SELLER LABS GENERAL TERMS OF SERVICE

Revised and Effective: April 14, 2020

THESE GENERAL TERMS OF SERVICE (INCLUDING ALL OF OUR OTHER TERMS AND POLICIES REFERENCED HEREIN, THIS “GENERAL TOS”) CONSTITUTE A LEGAL AGREEMENT BETWEEN US AND YOU, REGARDLESS OF YOUR CORPORATE FORM OR IF YOU ARE AN INDIVIDUAL, AND IT GOVERNS YOUR USE OF, AND DEALINGS WITH, US, ANY PRODUCTS AND/OR SERVICES WE PROVIDE OR MAKE AVAILABLE TO YOU AND OUR WEBSITES — INCLUDING OUR WEBSITE AT WWW.SELLERLABS.COM, ALONG WITH ANY OTHER WEBSITES WE OPERATE IN CONNECTION WITH OUR PRODUCTS AND SERVICES (ALL OF THE FOREGOING ARE “SELLER LABS PRODUCTS”). “We”, “us” and “our” refer to Seller Labs, LLC, a limited liability company organized under the laws of the State of Georgia, U.S.A.

YOU SHOULD READ THIS GENERAL TOS CAREFULLY AND RETAIN A COPY FOR YOUR RECORDS. THIS GENERAL TOS IS A LEGALLY-BINDING AGREEMENT THAT CONTAINS IMPORTANT TERMS THAT ARE BINDING ON YOU, INCLUDING YOUR AGREEMENT TO ARBITRATE DISPUTES, YOUR PROMISE TO INDEMNIFY US, YOUR CONSENT TO PERSONAL JURISDICTION IN THE STATE OF GEORGIA, U.S.A., YOUR RELEASE OF CERTAIN CLAIMS AND LIABILITIES AGAINST US, AND YOUR WAIVER OF YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION AGAINST US.

BY REGISTERING TO USE, LOGGING INTO, ACCESSING, OR USING THE SELLER LABS PRODUCTS, BY PURCHASING ANY SUBSCRIPTION PLANS TO THE SAME, OR OTHERWISE INDICATING YOUR ACCEPTANCE TO THIS GENERAL TOS WHENEVER THE OPTION IS PRESENTED TO YOU: (A) YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THE MOST CURRENT VERSION OF THIS GENERAL TOS; (B) YOU ARE REPRESENTING THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT WITH US; (C) YOU ARE ACCEPTING THIS GENERAL TOS AND AGREEING THAT YOU ARE LEGALLY BOUND BY THIS GENERAL TOS; (D) YOU ARE AGREEING THAT THIS GENERAL TOS WILL BE DEEMED TO SATISFY ANY REQUIREMENT UNDER APPLICABLE LAW THAT AN AGREEMENT BETWEEN YOU AND US BE IN WRITING; AND (E) YOU ARE AGREEING THAT YOUR ACTIONS IN REGISTERING FOR OR LOGGING INTO SELLER LABS PRODUCTS OR OTHERWISE INDICATING YOUR AGREEMENT TO THESE TERMS WILL BE DEEMED TO BE YOUR VALID AUTHENTICATED SIGNATURE FOR PURPOSES OF ANY APPLICABLE LAW REQUIRING THAT THIS GENERAL TOS BETWEEN YOU AND US BE SIGNED BY YOU IN WRITING.

IF YOU ARE ENTERING INTO THIS GENERAL TOS ON BEHALF OF A COMPANY OR OTHER LEGAL NON-PERSON ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON OR ENTITY TO THIS GENERAL TOS, AND REFERENCES TO “YOU” AND “YOUR” IN THIS GENERAL TOS WILL ALSO BE READ TO REFER TO THAT PERSON OR ENTITY.

IF YOU DO NOT AGREE TO THESE TERMS OR IF YOU ARE NOT AT LEAST EIGHTEEN (18) YEARS OF AGE AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT WITH US, YOU ARE PROHIBITED FROM REGISTERING FOR, LOGGING INTO, ACCESSING, OR USING THE SELLER LABS PRODUCTS.

1. ADDITIONAL TERMS FOR SELLER LABS PRODUCTS.

ADDITIONAL TERMS (COLLECTIVELY, THE “ADDITIONAL TERMS”) MAY APPLY TO CERTAIN SELLER LABS PRODUCT MODULES (EACH, A “MODULE”), SUBSCRIPTION PLANS, SUPPORT PLANS, AND OTHER SERVICES. THESE ADDITIONAL TERMS ARE GOVERNED BY, AND SUBJECT TO, THIS GENERAL TOS. ADDITIONAL TERMS ARE EITHER EXPRESSLY REFERENCED IN THIS GENERAL TOS, OR WILL BE MADE AVAILABLE TO YOU FOR YOUR REVIEW AND ACCEPTANCE BEFORE YOU PURCHASE, SUBSCRIBE TO, ACCESS, OR USE THE SELLER LABS PRODUCT MODULES, SUBSCRIPTION PLANS, SUPPORT PLANS, OR OTHER SERVICES TO WHICH SUCH ADDITIONAL TERMS APPLY. IT IS YOUR RESPONSIBILITY TO REVIEW THE ADDITIONAL TERMS FOR ALL SELLER LABS PRODUCT MODULES, SUBSCRIPTION PLANS, SUPPORT PLANS, AND OTHER SERVICES (IF AND AS APPLICABLE) BEFORE YOU REGISTER FOR, PURCHASE, SUBSCRIBE TO, ACCESS, OR USE THEM. YOUR USE OF THE SELLER LABS PRODUCTS CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THE MOST CURRENT ADDITIONAL TERMS THAT ARE APPLICABLE, WHICH WE MAY AMEND FROM TIME TO TIME IN ACCORDANCE WITH THIS GENERAL TOS. IN THE EVENT OF ANY CONFLICT BETWEEN THIS GENERAL TOS AND SUCH ADDITIONAL TERMS, THE ADDITIONAL TERMS SHALL CONTROL, BUT ONLY WITH RESPECT TO THE SPECIFIC SELLER LABS PRODUCT MODULE, SUBSCRIPTION PLAN, SUPPORT PLAN, OR OTHER SERVICE THAT IS THE SUBJECT OF SUCH ADDITIONAL TERMS.

Additional Terms for the following Modules currently available as part of the Seller Labs Products are provided for your review at the links below. Any changes to these Additional Terms are governed by the Section 2 (Changes to General TOS) below. We may add future Seller Labs Product Modules and further Additional Terms by updating this listing or by otherwise making them available to you through one or more applicable websites or other communications such as e-mail.

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2. CHANGES TO GENERAL TOS.

2.1 Changes to General TOS and Additional Terms. This General TOS specifically incorporates all Additional Terms that are referenced herein, including but not limited to, any applicable pricing terms and privacy policy. We may revise and update this General TOS from time to time in our sole discretion. In such case, we will provide advance notice of such changes (either via the Seller Labs Products, through your account, or through the contact information that you associate with your account).

2.2 EFFECTIVE DATE OF CHANGES. CHANGES TO THIS GENERAL TOS BECOME EFFECTIVE ON THE DATE ON WHICH WE POST THEM, WHICH IS THE DATE APPEARING NEXT TO THE LABEL “REVISED AND EFFECTIVE” AT THE TOP OF THIS GENERAL TOS (THE “TOS REVISION DATE”). YOU ARE PROVIDED LINKS TO REVIEW THE MOST CURRENT VERSION OF THIS GENERAL TOS AT ANY TIME ON OUR WEBSITE, BEFORE YOU PURCHASE A SUBSCRIPTION PLAN TO SELLER LABS PRODUCTS, AND VIA LINKS MADE AVAILABLE TO YOU BEFORE LOGGING INTO YOUR ACCOUNT TO ACCESS AND USE THE SELLER LABS PRODUCTS. REGISTERING FOR, PURCHASING SUBSCRIPTIONS TO, LOGGING INTO, ACCESSING, OR USING SELLER LABS PRODUCTS AFTER ANY TOS REVISION DATE MEANS THAT YOU ACCEPT AND AGREE TO THE CHANGES POSTED ON SUCH TOS REVISION DATE, WHICH ARE BINDING ON YOU. Without limiting the foregoing, any changes to the section titled “Dispute Resolution” do not apply to any claims or disputes of which you or we have actually notified the other on or prior to the date the change becomes effective and binding on you as described in this Section. YOU EXPRESSLY AGREE THAT CLICKING A “REMEMBER ME” OPTION OR ENABLING A SIMILAR FUNCTION TO AVOID THE NEED TO MANUALLY LOG IN CONSTITUTES YOUR LOG-IN, REVIEW, AND ACCEPTANCE OF THIS GENERAL TOS EACH TIME YOU ACCESS SELLER LABS PRODUCTS WHILE THE “REMEMBER ME” OPTION REMAINS EFFECTIVE.

2.3 Withdrawal of Acceptance. If, within ten (10) calendar days of the TOS Revision Date (the “Acceptance Withdrawal Period”), you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing us with written notice of the withdrawal of your acceptance in accordance with Section 18 (Notices) hereof. Upon our receipt of your written notice of the withdrawal of your acceptance, your rights to use all Seller Labs Products shall terminate immediately, we will terminate your access to same, and the provisions of Section 16.4 (Effect of Termination) shall apply hereto.

2.4 Notification of Withdrawal. You are solely responsible for properly and timely notifying us of the withdrawal of your acceptance to amendments to this General TOS within the Acceptance Withdrawal Period. IF YOU DO NOT NOTIFY US OF THE WITHDRAWAL OF YOUR ACCEPTANCE TO AMENDMENTS TO THIS GENERAL TOS WITHIN THE ACCEPTANCE WITHDRAWAL PERIOD, THEN YOU WILL BE DEEMED TO HAVE ACCEPTED THE UPDATED GENERAL TOS, WITH ALL AMENDMENTS, AND THE UPDATED TERMS SHALL CONTROL.

3. CHANGES TO SELLER LABS PRODUCTS.

3.1 Depreciation of Core Functionality. From time to time, we may delete, remove, and/or modify features and functionalities of Seller Labs Products as we deem necessary or desirable in our sole business discretion. However, if you have already prepaid fees to us and/or committed to an annual (or multi-year) Subscription Period for future use of Seller Labs Products and a deletion and/or modification removes a core functionality or an entire Module of Seller Labs Products, then you may terminate your use of the Seller Labs Products and receive a refund of a pro-rated portion of any unused prepaid fees paid to us (if any) by giving written notice to us, in accordance with Section 18 (Notices), within thirty (30) days after the core functionality was deleted, which right of termination and refund (if any) WILL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CHANGES TO THE FEATURES OR FUNCTIONALITIES OF SELLER LABS PRODUCTS. The “core functionality” of Seller Labs Product Modules may be specified in the applicable Additional Terms.

3.2 New Functionality. From time to time, we may add, augment, or improve certain features, functionalities, and Modules of Seller Labs Products as we deem necessary or desirable in our sole business discretion. With respect to new or additional features and functionalities, Additional Terms and/or fees may apply to these features. If you elect to use such new features after notice of such Additional Terms and/or fees constitutes your consent to such Additional Terms and fees, which will become part of this General TOS (and if such additional terms conflict with other terms of this General TOS, they will control with respect to such new or additional features).

4. PERMISSION TO USE SELLER LABS PRODUCTS.

4.1 License to Seller Labs Products. Subject to all terms and conditions of this General TOS, including without limitation any registration requirements, the payment of all applicable charges and fees and your agreement to and compliance with any additional terms applicable to Seller Labs Products, we grant you a limited non-exclusive, personal, nontransferable, non-assignable, non-sublicenseable, revocable license, only when you are in compliance with all terms and conditions of this General TOS and this General TOS has not been terminated, to access and use available features of Seller Labs Products in accordance with all terms and conditions of this General TOS.

4.2 Restrictions on Use. You agree not to make any other use of Seller Labs Products that is not specifically permitted in this General TOS without our prior express consent in writing. Without limiting any other term of this General TOS, you agree that you will not and will cause all of Your Users to not: (i) engage in any act not expressly permitted by this General TOS, or access or use the Seller Labs Products in violation of this General TOS or in violation of any applicable laws, rules or regulations; (ii) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available the Seller Labs Products or your right to access or use the Seller Labs Products to any third party in any way (unless we have given you express permission in writing to do so); (iii) copy, modify, adapt, publicly display or publicly perform or create derivative works of the Seller Labs Products or any portion thereof (including any content that is not Your Content), or decompile, reverse assemble, or otherwise reverse engineer the Seller Labs Products or any portion thereof, except to the extent as may be expressly permitted by law and authorized hereunder; (iv) attempt to gain unauthorized access to, or otherwise impair the integrity, use or security of, the Seller Labs Products or any information accessible thereby (including information of third parties) or any systems or data of us or a third party (including any online retailer or user of Seller Labs Products); or (v) use Seller Labs Products to process, store, transmit or receive any information or materials if prohibited under this General TOS, by policies of the given online retailer or by applicable laws, rules or regulations. THIS PARAGRAPH WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.

5. RESPONSIBILITY FOR YOUR USERS.

“Your User(s)” means each person or entity who accesses or uses Seller Labs Products by or through you, your account or user IDs and passwords (whether or not such access or use is authorized by you). You are responsible for all activity occurring under your account and all acts and omissions of Your Users, including for all charges under your account or incurred by Your Users. You agree that any acts or omissions of Your Users that would constitute a breach of this General TOS or failure of a condition if committed by you will be deemed to be a breach of this General TOS or failure of such condition by you, and you will be responsible and liable for all such acts or omissions. THIS SECTION WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.

6. REGISTRATION; ACCOUNT INFORMATION.

6.1 Registration. To use Seller Labs Products, you must provide all information we reasonably request to establish, register and confirm your account (for example, identification and contact information, billing and payment information) and to establish access credentials (for example, user IDs and passwords). You will ensure that all such information is kept current, complete, truthful and accurate at all times. You will keep all account information (including user IDs and passwords, and other means to access non-public portions of Seller Labs Products) confidential and disclose them only on a “need-to-know” basis.

6.2 Account Information. As part of your registration, we may require you to verify your email address. In addition, we may require you to provide or validate other information about yourself in the future, if we have a reasonable need for the information to provide Seller Labs Products or to perform under (or to exercise our rights under) the General TOS. We have the right to refuse your registration or suspend or terminate your use of Seller Labs Products if you fail to provide the requested information and to keep it current, complete, truthful and accurate at all times.

7. ELECTRONIC COMMUNICATIONS; CONNECTIVITY.

7.1 Electronic Communications. You consent to use and receipt of electronic communications and records related to your use of Seller Labs Products or your account (which communications and records may include, without limitation, notices related to Seller Labs Products requiring your attention, agreements and policies, and payment authorizations and transaction receipts or confirmations). You give us permission to provide these communications and records to you electronically instead of in paper form. You also consent to the use of electronic signatures by you and us, and such electronic signatures will be deemed to satisfy any requirement under applicable law that an agreement, or that your signature to the agreement, be in writing.

