup, disputing, negotiating and agreeing to settlements. In Full Service, it covers the charges your agreement describes.
• In your name. We write to retailers as your own recovery team, signed with your company's name (for example, "Acme Recovery"), from an email address we manage for your account. If a retailer asks, you'll confirm in writing that we act for you.
• Only when asked, or for expert review. We never contact a retailer about a Free Scan or Self-Serve account unless you ask us to, or to file what our expert review found (Section 4).
• Let us lead. While we're pursuing a charge, please don't dispute it separately. Forward us anything the retailer sends you about it.
• Portal access. If you give us access to a retailer portal, we use it only for your account. Logins stay in your company's name, and we never register retailer-portal logins on our own domain. You confirm the retailer's terms let you give us this access. You can remove it any time.

4. Expert review

When you start your free trial (or your account, if you start without a trial), you agree to our team's expert review ("Let our team look for more"). Supplier Advocates may review your data for money owed to you beyond your deductions:

• What we do. We file what we find for you, and each item shows on your dashboard as we work it (amount, retailer and status only).
• When we ask first. If an item depends on an agreement you have with the retailer (such as allowances, markdown support or co-op), we ask you first.
• What it costs. Our share is your account's rate of what's collected, paid only after it reaches you. Your setup terms and your Settings show the rate. If nothing comes back, you owe nothing.
• Changing your mind. Turn it off in Settings at any time. Anything we haven't filed then stops. Anything already filed keeps going unless you tell us to stop it.

We record the terms you agreed to, with their version, the date and the share they named. Accounts that agreed to our earlier terms (a heads-up with days to decline, or we ask before recovering anything) keep them unless they switch in Settings.

A Free Scan includes this review. We show you one total.

5. Fees and billing

• Your Order sets the price. We bill as your Order says.
• Free Scan. Free.
• Free trial. The Free Scan is step 1 of a free trial of the whole platform: free for 30 days or until your first credit lands, whichever is longer, but no more than 60 days. A first credit that lands before day 30 doesn't shorten the trial; one that lands after day 30 ends it that day. Your first credit is the first retailer credit the platform matches to your records after your trial starts. Starting the trial means agreeing to expert review (Section 4). When it ends, you choose a plan or your account pauses.
• Platform fee (Self-Serve and Hybrid). Charged per retailer on your account, as your Order says. Each retailer counts once (Nordstrom and Nordstrom Rack count as one). Billed monthly after each month, on the same invoice as that month's share (if any), or yearly in advance at 10 months' price. A month your plan is active for any part of is billed in full, and we don't refund partial periods. Plans renew until you cancel.
• Full Service. No platform fee: the platform comes free with Full Service.
• Our share (Hybrid and Full Service). Our fee is only a share of what you actually collect, paid only after the funds reach you. In Hybrid, it applies only to items you send us.
• Our promises (everything we take a share of: Full Service, items you send us in Hybrid, and expert review). We bill only on money a retailer actually credited or paid to you. No fee on a credit for an item the retailer reversed before we raised it. If a retailer takes back a recovery within 90 days after it's credited, we credit or refund our fee on that amount. Re-disputing an item a retailer took back costs nothing extra.
• Expert review. Your account's rate on what our expert review recovers (Section 4), paid only after it reaches you. With Full Service, it's your Full Service rate unless your Order says otherwise. If you're a current client moving over, your agreement's own rate applies.
• What counts as collected. Any money a retailer pays or credits back to you on a charge we pursued. That includes a credit on a later payment, or a reduction in something you'd otherwise owe the retailer.
• Invoices. We invoice our share monthly. Invoices are due within 15 days.
• Taxes. You pay any sales or similar taxes on our fees.
• Overdue invoices. If an invoice is more than 30 days overdue, we may pause your account after notice.
• Price changes. We'll give you 30 days' notice before a subscription price changes. Your share stays as your Order sets it.

6. Your data stays yours

• You own it. Your uploads, portal data, disputes and results belong to you.
• Limited permission. You let us use your data only to provide the services, including expert review (Section 4).
• Never sold. We never sell your data. We share it with retailers only as you direct. Our Privacy Policy and Data Processing Addendum ("DPA") explain the details.
• Aggregate only. We may use combined data that doesn't identify you to improve the platform.
• Take it with you. You can export your data any time, and for 30 days after your account ends.
• What's ours stays ours. The platform, software, checks, templates and know-how belong to us. So do general lessons about how retailers handle disputes, as long as they don't identify you or reveal your data.
• Feedback. If you suggest an improvement, we may use it freely.

