1. Acceptance of Terms

By accessing or using the website, services, or products provided by Groupe Smiling Inc. (dba “Smiling Group,” “Smiling Jacks,” “Smiling Markets,” “Smiling Labs,” “Smiling Academy,” and “Marché Distribution”), you agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree to these terms, please do not use our services.

2. Scope of Services

Smiling Group operates as a vertically integrated ecosystem offering various services. Specific terms may apply to individual divisions:

• Smiling Jacks: Marketplace account management and consulting.
• Smiling Markets: Liquidation, wholesale buying, and selling.
• Smiling Labs: AI solutions, software development, and digital marketing.
• Smiling Academy: Educational content and coaching.
• Marché Distribution: Logistics and export services.

3. No Guarantee of Results (Marketplace Services)

While Smiling Jacks and our other divisions employ best practices and certified experts to manage your accounts:

• Amazon/Third-Party Platforms: We do not own or control third-party platforms (Amazon, Walmart, TEMU). We are not responsible for account suspensions, policy changes, or algorithm updates enacted by these platforms.
• Performance: Past results do not guarantee future performance. Revenue, ranking, and ROAS projections are estimates based on data, not guarantees.

4. Inventory & Liquidation (Smiling Markets)

• “As-Is” Condition: Unless otherwise stated in a specific purchase order, all liquidation inventory sold by Smiling Markets is sold “As-Is, Where-Is” with no warranties expressed or implied.
• Logistics: The client is responsible for shipping costs and customs duties unless a specific logistics agreement is signed with Marché Distribution.

5. Intellectual Property

• Our Content: All content on this site, including text, graphics, logos, and the “Smiling” trade name, is the property of Groupe Smiling Inc.
• Client Data: You retain ownership of your brand’s data. However, you grant Smiling Group a non-exclusive license to use this data to perform services (e.g., auditing your Amazon account).
• Smiling Labs Tools: Any custom AI tools, scripts, or software architectures built by Smiling Labs remain the intellectual property of Smiling Group unless a specific “Work for Hire” transfer agreement is executed.

6. Payment & Invoicing

• Consulting & Management: Services are billed according to the specific Service Agreement signed (e.g., Retainer or % of Revenue). Invoices are due upon receipt unless Net-15 or Net-30 terms are agreed upon.
• Late Fees: Overdue payments may incur interest at a rate of 1.5% per month or the maximum permitted by law.
• Refunds (Smiling Academy): Digital courses and coaching materials are non-refundable once accessed, due to the nature of digital intellectual property.

7. Confidentiality

We take your business secrets seriously. Smiling Group agrees to keep all non-public proprietary information (including sales data, product sourcing, and margins) confidential and will not disclose it to third parties without your consent, except as required by law.

8. Limitation of Liability

To the fullest extent permitted by law, Groupe Smiling Inc. and its affiliates shall not be liable for any indirect, incidental, special, or consequential damages (including loss of profits, revenue, or data) arising out of the use of our services or inability to use third-party platforms.

9. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada. Any disputes arising under these terms shall be subject to the exclusive jurisdiction of the courts located in Quebec.

10. Contact Information

If you have questions regarding these Terms of Service, please contact our legal team:

• Email: legal@smilinggroup.com