7.2 Equipment and Connectivity. Minimum hardware, software and connectivity requirements for you and Your Users to use any Seller Labs Products and make and receive electronic communications, records and signatures include: (i) a valid email address and email client; (ii) a connection to the Internet; (iii) currently-supported versions of a web browser and any necessary plug-ins; (iv) a currently-supported version of a program that accurately reads and displays PDF files, such as the current version of Adobe Acrobat Reader; (v) a computer or device and an operating system capable of supporting all of the above; and (vi) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. You are solely responsible for procuring and maintaining all such necessary hardware, software and connectivity at all times.

7.3 Technical Issues. We have NO LIABILITY for your inability to fully use any Seller Labs Product types or to receive, make or act upon such electronic communications, records or signatures if caused by (i) your failure to procure and maintain all necessary hardware, software and connectivity, (ii) any act or omission of any third party (including any provider of such hardware, software and connectivity), or (iii) your failure to keep all contact information, billing and payment information and other account-related information current, truthful, complete and accurate at all times. You may withdraw these consents by giving us notice in writing – however, IF YOU WITHDRAW YOUR CONSENT TO RECEIVE SUCH RECORDS AND NOTICES ELECTRONICALLY OR TO USE ELECTRONIC SIGNATURES, YOU WILL NO LONGER BE PERMITTED TO USE SELLER LABS PRODUCTS.

8. OUR ASSISTANCE.

From time to time, we may offer additional assistance and/or services to you in connection with your use of Seller Labs Products. If we agree to provide such assistance or services, our obligations are always subject to (i) payment of any additional fees we may require for performing such assistance or services and (ii) you providing us with any cooperation, information or materials we need to perform such services.

9. PROHIBITED ACTIVITIES, INFORMATION AND MATERIALS.

We reserve the right to, at any time, suspend or terminate your account or your use of Seller Labs Products, or refuse, delete, remove or disable access to any information or materials (including Your Content as defined elsewhere in this General TOS), WITHOUT ANY LIABILITY TO YOU, where required by applicable law, rule or regulation, or if we determine that it does not comply (or that you are not complying) in all respects with this General TOS, or if we determine, in our sole discretion, that the information or materials is unacceptable to us or could lead to liability on our part to any third party. WITHOUT LIMITING ANY OTHER TERM IN THIS GENERAL TOS, YOU SPECIFICALLY AGREE THAT YOU WILL NOT USE SELLER LABS PRODUCTS IN CONNECTION WITH ANY ACTIVITIES, OR PROVIDE US WITH, ANY INFORMATION, OR MATERIALS (INCLUDING YOUR CONTENT AS DEFINED ELSEWHERE IN THIS GENERAL TOS), THAT MEETS ANY OF THE FOLLOWING CRITERIA:

• Transmission of any advertising or promotional material (except as specifically permitted by all of the terms applicable to Seller Labs Products the policies of any applicable online retailer and applicable laws, rules and regulations) or unsolicited bulk email, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation;
• Relates to a prohibited or non-permitted good, service or activity, as described in this General TOS or in the policies of the applicable online retailer;
• Is defamatory, harassing, indecent, obscene, offensive, false or misleading, threatening, abusive, invasive of privacy or hateful (as determined in our reasonable discretion);
• Promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, gender identity or age;
• Does not comply (or whose processing, storage, transmission, receipt, offering, sale, import, export or transport does not comply) with all applicable laws, rules and regulations, promotes any illegal activity, or advocates, promotes or assists any unlawful act;
• Misrepresents your identity or your or your Product’s affiliation with or endorsement by any person or organization;
• Infringes or violates (or may be alleged to infringe or violate) any right of a third party (including intellectual property rights, contract rights, or privacy, publicity or other personal rights or the terms and conditions of any online retailer);
• Is subject to, or would subject us to, data privacy, import/export or other legal obligations or regulations anywhere in the world with respect to such information or material or any goods or services to which such information relates;
• Is confidential or proprietary to a third party (unless you can demonstrate to our satisfaction that you have obtained all necessary rights and consents to provide the same to us and for us to fully perform and to exercise the licenses granted in this General TOS).

YOU AGREE AND ACKNOWLEDGE THAT IT IS OUR POLICY IN APPROPRIATE CIRCUMSTANCES TO DISABLE AND/OR TERMINATE THE ACCOUNTS OF SUBSCRIBERS OR USERS WHO ARE REPEAT INFRINGERS OR ARE THE SUBJECT OF AN UNREASONABLE NUMBER (AS DETERMINED IN OUR DISCRETION) OF NOTICES OF CLAIMED INFRINGEMENT INVOLVING US OR SELLER LABS PRODUCT(S). WE WILL HAVE NO LIABILITY TO YOU WHATSOEVER FOR OUR EXERCISE OR NON-EXERCISE OF THIS POLICY.

THIS SECTION WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.

10. THIRD PARTIES; COMPLIANCE WITH THIRD PARTY POLICIES AND TERMS.

SELLER LABS PRODUCTS MAY FACILITATE YOUR INTERACTIONS WITH THIRD PARTIES (INCLUDING THIRD PARTY WEBSITES, ONLINE RETAILERS, SELLERS, BUYERS AND VARIOUS INTERMEDIARIES) OR USE OF PRODUCTS AND SERVICES OFFERED BY THIRD PARTIES. IN ADDITION, CERTAIN FEATURES OR FUNCTIONALITIES OF SELLER LABS PRODUCTS MAY BE DEPENDENT ON ACTIONS OR PERMISSIONS OF THIRD PARTIES (FOR EXAMPLE, CERTAIN SELLER LABS PRODUCTS MAY BE DEPENDENT ON THIRD PARTY PERMISSIONS FOR US OR YOU TO CONTINUE PROVIDING OR USING FEATURES OR FUNCTIONALITIES IN CONNECTION WITH SUCH THIRD PARTIES.)

10.1 YOUR COMPLIANCE WITH THIRD PARTY POLICIES, TERMS AND CONDITIONS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING AND ENSURING THAT YOUR USE OF SELLER LABS PRODUCTS COMPLIES AT ALL TIMES WITH ALL POLICIES, TERMS AND CONDITIONS OF THIRD PARTIES THAT APPLY TO YOU OR YOUR USE OF THE SELLER LABS PRODUCTS IN CONNECTION WITH SUCH THIRD PARTIES. YOU WILL ENSURE THAT YOUR USE OF SELLER LABS PRODUCT WILL AT ALL TIMES COMPLY WITH ALL SUCH POLICIES, TERMS AND CONDITIONS, AND WE HAVE NO RESPONSIBILITY TO VERIFY YOUR COMPLIANCE. WE WILL HAVE NO LIABILITY TO YOU WHATSOEVER FOR ANY LOSS OR HARM YOU MAY SUFFER AS A RESULT OF YOUR FAILURE TO COMPLY WITH ALL SUCH POLICIES OR AGREEMENTS OR YOUR USE OF ANY SELLER LABS PRODUCTS IN A MANNER THAT DOES NOT COMPLY WITH ALL SUCH POLICIES, TERMS AND CONDITIONS.

10.2 WE ARE NOT A PARTY TO YOUR TRANSACTIONS WITH THIRD PARTIES. YOU AGREE THAT WE ARE NOT A PARTY TO ANY TRANSACTION OR INTERACTION BETWEEN YOU AND ANY THIRD PARTY (INCLUDING ANY BUYER OR SELLER OF ANY PRODUCTS OR SERVICES OR ANY OPERATOR OF A THIRD PARTY WEBSITE OR SERVICE), EVEN IF THAT TRANSACTION OR INTERACTION IS FACILITATED, IN WHOLE OR IN PART, BY OR THROUGH US OR A SELLER LABS PRODUCT. YOUR TRANSACTIONS AND INTERACTIONS WITH ANY THIRD PARTY, INCLUDING PAYMENT AND FULFILLMENT, AND ANY OTHER TERMS, CONDITIONS, WARRANTIES OR REPRESENTATIONS ASSOCIATED WITH SUCH TRANSACTIONS OR INTERACTIONS, ARE SOLELY BETWEEN YOU AND SUCH THIRD PARTY AND YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SUCH TRANSACTIONS AND INTERACTIONS ARE AT YOUR OWN RISK. YOU AGREE THAT WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND OR NATURE INCURRED AS THE RESULT OF, OR IN CONNECTION WITH, ANY SUCH TRANSACTION OR INTERACTION. YOU ALSO UNDERSTAND AND AGREE THAT IF THERE IS A DISPUTE BETWEEN YOU AND ANY THIRD PARTY, WE HAVE NO OBLIGATION TO BECOME INVOLVED. WE DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR THESE TRANSACTIONS AND INTERACTIONS TO THE FULLEST EXTENT PERMITTED BY LAW. YOU HEREBY RELEASE US, OUR OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS IN RIGHTS FROM CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR TRANSACTIONS OR INTERACTIONS WITH ANY THIRD PARTY (INCLUDING ANY SHOPPER OR, ONLINE RETAILER), INCLUDING ANY DISPUTES ARISING IN CONNECTION THEREWITH.

10.3 CONDITIONS ON OUR PERFORMANCE. ALL OF OUR OBLIGATIONS AND UNDERTAKINGS UNDER THIS GENERAL TOS ARE SUBJECT TO ALL POLICIES, PERMISSIONS, TERMS AND CONDITIONS OF THIRD PARTIES THAT APPLY TO YOUR OR OUR USE OF THE SELLER LABS PRODUCTS WITH SUCH THIRD PARTIES, WHICH POLICIES, PERMISSIONS, TERMS AND CONDITIONS MAY BE CHANGED FROM TIME TO TIME BY THE APPLICABLE THIRD PARTY. WE HAVE NO CONTROL OVER SUCH POLICIES, PERMISSIONS, TERMS AND CONDITIONS OR ANY CHANGES TO THEM, NOR WILL WE HAVE ANY LIABILITY TO YOU FOR OUR FAILURE TO PERFORM OR FOR YOUR INABILITY TO FULLY USE OR RECEIVE THE BENEFIT OF AN AFFECTED SELLER LABS PRODUCT AS A RESULT OF ANY SUCH POLICIES, PERMISSIONS, TERMS AND CONDITIONS OR ANY CHANGES TO THEM. WE DO NOT WARRANT THAT ANY SELLER LABS PRODUCT IS OR WILL BE FULLY COMPLIANT WITH ALL SUCH POLICIES, PERMISSIONS, TERMS AND CONDITIONS.

11. PRICING AND PAYMENT.

The following pricing and payment terms apply to all Seller Labs Products:

11.1 Subscriptions. Unless otherwise expressly stipulated by us in a separate and duly-executed agreement with you, all Seller Labs Products are licensed (but not sold) to you, and are offered on a recurring subscription basis. By electing to license and use the Seller Labs Products under one of our subscription plans (each, a “Subscription Plan”), you agree to pay the Subscription Fee pursuant to the Subscription Plan that you select and that is applicable to your Sales Volume (as defined below).

11.2 Pricing and Subscription Fees. You agree to pay us all fees (the “Subscription Fees”) for your access to, and use of, the Seller Labs Products (and any associated services) that you order and purchase from us, in according with the payment terms set forth in this section. The Subscription Fees for your specific Subscription Plan generally depend upon your annual gross sales volume (your “Sales Volume”) through the specific online retail platform (e.g. Amazon) with which you use the Seller Labs Products. Our current fees are available on the product pricing page of our website, or through a personalized payment page that we send to you (or to which we otherwise provide you with personalized access). To the extent we provide the Seller Labs Products or other feature or services for which we charge a Subscription Fee that is not listed in those pricing terms, we will provide you with notice of such Subscription Fee prior to providing the feature or service (for example, by displaying the fee to you on a personalized payment acceptance web page; by displaying the fee to you, for your review and acceptance, within your designated account or portal; or otherwise, by displaying the fee at the time you are using the feature to which the fee applies, and your use of the feature to which the fee applies constitutes your consent to such fee).

11.3 Subscription Period. Each Subscription Plan that we offer shall be subject to a specific term for which such Subscription Plan will be in effect (the “Subscription Period”), and you will have the ability to select one or more Subscription Period options for your Subscription Plan. The Subscription Period for your Subscription Plan begins on the earlier of (i) the date on which we provide you with access to the Seller Labs Products (if you do not elect to use a Free Trial Subscription); (ii) the date on which your Free Trial Period to the Seller Labs Products concludes (if you elected to use a Free Trial Subscription); or (iii) the Subscription Period commencement date set forth on the personalized payment acceptance web page for your Subscription Plan that you accept (the “Subscription Start Date”). Upon conclusion of your Subscription Period then in effect, your Subscription Plan shall automatically renew for a subsequent Subscription Period equal in duration to the concluded Subscription Period, unless you elect to change, terminate, or non-renew you Subscription Plan, as provided in this General TOS. We will automatically charge you the applicable Subscription Fee for the next Subscription Period upon each renewal, pursuant to the payment terms of your Subscription Plan.

11.4 Payment of Subscription Fees. Unless otherwise expressly stipulated by us in a separate and duly-executed agreement with you, the Subscription Fees will be based upon the Subscription Period that you select, and shall be due and payable by you to us as follows:

(1) Annual Subscription Paid Annually. Unless we make available to you a different payment plan and you elect the same, the default Subscription Period shall be annual, for which the Subscription Fees are paid on an annual basis (the “Annual Payment Model”). Accordingly, pursuant to the Annual Payment Model, your payment of the annual Subscription Fees shall be due and payable in one payment, in advance, on the Subscription Start Date.

(2) Annual Subscription Paid Monthly. If you elect an annual Subscription Period that is paid monthly (if we make this option available to you), then your payment of the annual Subscription Fees shall be due and payable in equal monthly installments (the “Annual Installment Payment Model”). Each installment shall be due in advance, initially on the Subscription Start Date, and subsequently on the same date each subsequent, consecutive month while your Subscription Plan is in effect, until the full amount of the Subscription Fees for the Subscription Period in effect are paid. For clarity, if your Subscription Plan is subject to the Annual Installment Payment Model, you acknowledge and agree that you owe the annual Subscription Fees to us, in their entirety, upon the Subscription Start Date, but we provide a monthly installment method of payment to you as a courtesy. We reserve the right to amend or cancel the Annual Installment Payment Model option for annual Subscription Plans at any time, in our sole discretion, provided that the foregoing changes will not take effect during your current Subscription Period.

(3) Monthly Subscription Period. If you elect a month-to-month Subscription Period (if we make this option available to you), then your full payment of the Subscription Fees shall be due and payable on a monthly basis (“Month-to-Month Payment Model”). Each monthly payment shall be due in advance, initially on the Subscription Start Date, and subsequently on the same date each subsequent month while your Subscription Plan is in effect. We reserve the right to amend or cancel the Month-to-Month Payment Model option for our Subscription Plans at any time, in our sole discretion, provided that the foregoing changes will not take effect during your current Subscription Period.