7. Acceptable use

You agree not to:

• Share sign-ins, or let anyone outside your company use your account.
• Upload data you don't have the right to share.
• Send false or misleading disputes, or use the platform to harass anyone.
• Copy, resell, reverse engineer or scrape the platform, or use it to build a competing product.
• Get around our security, reach another client's data or overload the system.
• Break the law, or any agreement you have with a retailer.

We may suspend access that breaks these rules. Where we reasonably can, we'll tell you first.

8. Confidentiality

• Both ways. Each side keeps the other's non-public information private and uses it only for these services.
• Yours includes your data, your retailer agreements and your results.
• Ours includes our pricing, methods, checks, templates and non-public features. You may still use what the platform produces for you, like your dispute letters, in your own business.
• Exceptions. Information that is public, already known, independently developed or received from someone free to share it. Either side may disclose what the law requires, with notice where allowed.
• How long. During these terms and for 3 years after. Trade secrets stay protected for as long as they're secret.

9. No guarantee of recovery

• Retailers decide. Whether a retailer pays back a charge is up to the retailer. We can't promise any result, amount or timing, and we don't.
• Estimates aren't promises. Scan results, totals and estimates depend on the data you give us.
• Deadlines. Retailers set dispute windows. In Self-Serve, meeting them is up to your team. Our alerts help, but they aren't a guarantee. We can't promise to file an item you send us within 10 business days of its deadline.
• Retailer relationships. We dispute with tact and professionalism. Still, we aren't responsible for a retailer's decisions.
• As is. The platform is provided "as is." To the extent the law allows, we disclaim all implied warranties.

10. Limitation of liability

• No indirect damages. Neither side is liable for indirect, special or consequential damages, or for lost profits.
• Cap. Each side's total liability is limited to the fees you paid us in the 12 months before the claim. For a Free Scan, the cap is $100.
• Exceptions. These limits don't apply to fees you owe, breaches of confidentiality, Section 11 or fraud.

11. Claims by others

If someone else brings a claim against us because of data you didn't have the right to share, a dispute you sent or your breach of a retailer agreement, you'll defend us and cover the resulting costs. We'll do the same for you if someone claims the platform itself infringes their intellectual property.

12. Term and termination

• Start and end. These terms start when you first use the platform and last until your account closes.
• Monthly and yearly plans. Cancel any time in Settings. Cancellation takes effect at the end of the month (or year) you've paid for.
• Full Service. Runs as your signed agreement says.
• When we may end it. We may end your account if you seriously break these terms and don't fix it within 15 days of notice. We may end it right away for non-payment after notice, illegal use or a security risk.
• After the end. Access stops. You can export your data for 30 days. Then we delete it as our Privacy Policy and DPA describe.
• Work in progress. If we pursued a charge before the end, our share still applies when that money is collected, even after the end.
• What lasts. The sections on fees owed, data, confidentiality, liability, claims by others and governing law survive.

13. Changes to these terms

We may update these terms. We'll give you at least 30 days' notice of a material change, by email or in the platform. If you don't agree, you can cancel before the change takes effect. Using the platform after that means you accept it.

14. Governing law and disputes

• Law. The laws of Texas govern these terms, without regard to conflict-of-law rules.
• Courts. The state and federal courts in Harris County, Texas have exclusive jurisdiction.
• Talk first. Before filing a claim, each side will try in good faith to resolve it for 30 days.

15. General

• Notices. To us: 4234 Drake Street, Suite B, Houston, Texas 77005 and [email protected]. To you: your account admin's email.
• Assignment. Neither side may transfer these terms without the other's OK, except as part of a merger or sale of its business.
• Relationship. We act as your agent only to pursue the charges you ask us to, and what our expert review finds (Section 4). Otherwise, we're independent companies.
• Customer list. We may list your company's name and logo as a customer. Tell us any time if you'd rather we didn't.
• Whole agreement. These terms, your Order, our Privacy Policy and our DPA are the whole agreement. If they conflict, your Order comes first, then the DPA on data protection, then these terms.
• The rest. If any part is unenforceable, the rest still applies. Not enforcing a right isn't a waiver. Neither side is responsible for delays beyond its reasonable control, except for paying fees.

Contact

Mehlman and Associates, LLC d/b/a Supplier Advocates · 4234 Drake Street, Suite B, Houston, Texas 77005 · [email protected]