11.5 Changes to Subscription Fees. We expressly reserve the exclusive right to make changes to the prices of any of our Subscription Plans, and to our pricing structure generally, at any time and in our sole discretion; provided however, we will provide you with at least thirty (30) days’ advance notice of any such fee or pricing policy changes in accordance with Section 18 (Notices) hereof. Notwithstanding the foregoing, however, no changes to the Subscription Fees due or payable by you will take effect during the current Subscription Period then in effect, and will only enter into effect upon the beginning of the subsequent Subscription Period.

11.6 Automatic Subscription Plan Adjustments. Your specific Subscription Fees for Subscription Plans to Seller Labs Products are generally based upon your Sales Volume, which we ask that you provide initially, on an annual basis, in US Dollars. We expressly reserve the right to periodically evaluate your actual Sales Volume prior to each individual billing period. If, following our evaluation, we determine that your Sales Volume exceeds the highest value available for the current Subscription Plan to which you are subscribed, we will automatically upgrade you to the next available tier Subscription Plan. Accordingly, in such an upgrade event, your Subscription Fees will increase to correspond with the next available tier Subscription Plan. The following evaluation procedures will generally apply:

(1) For all annual Subscription Periods that are paid annually, we will typically evaluate your Sales Volume before the conclusion of the Subscription Period then in effect. We expressly reserve the right to evaluate your actual Sales Volume during the first thirty (30) days of the annual Subscription Period and if your Sales Volume exceeds the highest value available for the current Subscription Plan to which you are subscribed, we will automatically upgraded to the next available tier Subscription Plan. After the first thirty (30) days, if we determine that the Sales Volume exceeds the highest value available for your current Subscription Plan, then the annual Subscription Fees billed to you upon renewal will reflect the next available tier Subscription Plan.

(2) For all Subscription Periods that are monthly, or that are annual but paid monthly, we will typically evaluate your Sales Volume on a monthly basis, and will use that month’s sales information and annualize it, to determine an annual Sales Volume. If we determine that the Sales Volume exceeds the highest value available for your current Subscription Plan, then the Subscription Fees billed to you for the month (the next installment if annual Subscription Period paid monthly; or next month’s renewal, if monthly Subscription Period) will reflect the next available tier Subscription Plan.

11.7 Additional Payment Terms. Payment of all fees are due in advance, and we have no obligation to perform under this General TOS during any period in which all fees due have not been paid in full. If you are paying by payment card, you must provide us at all times with a valid, current payment card number and related billing information as a condition to using the Seller Labs Products, and we will automatically charge your payment card for any fees due, without the requirement of your signature or any additional action on your part. You represent that you are not a “consumer” within the meaning of the Electronic Funds Transfer Act (15 U.S.C. §1693 et seq.) or California Business and Professions Code §17600, et seq. Our fees do not include, and we are not responsible for, (i) any additional fees or charges imposed on you in connection with such payments by any financial institution, processor or intermediary, including interest charges, currency conversion fees or any processing fees, or (ii) any taxes, levies, or duties or similar amounts related to the fees or your use of Seller Labs Products. You are responsible for paying all of the foregoing, excluding only United States (federal or state) taxes based solely on our net income. YOUR OBLIGATIONS TO PAY AMOUNTS DUE WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.

11.8 Free Trial. If you are a new customer, we may elect to make available to you the ability to use and evaluate Seller Labs Products at no cost (a “Free Trial Subscription”). Unless we expressly agree otherwise in writing, the period of the Free Trial shall be thirty (30) days from the date on which we grant you with access to the Seller Labs Products (the “Free Trial Period”). To request and access a Free Trial subscription, we may require you to sign up for a Subscription Plan and to accept this General TOS. Further, we may require you to provide us with a valid payment card, and you expressly authorize us to charge the full amount of the Subscription Fees applicable to your Subscription Plan on the date following the conclusion of your Free Trial Period, unless you notify us of your desire to cancel your Free Trial Subscription before that date. Unless we make available to you a different payment plan and you elect the same, in advance, FOLLOWING THE CONCLUSION OF THE FREE TRIAL PERIOD, YOU WILL AUTOMATICALLY BE TRANSITIONED TO AN ANNUAL SUBSCRIPTION PLAN THAT IS SUBJECT TO THE ANNUAL PAYMENT MODEL. You expressly acknowledge, agree, and consent to us charging the payment card that you provide for the full amount of the Subscription Fees of your Subscription Plan, pursuant to the Annual Payment Model. We reserve the right to limit access to Free Trial Subscriptions to only new customers who have not previously used or accessed Seller Labs Products (and who have not been granted a prior Free Trial Subscription). We further reserve the right to terminate any active Free Trial Subscriptions, and to deny Free Trial Subscriptions, to anyone, for any reason and at any time, in our sole discretion.

11.9 Special Subscription Plan. We may, from time to time, and in our sole discretion, create and offer one or more subscription types (each, a “Special Subscription Plan”) to Seller Labs Products that offer features, functionality, or levels of access that are limited, or otherwise different from, the other Seller Labs Products offered under standard Subscription Plans. Special Subscription Plans may be subject to Additional Terms and Subscription Fees that are calculated differently from those of other Subscription Plans. We will from time to time make available to you information about any such unique features, functionality, limitations, and pricing differences of any such Special Subscription Plan then available, whether on our website generally, on a dedicated page for such a plan, or as part of a personalized payment page that we send to you. We reserve the right to introduce, amend, and to discontinue any aspect of any Special Subscription Plan at any time, for any reason, with advance notice to you (or to which we otherwise provide you with personalized access).

12. OWNERSHIP; YOUR CONTENT.

12.1 Ownership. You agree that, as between you and us, we (and our licensors, where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Seller Labs Products, all content in or on the Seller Labs Products (other than Your Content), all proprietary technology owned or used by us, or made available to you by us, and all modifications, enhancements and improvements to any of the foregoing. We hereby reserve all rights worldwide not specifically granted to you in this General TOS, and you agree that you will not, and will cause all of Your Users to not, make any use of any of the foregoing in any manner or for any purpose whatsoever except as expressly permitted by the terms and conditions of this General TOS. The “Seller Labs” name and logo, the other product and service names, trademarks, service marks and logos associated with us or Seller Labs Products are trademarks or service marks of ours or of third parties, and no right or license is granted to you to use them for any purpose whatsoever. This Section does not limit any rights or remedies we may have under any applicable laws, rules and regulations.

12.2 License in Your Content and Related Data. “Your Content” means any and all materials, data or information that you or any of Your Users delivers, makes available or to which you grant access (or causes to be delivered, made available or access to be granted) to us or the Seller Labs Products (i) in connection with our performance hereunder or your use of the Seller Labs Products or (ii) that are utilized in connection with, or incorporated into, the Seller Labs Products. “Your Content” includes, without limitation, information and materials relating to you, your business, your use of Seller Labs Products, confidential information, trade secrets, copyrights, trademarks, patentable subject matter or intellectual property of you or of third parties. “Your Content” also specifically includes any information or material not owned by us which is accessible via any link created or provided by you or any of Your Users (or by us on your behalf or at your direction) to or from any portion of the Seller Labs Products or in connection with the Seller Labs Products (including links you include in your postings or communications using the Seller Labs Products). You agree and acknowledge that we are entitled to rely fully on all of Your Content and we have no obligation to investigate or verify any such information for accuracy, completeness, compliance with applicable third party policies, term or condition or compliance with applicable laws, rules and regulations. That being said, we have no obligation to perform where Your Content provided is incomplete for the purposes needed (as determined by us) or does not comply with this General TOS.

To enable us to perform under this Agreement, you grant to us a non-exclusive, worldwide, royalty-free, assignable, transferable and sublicenseable (at multiple levels) right and license, effective for the term of this General TOS, to use, reproduce, disclose, adapt, translate or transform, publish, distribute (internally and externally), perform and publicly display copies of, and prepare derivative works based upon, Your Content and derivatives thereof, and authorize our vendors, suppliers, agents, and sub-contractors to do any of the foregoing, only as reasonably necessary to use Your Content in connection with Seller Labs Products and solely for the performance of our obligations hereunder and to provide Seller Labs Products to you, regardless of the form, medium, or technology being employed to provide Seller Labs Products. You hereby represent, warrant and covenant to us that: (i) prior to delivering or making available Your Content to us or using it in connection with Seller Labs Products, you have obtained or will obtain from all owners or proprietors of any and all of Your Content all rights in, and consents of third parties with respect to, Your Content reasonably necessary for us and our agents and subcontractors to lawfully perform hereunder and to do all acts related thereto described in this General TOS (including exercising any licenses granted hereunder); and (ii) you will maintain all rights and consents set forth at subsection (i) for so long as any license granted to us survives.

Further, you also grant to us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, assignable, transferable and sublicenseable (at multiple levels) right and license to use and disclose information contained in or derived from Your Content or Related Data (defined below), on an anonymous (de-identified) basis only (on an aggregated or un-aggregated basis), for statistical, analytical, research, marketing, product/service improvement, and similar purposes. “Related Data” means data or information associated with or arising out of Your Content or your or any of Your User’s use of Seller Labs Products (including without limitation data associated with usage of, requests made to, and responses generated in connection with, Seller Labs Products).

Notwithstanding the above license grants, we do not sell, trade, share, or provide access to any of your or your users’ personally-identifiable information to any third parties except in those limited circumstances set forth below, and only to the extent reasonably necessary:

• To provide you with information, products or services that you request from us for which we utilize third party products or services;
• To provide you with notices about your account with us or to notify you of changes with our products or services;
• To facilitate any actions or transactions that you initiate or are involved in through Seller Labs Products that involve third parties or third party products or services;
• To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection;
• To allow you to participate, at your request, in interactive features through the Seller Labs Products that involve third parties or third party products or services;
• To fulfill a specific purpose for which you provide it; or
• As otherwise provided in our privacy policy, available at https://www.sellerlabs.com/privacy-policy/

TO THE EXTENT ANY OF YOUR CONTENT OR RELATED DATA CONSISTS OF PERSONALLY-IDENTIFIABLE DATA (DATA THAT IDENTIFIES OR COULD BE USED TO IDENTIFY YOUR OR YOUR USERS’ INDIVIDUAL IDENTITIES), THEN OUR RIGHTS TO USE OR SHARE THAT DATA UNDER THIS SECTION WILL ALWAYS REMAIN SUBJECT TO THE TERMS OF OUR PRIVACY POLICIES AND COMPLIANCE WITH APPLICABLE LAWS, RULES OR REGULATIONS.

Neither we nor any of our sublicensees will have any duty to compensate or account to you or Your Users for or in connection with the exercise of any of the foregoing rights. THIS SECTION WILL SURVIVE THE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.

13. INDEMNIFICATION.

YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS US AND OUR SUCCESSORS OR ASSIGNS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS (EACH INDIVIDUALLY AN “INDEMNITEE” AND COLLECTIVELY “INDEMNITEES”), TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AGAINST ANY AND ALL CLAIMS, LIABILITY, LOSS, DAMAGE, OR HARM (INCLUDING WITHOUT LIMITATION REASONABLE LEGAL AND ACCOUNTING FEES) SUFFERED BY ANY INDEMNITEE ARISING FROM OR IN CONNECTION WITH ANY OF THE FOLLOWING (EXCEPT TO THE EXTENT CAUSED BY OUR OWN NEGLIGENCE OR WILLFUL MISCONDUCT):

• YOUR USE OF SELLER LABS PRODUCTS OR YOUR BREACH OF ANY PROVISION OF THIS GENERAL TOS; OR
• ANY OF YOUR CONTENT, INCLUDING WITHOUT LIMITATION ANY CLAIM BY ANY THIRD PARTY:
  • UNDER ANY LAW, RULE OR REGULATION THAT WOULD TREAT US AS THE AUTHOR, CREATOR, PUBLISHER, PROMOTER, OFFEROR, IMPORTER, EXPORTER, DESIGNER, MANUFACTURER, DISTRIBUTOR OR SELLER OF YOUR CONTENT; OR
  • THAT YOUR CONTENT (OR THE USE OF YOUR CONTENT BY ANY INDEMNITEE IN ACCORDANCE WITH THIS GENERAL TOS) INFRINGES, VIOLATES OR MISAPPROPRIATES ANY RIGHT OF SUCH THIRD PARTY OR FAILS TO COMPLY WITH ALL APPLICABLE THIRD PARTY POLICIES, TERMS AND CONDITIONS AND ALL APPLICABLE LAWS, RULES AND REGULATIONS.

ALL INDEMNITEES ARE EXPRESSLY MADE THIRD PARTY BENEFICIARIES OF THIS SECTION. THIS SECTION WILL SURVIVE THE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.

14. DISCLAIMER.

YOUR USE OF SELLER LABS PRODUCTS IS AT YOUR OWN RISK. SELLER LABS PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU AGREE THAT, EXCEPT AS SPECIFICALLY STATED IN THIS GENERAL TOS, WE DO NOT MAKE ANY WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH RESPECT TO SELLER LABS PRODUCTS, THEIR CONTENT OR ANY OTHER SUBJECT MATTER (INCLUDING WITHOUT LIMITATION ANY SERVICES OR INFORMATION OBTAINED THROUGH ANY SELLER LABS PRODUCTS). WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF SELLER LABS PRODUCTS, THAT SELLER LABS PRODUCTS OR THE COMPUTING ENVIRONMENT THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT SELLER LABS PRODUCTS, THEIR CONTENT OR ANY OTHER SUBJECT MATTER (INCLUDING WITHOUT LIMITATION ANY PRODUCTS, SERVICES OR INFORMATION SENT TO, STORED BY OR OBTAINED DIRECTLY OR INDIRECTLY THROUGH SELLER LABS PRODUCTS) WILL BE ACCURATE, COMPLETE, UP-TO-DATE, SECURE, ERROR-FREE, UNINTERRUPTED, OR OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND NOT SPECIFICALLY STATED IN THIS GENERAL TOS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THIS SECTION WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON. WE MAKE NO CLAIMS THAT THE SELLER LABS PRODUCTS ARE APPROPRIATE OR COMPLIANT WITH APPLICABLE LAWS, RULES AND REGULATIONS OUTSIDE OF THE UNITED STATES OF AMERICA. IF YOU ACCESS OR USE THE SELLER LABS PRODUCTS FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU DO SO ON YOUR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS, RULES AND REGULATIONS.

15. LIMITS ON OUR LIABILITY.

THIS SECTION AND ALL OF ITS SUBSECTIONS WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.

15.1 TO THE EXTENT SELLER LABS PRODUCTS ARE PROVIDED TO YOU FOR USE AT NO CHARGE BY US (“FREE PRODUCTS”), YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR DAMAGES OF ANY KIND (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, GENERAL, EXEMPLARY OR PUNITIVE) ARISING OUT OF OR IN CONNECTION WITH FREE PRODUCTS FROM ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY. YOU AGREE THAT FREE PRODUCTS ARE BEING PROVIDED TO YOU BY US AT NO CHARGE BY US TO YOU AND AS A CONVENIENCE TO YOU AND THESE LIMITATIONS ON OUR LIABILITY ARE FAIR IN LIGHT THEREOF. SELLER LABS PRODUCTS THAT WE OFFER AT NO CHARGE DURING A TRIAL PERIOD ARE “FREE PRODUCTS” WITH RESPECT TO YOUR USE OF THEM DURING THE TRIAL PERIOD.

15.2 TO THE EXTENT THAT WE CHARGE YOU FOR ANY USE OF SELLER LABS PRODUCTS – OR TO THE EXTENT THAT THE LIMITATIONS IN THE IMMEDIATELY PRECEDING PARAGRAPH (A) ARE NOT FULLY ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS UNDER APPLICABLE LAW – THEN YOU AGREE THAT:

(1) ANY OTHER PROVISION OF THIS GENERAL TOS TO THE CONTRARY NOTWITHSTANDING, OUR MAXIMUM LIABILITY FOR ANY LOSSES OR DAMAGE FOR WHICH WE ARE FOUND LIABLE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN CONNECTION WITH THIS GENERAL TOS, ANY AGREEMENT BETWEEN YOU AND US UNDER ANY PRIOR VERSION OR INSTANCE OF THIS GENERAL TOS, OR ANY SELLER LABS PRODUCT FROM ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY, WILL BE LIMITED TO ACTUAL, DIRECT DAMAGES INCURRED BY YOU BUT IN NO EVENT WILL EXCEED, IN THE AGGREGATE FOR ALL LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THIS GENERAL TOS, ANY AGREEMENT BETWEEN YOU AND US UNDER ANY PRIOR VERSION OR INSTANCE OF THIS GENERAL TOS, OR SELLER LABS PRODUCT AT ANY TIME, THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100.00) OR THE TOTAL FEES AND EXPENSES ACTUALLY RECEIVED BY US FROM YOU DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE ACT OR OMISSION GIVING RISE TO THE LIABILITY OCCURRED; AND

(2) WE WILL NOT BE LIABLE TO YOU FOR LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES, COVER DAMAGES, OR FOR ANY CLAIMS OR ACTIONS AGAINST YOU BY ANY THIRD PARTY, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SAME. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR SPECIAL DAMAGES, GENERAL DAMAGES, INCIDENTAL DAMAGES, INDIRECT DAMAGES, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OR IMPROPER DISCLOSURE OF DATA. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR HARM OF ANY TYPE WHERE SUCH LOSS, DAMAGE OR HARM WAS CAUSED BY OR RESULTED FROM, IN WHOLE OR IN PART, ANY ACT OR OMISSION OF ANY THIRD PARTY (INCLUDING WITHOUT LIMITATION ANY WILLFUL MISCONDUCT, ILLEGAL ACT OR NEGLIGENCE OF A THIRD PARTY OR A THIRD PARTY’S FAILURE TO FULFILL ITS OBLIGATIONS AND DUTIES UNDER APPLICABLE LAW OR UNDER ANY CONTRACT WITH YOU OR WITH US.)

15.3 ANYTHING IN THIS GENERAL TOS TO THE CONTRARY NOTWITHSTANDING, YOUR REMEDIES ARE LIMITED TO THOSE EXPRESSLY SET FORTH IN THIS GENERAL TOS. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WILL CONTINUE TO APPLY EVEN IN THE EVENT A WARRANTY OR REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NO ACTION ARISING OUT OF THIS GENERAL TOS, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AGAINST US MORE THAN ONE (1) YEAR AFTER COMMISSION OF THE ACT OR OMISSION WHICH GAVE RISE TO THE CAUSE OF ACTION, DISPUTE OR CLAIM.

15.4 YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY LIMITATION ON OUR LIABILITY IN THIS GENERAL TOS (INCLUDING ANY PROVISION OF THIS GENERAL TOS THAT STATES WHAT WE WILL HAVE LIMITED (OR NO) LIABILITY OR RESPONSIBILITY WITH RESPECT TO THE SUBJECT MATTER OF SUCH PROVISION), CONSTITUTES YOUR AGREEMENT TO RELEASE US, OUR OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS IN RIGHTS FROM CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, TO THE EXTENT THAT THEY ALLEGE OR CLAIM ANY LIABILITY THAT HAS BEEN EXCLUDED OR DISCLAIMED OR THAT EXCEEDS THE AGREED-UPON LIMITATION. IN CONNECTION THEREWITH AND IN CONNECTION WITH ANY OTHER RELEASE UNDER THIS GENERAL TOS, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

15.5 THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

16. TERMINATION; EFFECT OF TERMINATION; SUSPENSION.

The term of this General TOS commences on the date you first register for, purchase subscriptions to, log into, access, or use the Seller Labs Products, or otherwise indicate your agreement to these General TOS (whichever is earlier), and shall continue in full force and effect until terminated as set forth below.

16.1 Termination by Non-Renewal. Either party may elect not to renew your Subscription Plan to the Seller Labs Products by providing notice to the other party, in accordance with Section 18 (Notices) hereof, at least thirty (30) days prior to the conclusion of the Subscription Period then in effect (a “Non-Renewal Termination”).

16.2 Termination by You. You may terminate your Subscription Plan to the Seller Labs Products effective immediately if we are found to be materially in breach of a of a material part of this General TOS, and we fail to cure such breach within sixty (60) days of receiving notice thereof from you, provided such notice is made in accordance with Section 18 (Notices) hereof. You may further terminate your Subscription Plan to the Seller Labs Products pursuant to a withdrawal of your acceptance to updates we make to this General TOS, provided however, that such termination is conducted pursuant to Section 2 (Changes to General TOS).

16.3 Termination or Suspension by Us. Notwithstanding anything in this General TOS to the contrary, we reserve the right to suspend our performance hereunder and/or suspend or limit your and/or any of Your Users’ access to or use of Seller Labs Products, or to terminate this General TOS, IMMEDIATELY AND WITHOUT ANY LIABILITY TO YOU in the event of (i) a breach of this General TOS by you (including failure to make any payment when due) or (ii) any act or omission of any of Your Users that (a) would constitute a violation of this General TOS if done by you or (b) in our reasonable discretion, poses a risk of disruption or interference with any portion of the Seller Labs Products (or the security thereof) or with any other user’s use of the Seller Labs Products (or any portion thereof), or (c) constitutes (in our reasonable discretion) an unreasonable, excessive or abusive use of Seller Labs Products, our systems or resources. Neither termination of this General TOS or suspension of your use of the Seller Labs Product relieves you of your obligation to pay amounts due to us.

16.4 Effect of Termination. Termination of this General TOS for any reason also terminates all of your rights to use any and all Seller Labs Products. IF YOU CANCEL YOUR SUBSCRIPTION PLAN FOR CONVENIENCE BEFORE THE END OF THE CURRENT SUBSCRIPTION PERIOD, THE FEES FOR THAT SUBSCRIPTION PERIOD ARE NON-REFUNDABLE AND REMAIN DUE. Provided however, if you timely withdraw of your acceptance to amendments to this General TOS within the Acceptance Withdrawal Period, you may contact us for a prorated refund of any prepaid fees for the portion of the Subscription Period remaining after the effective date of the changes.

16.5 SURVIVAL. ANY PROVISIONS OF THIS GENERAL TOS THAT ARE SPECIFICALLY STATED TO SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON (OR THAT, BY THEIR NATURE ARE INTENDED TO SURVIVE TERMINATION) WILL SURVIVE IN FULL FORCE AND EFFECT, AS WILL ANY PROVISIONS OF THIS GENERAL TOS THAT SERVE TO LIMIT OUR LIABILITY OR PROTECT OUR RIGHTS IN OUR INTELLECTUAL PROPERTY OR OTHER PROPERTY.

16.6 Product Discontinuation. In addition, and without limiting any other right of termination we may have, we may terminate this General TOS (or any Additional Terms) for any specific Seller Labs Product Module for convenience, by discontinuing the Seller Labs Product Module with advance prior notice to you, and this termination will be WITHOUT LIABILITY TO YOU, provided that, if you have prepaid fees for use of the discontinued Seller Labs Product Module beyond the date that such discontinuance becomes effective, we will refund you such unused prepaid fees, which will be your SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION OR DISCONTINUATION.

17. DISPUTE RESOLUTION.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND US HAVE AGAINST EACH OTHER ARE RESOLVED. THIS SECTION AND ITS SUBSECTIONS WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.

17.1 GOVERNING LAW. THIS GENERAL TOS WILL BE DEEMED TO HAVE BEEN MADE AND ENTERED INTO IN ATHENS, GEORGIA, U.S.A. THIS GENERAL TOS AND ANY CLAIM, ACTION, SUIT, PROCEEDING OR DISPUTE ARISING OUT OF OR IN CONNECTION WITH, OR RELATING IN ANY WAY TO, THIS GENERAL TOS OR YOUR USE OF SELLER LABS PRODUCTS (EACH A “DISPUTE” FOR PURPOSES OF THIS SECTION AND ITS SUBSECTIONS) WILL IN ALL RESPECTS BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF GEORGIA (EXCLUDING ITS PRINCIPLES REGARDING CONFLICTS OF LAWS) AND APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF AMERICA.

17.2 AGREEMENT TO ARBITRATE. YOU AND WE AGREE THAT ANY DISPUTE (INCLUDING QUESTIONS OF ARBITRABILITY) WILL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY, AND ONLY SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS.

TO BEGIN AN ARBITRATION PROCEEDING, THE PARTY SEEKING ARBITRATION MUST FIRST GIVE WRITTEN NOTICE TO THE OTHER DESCRIBING THE DISPUTE(S) TO BE ARBITRATED. IF YOU AND WE ARE UNABLE TO RESOLVE THE CLAIMS AND DISPUTES DESCRIBED IN THE NOTICE WITHIN THIRTY (30) DAYS AFTER THE NOTICE IS RECEIVED BY THE OTHER PARTY, YOU OR WE MAY INITIATE ARBITRATION PROCEEDINGS WITH THE ARBITRATION ADMINISTRATOR IDENTIFIED BELOW.

THE ARBITRATION WILL BE ADMINISTERED BY HENNING MEDIATION & ARBITRATION SERVICE, INC. (“HMA”) IN ACCORDANCE WITH ITS RULES. MORE INFORMATION ABOUT HMA AND ITS RULES CAN BE FOUND AT HTTPS://WWW.HENNINGMEDIATION.COM/. THE ARBITRATION HEARING AND ALL PROCEEDINGS IN CONNECTION THEREWITH WILL TAKE PLACE IN ATLANTA, GEORGIA, U.S.A.; HOWEVER, EITHER YOU OR WE CAN CHOOSE TO HAVE THE ARBITRATION CONDUCTED BY TELEPHONE IF PERMITTED BY HMA’S RULES. THE ARBITRATION WILL BE CONDUCTED BY A SINGLE ARBITRATOR SELECTED BY YOU AND US FROM HMA’S PANEL OF ARBITRATORS, OR, IF YOU AND WE ARE UNABLE TO AGREE ON THE SELECTION, BY AN ARBITRATOR APPOINTED BY HMA. THE AWARD WILL BE RENDERED WITHIN THIRTY (30) DAYS OF THE CONCLUSION OF THE ARBITRATION HEARING. THE DECISION OF THE ARBITRATOR WILL BE FINAL AND BINDING ON BOTH YOU AND US, AND ANY AWARD THEREON MAY BE ENTERED AND ENFORCED IN ANY COURT OF COMPETENT JURISDICTION, INCLUDING PURSUANT TO THE UNITED STATES CONVENTION ON THE RECOGNITION AND ENFORCEMENT OF FOREIGN ARBITRAL AWARDS (WHERE APPLICABLE). THE ARBITRATION WILL BE CONDUCTED IN THE ENGLISH LANGUAGE. EACH OF YOU AND US WILL BEAR OUR OWN FEES AND EXPENSES OF ARBITRATION AND PARTICIPATING IN SUCH ARBITRATION, AND ALL FEES AND EXPENSES OF THE ARBITRATOR WILL BE DIVIDED EQUALLY BETWEEN YOU AND US, UNLESS OTHERWISE AGREED IN WRITING BY YOU AND US OR AWARDED BY THE ARBITRATOR.

THIS AGREEMENT TO ARBITRATE WILL NOT BE DEEMED TO PROHIBIT YOU OR US FROM APPLYING TO ANY COURT OF COMPETENT JURISDICTION, FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF ONLY, AS MAY BE NECESSARY TO PROTECT YOUR OR OUR INTELLECTUAL PROPERTY RIGHTS OR RIGHTS IN OUR CONFIDENTIAL INFORMATION, BUT ALL OTHER RELIEF SOUGHT, AND ALL OTHER DISPUTES, WILL REMAIN SUBJECT TO THIS AGREEMENT TO ARBITRATE.

17.3 WAIVER OF CLASS ACTION. YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, YOU AND WE EACH WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR RIGHTS TO BRING CLAIMS AGAINST THE OTHER AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION. YOU AND WE AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.

17.4 JUDICIAL FORUM FOR LEGAL DISPUTES; CONSENT TO JURISDICTION. IN THE EVENT THAT THE AGREEMENT TO ARBITRATE ABOVE IS FOUND NOT TO APPLY TO YOU OR TO A PARTICULAR DISPUTE AS A RESULT OF A DECISION BY THE ARBITRATOR OR A COURT ORDER, THEN, UNLESS YOU AND WE AGREE OTHERWISE, ANY DISPUTE THAT IS NOT SUBJECT TO THE AGREEMENT TO ARBITRATE MUST BE RESOLVED EXCLUSIVELY BY AND IN THE COURTS LOCATED IN FULTON COUNTY, GEORGIA OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA, ATLANTA DIVISION. EACH OF YOU AND US HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION AND EXCLUSIVE VENUE OF COURTS LOCATED IN FULTON COUNTY, GEORGIA OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA, ATLANTA DIVISION, FOR THE PURPOSE OF LITIGATING SUCH DISPUTES, AND WAIVES LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AS A DEFENSE. HOWEVER, THE TERMS OF THE SECTION TITLED “WAIVER OF CLASS ACTION” WILL CONTINUE TO APPLY TO SUCH LITIGATION.

18. NOTICES.

We may deliver any notice required or permitted hereunder (i) via a notice appearing in your account or on the Seller Labs Products or (ii) via electronic mail to your contact information on record with us in your account information, which notice WILL be deemed received by you when posted or transmitted by us. Where we permit notices to be given to us via a feature or functionality of the Seller Labs Products (for example, changes to your account or billing information), you may give such notice through such feature or functionality and it will be deemed effective upon actual receipt by us, but only to the extent the notice is of a type for which the feature or functionality is intended to convey (for example, using your account page to update your contact information). Otherwise, all notices to us under this General TOS (including notices of claims or disputes or to initiate arbitration) must be delivered in writing in hard-copy (paper) to us by (i) personal delivery by hand, (ii) registered mail, (iii) certified mail, return-receipt requested, or (iv) reputable national or international mail courier with proof of delivery. Our current address is:

Seller Labs, LLC
1860 Barnett Shoals Rd, Ste 103-590
Athens, Georgia 30605
Attn: General TOS Notices

We may change this notice address by updating this General TOS or by listing a new address on the applicable Seller Labs Products or website(s) associated with them. YOU ARE RESPONSIBLE FOR MAKING SURE YOU ARE SENDING NOTICES TO OUR MOST-CURRENT ADDRESS AND FOR CONFIRMING THAT THEY HAVE BEEN RECEIVED BY US. Notices given to our address will be deemed effective upon the first normal business day (non-weekend/non-holiday) following actual receipt by us at such address. THIS SECTION WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.

19. GENERAL TERMS.

THIS SECTION AND ITS SUBSECTIONS WILL SURVIVE TERMINATION OF THIS GENERAL TOS FOR ANY REASON.

19.1 Force Majeure. You agree that we will have NO LIABILITY for any issues caused by causes beyond our control, including acts or omissions of third parties. Without limiting the foregoing, you agree that Seller Labs Products may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications, and we will not be liable for any delays, delivery failures, or other damage resulting from such limitations, delays, and other problems.

19.2 Waiver; Amendment; Assignment. No waiver of any right or remedy by us will be valid unless in writing, and waiver of a right or remedy on one occasion by us will not be deemed a waiver of such right or remedy on any other occasion. Except as otherwise provided in this General TOS, this General TOS may not be amended or modified except by a writing signed by you and us. You may not assign this General TOS or any of your rights or obligations without our prior written consent, and any attempt to do so will be void. We may freely assign this General TOS or any of our rights or obligations (in whole or in part, including without limitation in connection with the sale, assignment or other divestiture of some or all of our assets or business that relate to all or any portion of the Seller Labs Products), and you waive notice of such assignment.

19.3 Severability. If any provision of this General TOS is declared invalid by a court of competent jurisdiction, such provision will be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this General TOS will be valid and enforceable to the fullest extent permitted by applicable law.

19.4 Headings; Language. Section titles and headings in this General TOS are provided for convenience only and do not affect or limit the meaning or interpretation of the General TOS. The official language of this General TOS is English. In the event this General TOS is translated, the English version will control, and translations into languages other than English will not be construed as official or original versions of this General TOS. All contract interpretations, notices and dispute resolutions will be in English.

19.5 Links. If the Seller Labs Products contain links to other sites and resources provided by third parties, these links are provided for convenience only. We have no control over the contents of those sites or resources, and will have no responsibility for them and NO LIABILITY for any loss or damage that may arise from them or your use of them. If you decide to access any of the third party sites or resources linked to any part or Module of the Seller Labs Products, you do so entirely AT YOUR OWN RISK and subject to the terms and conditions of use for such sites or resources (including any applicable data privacy or security policies of such sites).

19.6 Entire Agreement. This General TOS sets forth the entire agreement and understanding between you and us pertaining to its subject matter, superseding all prior or contemporaneous discussions, agreements, promises or understandings between you and us pertaining to such subject matter. Any additional or varying terms contained in your preprinted forms, correspondence or other documents transmitted to us, will be of no effect, unless otherwise expressly provided in this General TOS, and are hereby rejected in advance.

19.7 Independent Contractors; No Other Beneficiaries. You agree and acknowledge that the relationship between you and us is that of an independent contractor, and nothing contained in this General TOS will be construed as establishing any employer/employee relationship, partnership or joint venture between you and us unless specifically stated otherwise in this General TOS. You have no authority to bind us to any legal obligation. There are no intended third-party beneficiaries of this General TOS, and nothing in this General TOS will be construed to create any rights enforceable by any person or entity other than you and us.

FEEDBACK GENIUS – ADDITIONAL TERMS OF SERVICE

Revised and Effective: April 14, 2020

THESE ADDITIONAL TERMS (“FEEDBACK GENIUS TERMS”) APPLY TO YOUR USE OF, AND DEALINGS WITH, OUR BUYER-SELLER MESSAGING AND REVIEW SOLICITATION COMMUNICATION MODULES OF THE SELLER LABS PRODUCTS (“FEEDBACK GENIUS”) AND ANY COMMUNICATION SERVICES WE PROVIDE TO YOU IN CONNECTION WITH YOUR USE OF SELLER LABS PRODUCTS THAT ARE POWERED BY FEEDBACK GENIUS.

THESE FEEDBACK GENIUS ADDITIONAL TERMS ARE GOVERNED BY AND SUBJECT TO, ALL TERMS AND CONDITIONS OF OUR GENERAL TERMS OF SERVICE (OUR “GENERAL TOS”) AND BECOME PART OF THE GENERAL TOS. FEEDBACK GENIUS IS A MODULE, AND AN INTEGRAL PART, OF THE “SELLER LABS PRODUCTS” FOR ALL PURPOSES OF THE GENERAL TOS. AS SUCH, YOU SHOULD READ ALL REFERENCES TO “GENERAL TOS” IN THESE FEEDBACK GENIUS ADDITIONAL TERMS TO INCLUDE BOTH THESE FEEDBACK GENIUS ADDITIONAL TERMS AND ALL OTHER APPLICABLE PROVISIONS OF THE GENERAL TOS. IN THE EVENT OF ANY CONFLICT BETWEEN THESE FEEDBACK GENIUS ADDITIONAL TERMS AND THE REMAINDER OF THE GENERAL TOS, THESE FEEDBACK GENIUS ADDITIONAL TERMS WILL CONTROL, BUT ONLY WITH RESPECT TO YOUR USE OF FEEDBACK GENIUS.

1. FUNCTIONALITY OF FEEDBACK GENIUS.

1.1 Core Functionality. Feedback Genius generally allows merchants to create, manage and transmit (through the buyer-seller messaging service of a Supported Marketplace) outbound transaction-related communications regarding goods offered by the merchant (each, a “Product”) to persons or entities who purchased such Product through the applicable Supported Marketplace (a “Purchaser”). Transaction-related communications, whether by email or through other means, may include feedback and review reminders as well as, for merchant-fulfilled transactions, order status updates and similar communications, all to the extent that such features are permitted under the policies of the applicable Supported Marketplace. The foregoing is the “Core Functionality” of Feedback Genius.

1.2 Additional Functionality. If available as part of your Subscription Plan, Feedback Genius may additionally grant you the ability to: (a) create and customize communication and feedback requests for each specific Product or group of Products; (b) create and customize communication and feedback requests based upon timing or other criteria; and/or (c) schedule templated product review requests to Purchasers utilizing the review solicitation service of a Supported Marketplace. The foregoing is the “Additional Functionality” of Feedback Genius.

2. SUPPORTED RETAIL MARKETPLACES

The current list of online retail marketplaces we support (“Supported Marketplace(s)”) can be found here. This list is updated from time to time. We have no obligation to provide Feedback Genius with respect to any online retail marketplace (or other website or business) that is not a Supported Marketplace.

3. PERMISSION TO USE FEEDBACK GENIUS

Subject to your compliance with all terms, conditions, and limitations set forth in the General TOS for the use of Seller Labs Products, including without limitation the payment of all applicable charges and fees, we grant you a limited non-exclusive, personal, non-transferable, non-assignable, non-sublicenseable, revocable license, only when you are in compliance with all terms and conditions of the General TOS and the General TOS has not been terminated, and only during the Subscription Period, to use the Core Functionality, Additional Functionality, and such other features or functionalities of Feedback Genius as we may make available to you from time to time.

4. SET-UP; ACCESS TO NECESSARY INFORMATION

To use Feedback Genius with a given Supported Marketplace:

4.1 you must select the Supported Marketplace in Feedback Genius;

4.2 you must be (and remain at all relevant times) an authorized seller in good standing with respect to the Supported Marketplace, with all necessary rights and permissions to sell Products via the Supported Marketplace and to communicate with Purchasers using the buyer-seller messaging service for the Supported Marketplace; and

4.3 you must take action to grant us and Feedback Genius access to certain information relating to your Supported Marketplace transactions as may be specified by Feedback Genius from time to time (for example, for Amazon Marketplace, at a minimum, by enabling access to this information and any necessary communication functionalities by Feedback Genius in Amazon Marketplace Web Services and your Amazon Seller Central account). If you have questions on how to enable the proper access, Feedback Genius’s technical support team can assist you.

WE HAVE NO OBLIGATION TO PROVIDE (AND NO LIABILITY FOR FAILING TO PROVIDE) FEEDBACK GENIUS WITH RESPECT TO ANY SUPPORTED MARKETPLACE AT ANY TIME IN WHICH (I) WE DO NOT HAVE THE PROPER AUTHORIZED ACCESS TO (AND ACTUALLY RECEIVE ALL) NECESSARY INFORMATION FROM THE SUPPORTED MARKETPLACE AS DESCRIBED ABOVE OR (II) YOU ARE NOT AN AUTHORIZED SELLER IN GOOD STANDING WITH RESPECT TO THE SUPPORTED MARKETPLACE, WITH ALL NECESSARY RIGHTS AND PERMISSIONS TO SELL PRODUCTS VIA THE SUPPORTED MARKETPLACE AND TO COMMUNICATE WITH PURCHASERS USING THE BUYER-SELLER MESSAGING SERVICE FOR THE SUPPORTED MARKETPLACE.

5. EMAIL COMMUNICATIONS TO PURCHASERS.

5.1 Outbound Communications Through Supported Marketplace Buyer-Seller Messaging Service Only. You understand and acknowledge that Feedback Genius can be used to send messages to a Purchaser on an outbound-basis only, and only through the buyer-seller messaging functionality of the Supported Marketplace. As such, you understand and agree that:

• Feedback Genius cannot (and may not) be used to communicate with Purchasers other than through the buyer-seller messaging functionality of the Supported Marketplace;
• because the buyer-seller messaging functionality protects Purchasers’ privacy by masking and replacing their email address with an alias email address supplied by the buyer-seller messaging functionality, (i) you will not have access to the Purchaser’s actual email address through Feedback Genius, and (ii) Feedback Genius can only send messages to Purchaser at the alias email address supplied by the buyer-seller messaging functionality; and
• replies (or other inbound communications) from Purchasers or others are not received by or available in Feedback Genius (however, depending on how the Purchaser or other person sent the message to you, you may receive it in your Supported Marketplace seller account, including for example, your Amazon Seller Central account, or by some other means).

5.2 Creation and Content of Communications; Responsibility. Communications to Purchasers may be created using templates or other preexisting materials created by us that we provide in Feedback Genius or may consist of (in whole or in part) content you provide. NOTWITHSTANDING ANY USE OF TEMPLATES OR OTHER PREEXISTING MATERIALS WE PROVIDE, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL COMMUNICATIONS YOU SEND (OR THAT ARE SENT ON YOUR BEHALF OR AT YOUR DIRECTION) USING FEEDBACK GENIUS, INCLUDING ALL CONTENT OF SUCH COMMUNICATIONS. ALL SUCH CONTENT WILL BE “YOUR CONTENT” WITHIN THE MEANING OF THE GENERAL TOS (EXCEPTING TEMPLATES AND OTHER PREEXISTING MATERIALS CREATED BY US THAT WE PROVIDE). WITHOUT LIMITING THE FOREGOING, YOU BEAR ALL RESPONSIBILITY FOR (AND WE WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR):

• the choice and selection of the content and recipients of any such communications; and
• reviewing and approving all details of the communication for accuracy and appropriateness, and ensuring that the communication complies in all respects with the General TOS, all applicable policies of the Supported Marketplace and all applicable laws.

Our templates and any other material we provide remain our property at all times, and you are granted no right to, and shall not, copy or use them except as specifically permitted by the General TOS and only in connection with your permitted use of Feedback Genius.

5.3 Blacklists and Email Opt-Outs. Feedback Genius allows you to add Purchasers to an email blacklist so that Feedback Genius does not send communications to the Purchaser on your behalf. However, as may be required by applicable laws, rules or regulations or the policies of the applicable Supported Marketplace, each Feedback Genius communication also gives Purchasers and other recipients of communications the affirmative choice to opt-out of further communications via Feedback Genius (either on a seller-by-seller basis or entirely). Purchasers who affirmatively choose to opt-out are automatically added to the email blacklist. You agree that you will not use Feedback Genius to send communications to any Purchaser or recipient who (i) has affirmatively chosen to opt-out of such communications (as evidenced by their presence on an email blacklist), or (ii) has been placed by anyone other than you on an email blacklist that is applicable to you (for example, a Purchaser or recipient who has been added by us to a global blacklist).

5.4 Compliance. YOU WILL ENSURE THAT ALL COMMUNICATIONS YOU SEND (OR THAT ARE SENT ON YOUR BEHALF OR AT YOUR DIRECTION) USING FEEDBACK GENIUS COMPLY AT ALL TIMES AND IN ALL RESPECTS WITH THE GENERAL TOS, ALL APPLICABLE POLICIES OF THE SUPPORTED MARKETPLACE (INCLUDING WITHOUT LIMITATION ANY POLICIES REGARDING USE OF THE BUYER-SELLER MESSAGING SERVICE AND/OR PROHIBITED SELLER ACTIVITIES AND ACTIONS) AND ALL APPLICABLE LAWS, RULES AND REGULATIONS IN ALL JURISDICTIONS IN WHICH YOU, THE PURCHASER AND/OR THE SUPPORTED MARKETPLACE MAY BE LOCATED OR THROUGH WHICH YOUR COMMUNICATION MAY BE TRANSMITTED. Without limiting the foregoing, you agree that all such communications will consist only of transactional messages directly related to the Purchaser’s transaction to purchase the Product (for example, order status updates, returns, warranty claims) and other transaction-related messages that are specifically permitted by the policies of the Supported Marketplace (such as feedback/review solicitations or reminders related to transactions, to the extent permitted under the applicable policies). You specifically agree to not use Feedback Genius to communicate with Purchasers to market or promote any goods or services other than the specific Product purchased by the Purchaser on the applicable Supported Marketplace. FAILURE TO COMPLY WITH THIS SECTION WILL BE A MATERIAL BREACH OF THE GENERAL TOS AND GROUNDS FOR IMMEDIATE SUSPENSION OR TERMINATION OF YOUR USE OF FEEDBACK GENIUS AND YOUR SUBSCRIPTION PLAN.

AS MORE FULLY EXPLAINED IN THE GENERAL TOS, WE ARE NOT A PARTY TO ANY TRANSACTION OR INTERACTION BETWEEN YOU AND ANY THIRD PARTY (INCLUDING ANY SHOPPER OR ONLINE RETAILER), EVEN IF THAT TRANSACTION OR INTERACTION IS FACILITATED, WHETHER DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, BY OR THROUGH US OR FEEDBACK GENIUS. THIS SECTION WILL SURVIVE TERMINATION OF YOUR SUBSCRIPTION PLAN AND THE GENERAL TOS FOR ANY REASON.

5.5 Data, Information and Materials Provided by Supported Marketplace or by You. As noted, our provision of Feedback Genius is conditioned on our access to and receipt of all necessary data, information and materials regarding your transactions relating to the Supported Marketplace. You may also provide us with other data, information and materials regarding you, such transactions or such Purchasers. Feedback Genius uses such data, information and materials to, for example, populate your communications to Purchaser with applicable contact information and transaction details or to provide other features and functionality of Feedback Genius.

You acknowledge that the types of information we can access from the Supported Marketplace with respect to a given Purchaser or transaction may differ based on certain factors related to the Purchaser or transaction, which, in turn, can limit the types of communications you can send through Feedback Genius to such Purchaser related to such transaction. For example, where a certain transaction is Fulfilled By Amazon (FBA), Feedback Genius may not have access to all order and shipping information and so you may not be able to use Feedback Genius to send, for example, order status notices and other communications that may be available for Merchant Fulfillment Network (MFN) transactions that are fulfilled directly by you.

YOU AGREE AND ACKNOWLEDGE THAT:

• ALL SUCH DATA, INFORMATION AND MATERIALS PROVIDED BY YOU OR MADE AVAILABLE TO US BY THE SUPPORTED MARKETPLACE WILL BE “YOUR CONTENT” WITHIN THE MEANING OF THE GENERAL TOS;
• WE HAVE NO CONTROL OVER THE CREATION, SELECTION, TRANSMISSION, CONTENT, CURRENTNESS, QUALITY, AVAILABILITY OR ACCURACY OF ANY SUCH DATA, INFORMATION OR MATERIALS, AND WE WILL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS OR HARM CAUSED BY SUCH DATA, INFORMATION OR MATERIALS (INCLUDING ANY ERRORS, INACCURACIES, INCOMPLETENESS, OR UNAVAILABILITY OF SUCH DATA, INFORMATION OR MATERIALS);
• WE ARE ENTITLED TO RELY FULLY ON ALL SUCH DATA, INFORMATION AND MATERIALS AS THEY ARE PROVIDED OR MADE AVAILABLE TO US OR FEEDBACK GENIUS, AND WE HAVE NO OBLIGATION TO INVESTIGATE OR VERIFY ANY SUCH DATA, INFORMATION OR MATERIALS; AND
• YOU ARE SOLELY RESPONSIBLE FOR ENSURING, AND WILL ENSURE, THAT ALL SUCH DATA, INFORMATION AND MATERIALS (AND THE PROVISION AND DELIVERY OF IT TO US AND YOUR AND OUR USE THEREOF IN CONNECTION WITH FEEDBACK GENIUS) IS COMPLIANT WITH ALL POLICIES OF THE SUPPORTED MARKETPLACE AND ALL APPLICABLE LAWS, RULES AND REGULATIONS, INCLUDING WITHOUT LIMITATION ANY LAWS, RULES AND REGULATIONS OF ANY JURISDICTION RELATING TO THE MARKETING COMMUNICATIONS OR COLLECTION, USE, DISSEMINATION OR TRANSFER OF PERSONAL DATA OR INFORMATION OF INDIVIDUALS.

6. OTHER FEATURES AND FUNCTIONALITIES<

In addition to the Core Functionality and Additional Functionality of Feedback Genius, Feedback Genius may provide other features and functionalities as may be described on Feedback Genius (for example, monitoring and notification of reviews and feedback on your Products), subject to availability and payment of any applicable fees. Additional terms and/or fees may apply to these features, and using such new or additional features after notice of such additional terms and/or fees constitutes your consent to such additional terms and fees, which WILL become part of the General TOS (and if such additional terms conflict with other terms of the General TOS, they will control with respect to such new or additional features). Without limiting the foregoing, please note:

6.1 Messaging/Notifications. Feedback Genius may offer certain features to provide you with notification of activity related to your transactions related to a Supported Marketplace (for example, notifications that a Purchaser has left a review, rating or feedback). You acknowledge that, if you elect to receive these notifications on a mobile device, then you may incur data and messaging charges for these notifications from your communications or device provider in addition to any fees payable to us, and these charges are solely your responsibility. You can control the frequency and number of notices you receive by adjusting the notification parameters provided by Feedback Genius (for example, by choosing to be notified only of certain feedback – e.g., “only negative feedback” rather than “all feedback”).

7. PRICING AND PAYMENT

. All terms related to pricing and payment in connection with the Feedback Genius Module are as set forth in our General TOS.

8. ADDITIONAL LIMITATION.

WITHOUT LIMITING ANY OTHER PROVISION OF THE GENERAL TOS, ALL OF OUR OBLIGATIONS AND UNDERTAKINGS WITH RESPECT TO FEEDBACK GENIUS ARE ALSO SUBJECT TO ALL POLICIES AND PERMISSIONS OF THE APPLICABLE SUPPORTED MARKETPLACE, WHICH POLICIES AND PERMISSIONS MAY BE CHANGED FROM TIME TO TIME BY THE PROPRIETOR(S) OF THE APPLICABLE SUPPORTED MARKETPLACE. WE HAVE NO CONTROL OVER SUCH POLICIES, PERMISSIONS OR CHANGES, NOR WILL WE HAVE ANY LIABILITY TO YOU FOR OUR FAILURE TO PERFORM OR FOR YOUR INABILITY TO FULLY USE OR RECEIVE ANY BENEFITS OF FEEDBACK GENIUS AS A RESULT OF ANY SUCH POLICIES, PERMISSIONS OR CHANGES. FOR EXAMPLE, A SUPPORTED MARKETPLACE MAY PROHIBIT OR REVOKE PERMISSIONS FOR US TO ACCESS OR RECEIVE NECESSARY DATA (OR REFUSE TO PERMIT USE OF FEEDBACK GENIUS WITH A SUPPORTED MARKETPLACE) AT ANY TIME IN THEIR SOLE DISCRETION. SIMILARLY, WE HAVE NO LIABILITY WHATSOEVER FOR ANY FAILURE TO PROVIDE ANY PORTION OF FEEDBACK GENIUS (INCLUDING ANY ERROR, DELAY OR FAILURE IN DELIVERY OF COMMUNICATIONS) WHERE CAUSED, IN WHOLE OR IN PART, BY ANY ERRORS IN, INABILITY TO ACCESS, OR DEGRADATION IN ACCESS TO, THE SUPPORTED MARKETPLACE SYSTEMS OR ANY DATA, INFORMATION OR MATERIALS RELATED THERETO OR THE BUYER-SELLER MESSAGING SERVICE DUE TO CAUSES BEYOND OUR CONTROL (INCLUDING WITHOUT LIMITATION OUTAGES, DOWNTIME OR DISCONTINUATION OF ANY OF THE FOREGOING OR DENIAL OF OUR ACCESS TO ANY OF THE FOREGOING).

In addition, and without limiting any other right of suspension or termination we may have under the General TOS, we reserve the right to, at any time, refuse, delete, remove or disable access to any information or materials, WITHOUT ANY LIABILITY TO YOU, where required by applicable law, rule or regulation, or if we determine that it does not comply (or that you are not complying) in all respects with the General TOS and all applicable policies of the Supported Marketplace or could lead to liability on our part to any third party.

9. INDEMNIFICATION

IN ADDITION TO ANY OTHER OBLIGATION YOU HAVE UNDER THE GENERAL TOS, YOU WILL ALSO DEFEND, INDEMNIFY AND HOLD HARMLESS US AND OUR SUCCESSORS, ASSIGNS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS (EACH INDIVIDUALLY AN “INDEMNITEE” AND COLLECTIVELY “INDEMNITEES”), TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AGAINST ANY AND ALL CLAIMS, LIABILITY, LOSS, DAMAGE, OR HARM (INCLUDING WITHOUT LIMITATION APPLICABLE LEGAL AND ACCOUNTING FEES) SUFFERED BY ANY INDEMNITEE ARISING FROM OR IN CONNECTION WITH ANY OF THE FOLLOWING (EXCEPT TO THE EXTENT CAUSED BY OUR OWN NEGLIGENCE OR WILLFUL MISCONDUCT):

• YOUR BUSINESS ACTIVITIES (INCLUDING WITHOUT LIMITATION YOUR OFFERING OR SALE OF PRODUCTS OR YOUR TRANSACTIONS WITH A PURCHASER OR ANY SUPPORTED MARKETPLACE), OR
• ANY PRODUCTS, INCLUDING WITHOUT LIMITATION ANY CLAIM BY ANY THIRD PARTY:
  • (1) ARISING FROM YOUR FAILURE OR INABILITY TO FULFILL ANY PRODUCT, REGARDLESS OF THE REASON FOR SUCH FAILURE OR INABILITY, AND SPECIFICALLY INCLUDING ANY FAILURE OR INABILITY CAUSED BY MANUFACTURING OR TRANSPORTATION ISSUES, CLAIMS OF INFRINGEMENT, OR FAILURE TO COMPLY WITH ALL APPLICABLE TERMS AND CONDITIONS OF THE SUPPORTED MARKETPLACE OR WITH ALL APPLICABLE LAWS, RULES OR REGULATIONS;
  • (2) UNDER ANY LAW, RULE OR REGULATION THAT WOULD TREAT US AS THE AUTHOR, CREATOR, PUBLISHER, PROMOTER, OFFEROR, IMPORTER, EXPORTER, DESIGNER, MANUFACTURER, DISTRIBUTOR OR SELLER OF PRODUCTS (INCLUDING WITHOUT LIMITATION CLAIMS SOUNDING IN OR BASED UPON, INACCURACIES OR OMISSIONS, MISREPRESENTATION, WARRANTY, BODILY INJURY OR DEATH, OR PRODUCT LIABILITY); OR
  • (3) THAT ANY PRODUCT INFRINGES, VIOLATES OR MISAPPROPRIATES ANY RIGHT OF SUCH THIRD PARTY OR FAILS TO COMPLY WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS.

ALL INDEMNITEES ARE EXPRESSLY MADE THIRD PARTY BENEFICIARIES OF THIS SECTION. THIS SECTION WILL SURVIVE THE TERMINATION OF YOUR SUBSCRIPTION PLAN AND THE GENERAL TOS FOR ANY REASON.

IGNITE – ADDITIONAL TERMS OF SERVICE

Revised and Effective: April 14, 2020

THESE ADDITIONAL TERMS (“IGNITE ADDITIONAL TERMS”) APPLY TO YOUR USE OF, AND DEALINGS WITH, OUR IGNITE MODULE OF THE SELLER LABS PRODUCTS (“IGNITE”), AND ANY SERVICES WE PROVIDE TO YOU IN CONNECTION WITH YOUR USE OF IGNITE.

THESE IGNITE ADDITIONAL TERMS ARE GOVERNED BY AND SUBJECT TO, ALL TERMS AND CONDITIONS OF OUR GENERAL TERMS OF SERVICE (OUR “GENERAL TOS”) AND BECOME PART OF THE GENERAL TOS. IGNITE IS A MODULE, AND AN INTEGRAL PART, OF THE “SELLER LABS PRODUCTS” FOR ALL PURPOSES OF THE GENERAL TOS. AS SUCH, YOU SHOULD READ ALL REFERENCES TO “GENERAL TOS” IN THESE IGNITE ADDITIONAL TERMS TO INCLUDE BOTH THESE IGNITE ADDITIONAL TERMS AND ALL OTHER APPLICABLE PROVISIONS OF THE GENERAL TOS. IN THE EVENT OF ANY CONFLICT BETWEEN THESE IGNITE ADDITIONAL TERMS AND THE REMAINDER OF THE GENERAL TOS, THESE IGNITE ADDITIONAL TERMS WILL CONTROL, BUT ONLY WITH RESPECT TO YOUR USE OF IGNITE.

1. CORE FUNCTIONALITY OF IGNITE

Ignite generally allows merchants who have registered with Ignite to create and manage advertising campaigns regarding specific goods offered by the merchant (“Product(s)”) on a Supported Marketplace using the advertising campaign functionalities provided by the applicable Supported Marketplace. The foregoing is the “Core Functionality” of Ignite.

2. SUPPORTED RETAIL MARKETPLACES

The current list of online retail marketplaces we support (“Supported Marketplace(s)”) can be found here. This list is updated from time to time. We have no obligation to provide Ignite with respect to any retail marketplace (or other website or business) that is not a Supported Marketplace.

3. PERMISSION TO USE IGNITE.

3.1 Subject to your compliance with all terms, conditions, and limitations set forth in the General TOS for the use of Seller Labs Products, including without limitation the payment of all applicable charges and fees, we grant you a limited, non-exclusive, personal, non-transferable, non-assignable, non-sublicenseable, revocable license, only when you are in compliance with all terms and conditions of the General TOS and the General TOS has not been terminated, and only during the Subscription Period, to use the Core Functionality of Ignite and such other features or functionalities of Ignite as we may make available to you from time to time.

3.2 You may permit Your Users to use Ignite, for your business purposes, so long as Your Users have executed agreements (manually or electronically) with you that are at least as protective of our rights in Ignite as set forth in the General TOS and these additional terms for Ignite. You will be solely responsible for all acts or omissions of Your Users, including without limitation, any claims and resulting liability that may result from Your Users’ use of, or interaction with, Ignite.

4. SET-UP; ACCESS TO NECESSARY INFORMATION

To use Ignite with a given Supported Marketplace:

4.1 you must select the Supported Marketplace in Ignite;

4.2 you must be (and remain at all relevant times) an authorized seller in good standing with respect to the Supported Marketplace, with all necessary rights and permissions to advertise and sell Products via the Supported Marketplace and to use the specific type of advertising campaign functionality of the Supported Marketplace with which you wish you use Ignite (for example, a Supported Marketplace may make certain advertising campaign functionalities available only to merchants who meet certain additional criteria or other requirements specified by the Supported Marketplace); and

4.3 you must take action to grant us and Ignite access to certain information and functionalities relating to your Supported Marketplace account(s) as may be specified by Ignite from time to time for a given feature of Ignite or advertising campaign type (for example, for Amazon Marketplace, at a minimum, by enabling access to this information and any necessary advertising campaign functionalities by Ignite in Amazon Marketplace Web Services and your Amazon Seller Central account). If you have questions on how to enable the proper access, Ignite’s technical support team can assist you.

WE HAVE NO OBLIGATION TO PROVIDE (AND NO LIABILITY FOR FAILING TO PROVIDE) IGNITE WITH RESPECT TO ANY SUPPORTED MARKETPLACE OR ANY GIVEN ADVERTISING CAMPAIGN AT ANY TIME IN WHICH (I) WE DO NOT HAVE THE PROPER AUTHORIZED ACCESS TO (AND ACTUALLY RECEIVE ALL) NECESSARY INFORMATION AND ADVERTISING CAMPAIGN FUNCTIONALITIES FROM THE SUPPORTED MARKETPLACE AS DESCRIBED ABOVE OR (II) YOU ARE NOT AN AUTHORIZED SELLER IN GOOD STANDING WITH RESPECT TO THE SUPPORTED MARKETPLACE, WITH ALL NECESSARY RIGHTS AND PERMISSIONS TO ADVERTISE AND SELL PRODUCTS VIA THE SUPPORTED MARKETPLACE AND TO USE THE SPECIFIC TYPE OF ADVERTISING CAMPAIGN FUNCTIONALITY OF THE SUPPORTED MARKETPLACE WITH WHICH YOU WISH TO USE IGNITE.

5. ADVERTISING CAMPAIGN FUNCTIONALITIES

Examples of possible advertising campaign functionalities of a Supported Marketplace include the following. YOU ACKNOWLEDGE THAT IGNITE MAY NOT SUPPORT ALL OF THESE CAMPAIGN FUNCTIONALITIES CURRENTLY OR MAY NOT SUPPORT ALL CAMPAIGN FUNCTIONALITIES WITH RESPECT TO A GIVEN SUPPORTED MARKETPLACE:

• Sponsored Products Ads – this function allows you to specify a Product, set a daily budget and duration for your campaign, and specify whether that campaign will be targeted “manually” (meaning that you choose the Keywords that will be associated with your campaign) or “automatically” (meaning that the Supported Marketplace will choose the Keywords that will be associated with your campaign). “Keyword” means a word or other term that allows shoppers to locate products when conducting searches using that word or term on the Supported Marketplace.
• Sponsored Brands Ads – advertising that appears at the top of the search results page, and can include custom advertising graphics or text.

6. CAMPAIGN CREATION AND MANAGEMENT

Ignite enables campaign creation and management only through the supported advertising campaign functionalities of the Supported Marketplace.

This means that, to the extent that Ignite supports a given advertising campaign functionality of the Supported Marketplace, you may use Ignite to create and manage advertising campaigns with the applicable advertising campaign functionality. You may also be able to use Ignite to manage advertising campaigns that you (or one of Your Users) created on your own using the advertising campaign functionality of the Supported Marketplace (without the use of Ignite), so long as that campaign is associated with the account on the Supported Marketplace with which you use Ignite. Further, in certain cases, Ignite may allow you to create campaigns which utilize two or more advertising campaign functionalities in combination (for example, a campaign which concurrently uses both the “manual targeting” and “automated targeting” advertising campaign functionalities offered by a Supported Marketplace); we sometimes refer to these as “Ignite Campaigns”.

7. YOUR RESPONSIBILITY FOR CAMPAIGN CREATION AND MANAGEMENT

THIS SECTION WILL SURVIVE TERMINATION OF YOUR SUBSCRIPTION PLAN AND THE GENERAL TOS FOR ANY REASON. YOU AGREE THAT YOU ARE ULTIMATELY AND SOLELY RESPONSIBLE FOR ALL ASPECTS OF YOUR ADVERTISING CAMPAIGNS CREATED OR MANAGED THROUGH YOUR USE OF IGNITE. WITHOUT LIMITING THE FOREGOING, YOU BEAR ALL RESPONSIBILITY FOR (AND WE WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR):

• the choice, selection and designation of campaigns and all relevant content, criteria and parameters for campaigns;
• reviewing and approving all details of the campaign for accuracy and appropriateness and ensuring that the campaign complies in all respects with the General TOS, all applicable policies of the Supported Marketplace and all applicable laws;
• any automated action you authorize (described below) and any results of such actions; and
• all fees and expenses associated with a campaign (including without limitation any fees and expenses that may become payable to a Supported Marketplace or other third party in connection with any campaign.) WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT CHOOSING TO CREATE AN IGNITE CAMPAIGN MAY RESULT IN THE CREATION OF A CAMPAIGN THAT UTILIZES TWO OR MORE ADVERTISING CAMPAIGN FUNCTIONALITIES IN COMBINATION AND THAT YOU MAY INCUR THIRD PARTY FEES AND EXPENSES ASSOCIATED WITH ADVERTISING CAMPAIGN FUNCTIONALITY(IES).

Campaigns may be created using templates or other preexisting materials created by us that we provide in Ignite or may consist of (in whole or in part) content you provide. NOTWITHSTANDING ANY USE OF TEMPLATES OR OTHER PREEXISTING MATERIALS WE PROVIDE, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT OF YOUR ADVERTISING CAMPAIGN. ALL SUCH CONTENT WILL BE “YOUR CONTENT” WITHIN THE MEANING OF THE GENERAL TOS (EXCEPT FOR THE PORTIONS THAT CONSIST OF TEMPLATES OR OTHER PREEXISTING MATERIALS CREATED BY US THAT WE PROVIDE). Our templates and any other material we provide remain our property at all times, and you are granted no right to, and shall not, copy or use them except as specifically permitted by the General TOS and then only in connection with your permitted use of Ignite.

7.1 AUTOMATED PROCESSES AND PARAMETERS. IGNITE MAY CONTAIN CERTAIN FEATURES OR FUNCTIONALITIES THAT ALLOW YOU TO AUTOMATE CERTAIN PRESENT OR FUTURE ACTIONS FOR AN ADVERTISING CAMPAIGN BASED ON CRITERIA OR PARAMETERS THAT YOU SET OR AGREE TO (FOR EXAMPLE, AUTOMATING SELECTION AND SUBMISSION OF BIDS AND AUTOMATING OTHER ASPECTS OF CAMPAIGN CREATION OR MANAGEMENT). YOU ARE SOLELY RESPONSIBLE FOR CHOOSING WHETHER TO USE SUCH AUTOMATED FUNCTIONALITIES AND FOR THE CHOICE AND SELECTION OF ANY APPLICABLE CRITERIA OR PARAMETERS WITH RESPECT TO THE ACTION TO BE AUTOMATED. YOU AGREE THAT, IF YOU ELECT TO USE SUCH AUTOMATED FUNCTIONALITIES, YOU ARE AUTHORIZING AND INSTRUCTING US AND IGNITE TO ACT AS YOUR AGENT AND ON YOUR BEHALF TO TAKE THE ACTION YOU AUTOMATED, AND TO INCUR ANY THIRD PARTY FEES AND EXPENSES RESULTING FROM OR ASSOCIATED WITH SUCH ACTION, WITHOUT FURTHER INPUT OR APPROVAL BY YOU. WE ARE ENTITLED TO RELY ON YOUR AUTHORIZATIONS AND INSTRUCTIONS. YOU AGREE THAT ALL SUCH ACTIONS WILL BE BINDING ON YOU. WE WILL HAVE NO LIABILITY TO YOU WHATSOEVER FOR US OR IGNITE TAKING SUCH ACTION (OR ANY RESULT THEREOF) WITHIN THE PARAMETERS AND CRITERIA THAT YOU SET OR AGREE TO FOR SUCH ACTION.

WHERE AN ADVERTISING CAMPAIGN USES OR RELIES ON ANY AUTOMATED CAMPAIGN FUNCTIONALITY PROVIDED BY A SUPPORTED MARKETPLACE (FOR EXAMPLE, “AUTOMATED TARGETING” WHERE THE SUPPORTED MARKETPLACE CHOOSES THE KEYWORDS THAT WILL BE ASSOCIATED WITH YOUR CAMPAIGN), WE HAVE NO RESPONSIBILITY OR LIABILITY FOR THE USE OR RESULTS OF SUCH AUTOMATED CAMPAIGN FUNCTIONALITY.

7.2 SUGGESTED DATA OR PARAMETERS. IGNITE MAY PROVIDE YOU WITH ACCESS TO CERTAIN DATA FOR YOUR CONSIDERATION AND USE IN CONNECTION WITH YOUR USE OF IGNITE (INCLUDING, FOR EXAMPLE, SUGGESTIONS REGARDING KEYWORDS, BID OR BUDGET AMOUNTS, OR OTHER PARAMETERS OR DATA). ALL DATA WE PROVIDE OR THAT YOU OBTAIN ACCESS TO IN CONNECTION WITH IGNITE IS PROVIDED ON AN INFORMATIONAL BASIS ONLY AND DOES NOT CONSTITUTE A RECOMMENDATION OR ADVICE TO YOU FROM US. ANY INDICATION OF OUR ASSESSMENT AS TO THE QUALITY OR FITNESS OF THE DATA (FOR EXAMPLE, A “CONFIDENCE LEVEL”, IF AND AS AVAILABLE) (A) REFLECTS OUR OPINION ONLY, (B) DOES NOT CONSTITUTE ANY REPRESENTATION OR WARRANTY AS TO THE QUALITY OF THE DATA OR ITS FITNESS FOR ANY PURPOSE, AND (C) DOES NOT RELIEVE YOU OF YOUR OBLIGATION TO USE YOUR INDEPENDENT JUDGMENT AS TO WHETHER TO USE OR RELY ON SUCH DATA AND WHETHER SUCH DATA IS FIT FOR ANY PARTICULAR PURPOSE. SUCH DATA MAY NOT BE CURRENT OR MAY CONTAIN ERRORS. SOME DATA MAY BE COMPRISED OF OR BASED ON STATISTICAL, ESTIMATED OR FORECAST DATA REGARDING PAST OR FUTURE PERFORMANCE OR PAST OR FUTURE CIRCUMSTANCES, AND MAY BE BASED ON (I) DATA THAT MAY NO LONGER BE CURRENT, (II) ESTIMATES THAT MAY INVOLVE HIGHLY SUBJECTIVE ASSESSMENTS AND (III) MODELS THAT MAY CHANGE FROM TIME TO TIME AND BE DIFFERENT FROM THE ASSUMPTIONS AND MODELS USED BY OTHER PERSONS. YOU ARE SOLELY RESPONSIBLE FOR YOUR DECISION TO USE OR NOT USE ANY SUCH DATA AND ALL SUCH USE IS STRICTLY AT YOUR OWN DISCRETION AND AT YOUR OWN RISK.

7.3 Limitation on Use and Dissemination of Output. You agree and acknowledge that certain data provided by Ignite (including, for example, suggestion data relating to keywords, bid or budget amounts, parameters or other presentations and analyses of historical, estimated or forecast data) have been or will be created by us through our proprietary or confidential methodologies and processes and may also be protected by copyright or other proprietary rights. As such, you agree that you will only use such data for your internal personal or business use and will not re-publish, re-sell or disseminate such data to any third party for any purpose without our express prior written consent (except where we have already disclosed them to the public ourselves). This section does NOT limit your use of individual Keywords or of any data that is also publicly available from the Supported Marketplace or from other sources without use of Ignite or our proprietary or confidential methodologies and processes.

8. OTHER FEATURES AND FUNCTIONALITIES

In addition to the Core Functionality of Ignite, Ignite may provide other features and functionalities as described on Ignite, subject to availability and your payment of any applicable fees. Additional terms and/or fees may apply to these features, and using such new or additional features after notice of such additional terms and/or fees constitutes your consent to such additional terms and fees, which WILL become part of the General TOS (and if such additional terms conflict with other terms of the General TOS, they will control with respect to such new or additional features).

9. Third Party Fees

Subscription Fees payable to us (as set forth in the General TOS) are IN ADDITION TO, AND NOT IN LIEU OF, any fees and expenses that may become payable to a supported online retail or marketplace platform (e.g. Amazon) or other third party in connection with any campaign (even where those fees and expenses are incurred by, through or as a result of your use of Ignite). These third party fees and expenses are not included in the fees you pay to us but, instead, are charged directly by, and payable directly to, the applicable third party, and you remain solely responsible for paying them to the third party. We have no liability to you for any failure to perform, or for the suspension or discontinuation of a campaign, caused by your failure to pay all applicable third party fees and expenses.

10. DISCLAIMER

WITHOUT LIMITING ANY OTHER TERM OF THE GENERAL TOS, YOU ACKNOWLEDGE THAT WE SPECIFICALLY DISCLAIM ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT (I) USE OF IGNITE OR ANY DATA WE PROVIDE IN CONNECTION WITH IGNITE WILL MEET YOUR EXPECTATIONS, NEEDS OR INTENDED USE OR ACHIEVE ANY GIVEN FAVORABLE RESULT OR OUTCOME FOR YOU OR YOUR BUSINESS (INCLUDING WITHOUT LIMITATION ANY INCREASED SALES, PRODUCT EXPOSURE OR PROFITS), OR (II) ANY SUGGESTED DATA, ESTIMATED DATA OR FORECAST DATA WILL MATCH, OR BE AN ACCURATE PREDICTOR OF, ACTUAL CIRCUMSTANCES OR OUTCOMES OR YOUR ACTUAL EXPERIENCES.

11. ADDITIONAL LIMITATIONS

THIS SECTION WILL SURVIVE TERMINATION OF YOUR SUBSCRIPTION PLAN AND THE GENERAL TOS FOR ANY REASON.

11.1 As noted, our provision of Ignite is conditioned on our access to and receipt of all necessary data, information and materials regarding your business activities on the Supported Marketplace and our access to the advertising campaign functionalities of the Supported Marketplace. WE HAVE NO CONTROL OVER THE CREATION, SELECTION, TRANSMISSION, CONTENT, CURRENTNESS, QUALITY, AVAILABILITY OR ACCURACY OF ANY DATA, INFORMATION OR MATERIALS AVAILABLE FROM, ON OR THROUGH THE SUPPORTED MARKETPLACE, AND WE WILL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS OR HARM CAUSED BY SUCH DATA, INFORMATION OR MATERIALS (INCLUDING ANY ERRORS, INACCURACIES, INCOMPLETENESS, OR UNAVAILABILITY OF SUCH DATA, INFORMATION OR MATERIALS). WE ARE ENTITLED TO RELY FULLY ON ALL SUCH DATA, INFORMATION AND MATERIALS AS THEY ARE PROVIDED OR MADE AVAILABLE TO US OR IGNITE, AND WE HAVE NO OBLIGATION TO INVESTIGATE OR VERIFY ANY SUCH DATA, INFORMATION OR MATERIALS. AS BETWEEN YOU AND US, ALL DATA, INFORMATION AND MATERIALS OBTAINED FROM THE SUPPORTED MARKETPLACE REGARDING YOUR BUSINESS ACTIVITIES ON THE SUPPORTED MARKETPLACE IS “YOUR CONTENT” WITHIN THE MEANING OF THE GENERAL TOS.

11.2 WITHOUT LIMITING ANY OTHER PROVISION OF THE GENERAL TOS, ALL OF OUR OBLIGATIONS AND UNDERTAKINGS WITH RESPECT TO IGNITE ARE ALSO SUBJECT TO ALL POLICIES AND PERMISSIONS OF THE APPLICABLE SUPPORTED MARKETPLACE, WHICH POLICIES AND PERMISSIONS MAY BE CHANGED FROM TIME TO TIME BY THE PROPRIETOR(S) OF THE APPLICABLE SUPPORTED MARKETPLACE. WE HAVE NO CONTROL OVER SUCH POLICIES, PERMISSIONS OR CHANGES, NOR WILL WE HAVE ANY LIABILITY TO YOU FOR OUR FAILURE TO PERFORM OR FOR YOUR INABILITY TO FULLY USE OR RECEIVE ANY BENEFITS OF IGNITE AS A RESULT OF ANY SUCH POLICIES, PERMISSIONS OR CHANGES. FOR EXAMPLE, A SUPPORTED MARKETPLACE MAY PROHIBIT OR REVOKE PERMISSIONS FOR US TO ACCESS OR RECEIVE DATA (OR REFUSE TO PERMIT USE OF IGNITE WITH A SUPPORTED MARKETPLACE) AT ANY TIME IN THEIR SOLE DISCRETION.

SIMILARLY, WE HAVE NO LIABILITY WHATSOEVER FOR ANY FAILURE TO PROVIDE ANY PORTION OF IGNITE (INCLUDING ANY ERROR, DELAY OR FAILURE IN DELIVERY OF COMMUNICATIONS) WHERE CAUSED, IN WHOLE OR IN PART, BY ANY ERRORS IN, INABILITY TO ACCESS, OR DEGRADATION IN ACCESS TO, ANY SUPPORTED MARKETPLACE SYSTEMS, ANY ADVERTISING CAMPAIGN FUNCTIONALITY OR ANY DATA, INFORMATION OR MATERIALS RELATED THERETO DUE TO CAUSES BEYOND OUR CONTROL (INCLUDING WITHOUT LIMITATION OUTAGES, DOWNTIME OR DISCONTINUATION OF ANY OF THE FOREGOING OR DENIAL OF OUR ACCESS TO ANY OF THE FOREGOING).

11.3 AS MORE FULLY EXPLAINED ELSEWHERE IN THE GENERAL TOS, WE ARE NOT A PARTY TO ANY TRANSACTION OR INTERACTION BETWEEN YOU AND ANY THIRD PARTY (INCLUDING ANY SHOPPER OR ONLINE RETAILER), EVEN IF THAT TRANSACTION OR INTERACTION IS FACILITATED, IN WHOLE OR IN PART, BY OR THROUGH US OR IGNITE.

11.4 In addition, and without limiting any other right of suspension or termination we may have under the General TOS, we reserve the right to, at any time, refuse, delete, remove or disable access to any information or materials, WITHOUT ANY LIABILITY TO YOU, where required by applicable law, rule or regulation, or if we determine that it does not comply (or that you are not complying) in all respects with the General TOS and all applicable policies of the Supported Marketplace or could lead to liability on our part to any third party.

12. INDEMNIFICATION

IN ADDITION TO ANY OTHER OBLIGATION YOU HAVE UNDER THE GENERAL TOS, YOU WILL ALSO DEFEND, INDEMNIFY AND HOLD HARMLESS US AND OUR SUCCESSORS OR ASSIGNS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS (EACH INDIVIDUALLY AN “INDEMNITEE” AND COLLECTIVELY “INDEMNITEES”), TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AGAINST ANY AND ALL CLAIMS, LIABILITY, LOSS, DAMAGE, OR HARM (INCLUDING WITHOUT LIMITATION APPLICABLE LEGAL AND ACCOUNTING FEES) SUFFERED BY ANY INDEMNITEE ARISING FROM OR IN CONNECTION WITH ANY OF THE FOLLOWING (EXCEPT TO THE EXTENT CAUSED BY OUR OWN NEGLIGENCE OR WILLFUL MISCONDUCT):

• YOUR BUSINESS ACTIVITIES (INCLUDING WITHOUT LIMITATION YOUR ADVERTISING CAMPAIGNS, OFFERING OR SALE OF PRODUCTS OR YOUR TRANSACTIONS WITH A PURCHASER OR ANY SUPPORTED MARKETPLACE); OR
• ANY PRODUCTS, INCLUDING WITHOUT LIMITATION ANY CLAIM BY ANY THIRD PARTY:
  • ARISING FROM YOUR FAILURE OR INABILITY TO FULFILL ANY PRODUCT, REGARDLESS OF THE REASON FOR SUCH FAILURE OR INABILITY, AND SPECIFICALLY INCLUDING ANY FAILURE OR INABILITY CAUSED BY MANUFACTURING OR TRANSPORTATION ISSUES, CLAIMS OF INFRINGEMENT, OR FAILURE TO COMPLY WITH ALL APPLICABLE TERMS AND CONDITIONS OF THE SUPPORTED MARKETPLACE OR WITH ALL APPLICABLE LAWS, RULES OR REGULATIONS;
  • UNDER ANY LAW, RULE OR REGULATION THAT WOULD TREAT US AS THE AUTHOR, CREATOR, PUBLISHER, PROMOTER, OFFEROR, IMPORTER, EXPORTER, DESIGNER, MANUFACTURER, DISTRIBUTOR OR SELLER OF PRODUCTS (INCLUDING WITHOUT LIMITATION CLAIMS SOUNDING IN OR BASED UPON, INACCURACIES OR OMISSIONS, MISREPRESENTATION, WARRANTY, BODILY INJURY OR DEATH, OR PRODUCT LIABILITY); OR
  • THAT ANY PRODUCT INFRINGES, VIOLATES OR MISAPPROPRIATES ANY RIGHT OF SUCH THIRD PARTY OR FAILS TO COMPLY WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS.

ALL INDEMNITEES ARE EXPRESSLY MADE THIRD PARTY BENEFICIARIES OF THIS SECTION. THIS SECTION WILL SURVIVE THE TERMINATION OF YOUR SUBSCRIPTION PLAN AND THE GENERAL TOS FOR ANY REASON.

SCOPE – ADDITIONAL TERMS OF SERVICE

Revised and Effective: April 14, 2020

THESE ADDITIONAL TERMS (“SCOPE ADDITIONAL TERMS”) APPLY TO YOUR USE OF, AND DEALINGS WITH, OUR SCOPE MODULE OF THE SELLER LABS PRODUCTS (“SCOPE”) AND ANY SERVICES WE PROVIDE TO YOU IN CONNECTION WITH YOUR USE OF SCOPE.

THESE SCOPE ADDITIONAL TERMS ARE GOVERNED BY AND SUBJECT TO, ALL TERMS AND CONDITIONS OF OUR GENERAL TERMS OF SERVICE (OUR “GENERAL TOS”) AND BECOME PART OF THE GENERAL TOS. SCOPE, TOGETHER WITH THE SCOPE BROWSER EXTENSION, IS A MODULE AND AN INTEGRAL PART OF THE “SELLER LABS PRODUCTS” FOR ALL PURPOSES OF THE GENERAL TOS. AS SUCH, YOU SHOULD READ ALL REFERENCES TO “GENERAL TOS” IN THESE SCOPE ADDITIONAL TERMS TO INCLUDE BOTH THESE SCOPE ADDITIONAL TERMS AND ALL OTHER APPLICABLE PROVISIONS OF THE GENERAL TOS. IN THE EVENT OF ANY CONFLICT BETWEEN THESE SCOPE ADDITIONAL TERMS AND THE REMAINDER OF THE GENERAL TOS, THESE SCOPE ADDITIONAL TERMS WILL CONTROL, BUT ONLY WITH RESPECT TO YOUR USE OF SCOPE AND THE SCOPE BROWSER EXTENSION.

1. CORE FUNCTIONALITY OF SCOPE

1. Scope is a web-based service that generally allows users who have registered with Scope to search for, obtain and track certain data related to relative performance of Keywords with respect to products and sales on a Supported Marketplace. The foregoing is the “Core Functionality” of Scope. The data may include, for example and as available, actual or estimated statistical data regarding current or historical Keyword performance and estimated or forecast data on future Keyword performance, sales profitability and sales costs. A “Keyword” means a word or other term in or associated with a product listing (such as in the title, information or Search Terms field) that allows shoppers to locate products when conducting searches using that word or term on the Supported Marketplace.

2. SCOPE BROWSER EXTENSION

The “Scope Browser Extension” is our downloadable software plug-in that enables users who have registered with us to view certain Keyword data for a specific product when viewing the product page for that product on a Supported Marketplace using a supported web browser. We do not currently charge any fee to use the Scope Browser Extension to view certain Keyword data for a specific product when viewing the product page using a supported web browser. However, additional features of the Scope Browser Extension (including integration with your use of Scope) may be available to you only during times when you also have a current paid subscription to Scope in good standing.

3. SUPPORTED MARKETPLACES

Scope and the Scope Browser Extension may only be used with online retail Marketplaces we then-currently support in connection with Scope and the Scope Browser Extension (“Supported Marketplace(s)”). The current list of Supported Marketplace(s) can be found here. This list is updated from time to time. We have no obligation to provide Scope or the Scope Browser Extension with respect to any retail Marketplace (or other website or business) that is not a Supported Marketplace.

4. PERMISSIONS TO USE SCOPE AND SCOPE BROWSER EXTENSION.

4.1 Permission to Use Scope. Subject to your compliance with all terms, conditions, and limitations set forth in the General TOS for the use of Seller Labs Products, including without limitation the payment of all applicable charges and fees, we grant you a limited non-exclusive, personal, non-transferable, non-assignable, non-sublicenseable, revocable license, only when you are in compliance with all terms and conditions of the General TOS and the General TOS has not been terminated, and only during the Subscription Period, to use the Core Functionality of Scope and such other features or functionalities of Scope as we may make available to you from time to time.

4.2 Permission to Use Scope Browser Extension. Subject to your compliance with all terms, conditions, and limitations set forth in the General TOS for the use of Seller Labs Products, we grant you a limited, non-exclusive, personal, non-transferable, non-assignable, non-sublicenseable, revocable license, only when you are in compliance with all terms and conditions of the General TOS and the General TOS has not been terminated, and only during the Subscription Period, to install and use a copy of the most-current version of the Scope Browser Extension with a supported web browser to: (i) view certain Keyword data for a specific product when viewing the product page for that product on a Supported Marketplace using a supported web browser, together with other features or functionalities we make available to all users of the Scope Browser Extension at no charge; and (ii) during times when you also have a current paid subscription to Scope in good standing, to use such other additional features of the Scope Browser Extension as we may make available to Scope subscribers, but only in connection with your permitted use of Scope. YOU ACKNOWLEDGE THAT REGISTRATION WITH US IS REQUIRED TO USE THE SCOPE BROWSER EXTENSION (EVEN WHERE YOU ARE USING ONLY THE FREE FUNCTIONALITIES AND FEATURES OF THE SCOPE BROWSER EXTENSION) AND YOU MUST MAINTAIN A CURRENT REGISTRATION WITH US AT ALL TIMES WHILE USING THE SCOPE BROWSER EXTENSION.

4.3 Limitation on Use and Dissemination of Output. You agree and acknowledge that the reports and other output of Scope or the Scope Browser Extension (including, for example, collections, presentations and analyses of historical, estimated or forecast data) have been or will be created by us through our proprietary or confidential methodologies and processes and may also be protected by copyright or other proprietary rights. As such, you agree that you will only use the output from Scope or the Scope Browser Extension for your internal personal or business use and will not re-publish, re-sell or disseminate such output to any third party in any format or for any purpose without our express prior written consent (except where we have already disclosed them to the public ourselves). This section does NOT limit your use of individual Keywords or of any data that is also publicly available from the Supported Marketplace or from other sources without use of Scope, the Scope Browser Extension or our proprietary or confidential methodologies and processes. THIS SECTION WILL SURVIVE TERMINATION OF YOUR SUBSCRIPTION PLAN AND THE GENERAL TOS FOR ANY REASON.

4.4 Other Features and Functionalities. In addition to the Core Functionality of Scope, Scope may provide other features and functionalities as described on Scope, subject to availability and your payment of any applicable fees. Additional terms and/or fees may apply to these features, and using such new or additional features after notice of such additional terms and/or fees constitutes your consent to such additional terms and fees, which WILL become part of the General TOS (and if such additional terms conflict with other terms of the General TOS, they will control with respect to such new or additional features).

5. RESPONSIBILITY FOR USE; DATA AVAILABILITY

THIS SECTION WILL SURVIVE TERMINATION OF YOUR SUBSCRIPTION PLAN AND THE GENERAL TOS FOR ANY REASON.

5.1 ALL DATA WE PROVIDE OR MAKE AVAILABLE IS PROVIDED ON AN INFORMATIONAL BASIS ONLY AND DOES NOT CONSTITUTE A RECOMMENDATION OR ADVICE TO YOU FROM US. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF SCOPE, THE SCOPE BROWSER EXTENSION AND DATA THAT WE PROVIDE OR THAT YOU OBTAIN IN CONNECTION WITH SUCH USE. ALL SUCH USE IS STRICTLY YOUR OWN DECISION AND AT YOUR OWN RISK (INCLUDING WITHOUT LIMITATION YOUR CHOICES AND SELECTION OF KEYWORDS TO USE AND PRODUCTS TO OFFER). ALL DATA THAT WE PROVIDE OR THAT YOU OBTAIN IN CONNECTION WITH SUCH USE IS PROVIDED STRICTLY ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH NO REPRESENTATIONS OR WARRANTIES WHATSOEVER. SUCH DATA MAY NOT BE CURRENT OR MAY CONTAIN ERRORS. SOME DATA MAY BE COMPRISED OF OR BASED ON STATISTICAL, ESTIMATED OR FORECAST DATA REGARDING PAST OR FUTURE PERFORMANCE OR PAST OR FUTURE CIRCUMSTANCES, AND MAY BE BASED ON (I) DATA THAT MAY NO LONGER BE CURRENT, (II) ESTIMATES THAT MAY INVOLVE HIGHLY SUBJECTIVE ASSESSMENTS AND (III) MODELS THAT MAY CHANGE FROM TIME TO TIME AND BE DIFFERENT FROM THE ASSUMPTIONS AND MODELS USED BY OTHER PERSONS.

5.2 WITHOUT LIMITING ANY OTHER TERM OF THE GENERAL TOS, YOU ACKNOWLEDGE THAT WE SPECIFICALLY DISCLAIM ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT (I) USE OF SCOPE, THE SCOPE BROWSER EXTENSION OR ANY SUCH DATA WILL MEET YOUR EXPECTATIONS, NEEDS OR INTENDED USE OR ACHIEVE ANY GIVEN FAVORABLE RESULT OR OUTCOME FOR YOU OR YOUR BUSINESS (INCLUDING WITHOUT LIMITATION ANY INCREASED SALES, PRODUCT EXPOSURE OR PROFITS), OR (II) ANY ESTIMATES OR FORECAST DATA WILL MATCH, OR BE AN ACCURATE PREDICTOR OF, ACTUAL CIRCUMSTANCES OR OUTCOMES OR YOUR ACTUAL EXPERIENCES.

5.3 WE HAVE NO CONTROL OVER THE CREATION, SELECTION, TRANSMISSION, CONTENT, CURRENTNESS, QUALITY, AVAILABILITY OR ACCURACY OF ANY DATA, INFORMATION OR MATERIALS AVAILABLE FROM, ON OR THROUGH THE SUPPORTED MARKETPLACE, AND WE WILL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS OR HARM CAUSED BY SUCH DATA, INFORMATION OR MATERIALS (INCLUDING ANY ERRORS, INACCURACIES, INCOMPLETENESS, OR UNAVAILABILITY OF SUCH DATA, INFORMATION OR MATERIALS). WE ARE ENTITLED TO RELY FULLY ON ALL SUCH DATA, INFORMATION AND MATERIALS AS THEY ARE PROVIDED OR MADE AVAILABLE TO US, SCOPE OR THE SCOPE BROWSER EXTENSION, AND WE HAVE NO OBLIGATION TO INVESTIGATE OR VERIFY ANY SUCH DATA, INFORMATION OR MATERIALS.

6. PRICING AND PAYMENT

We may, in our sole discretion, make the Scope Browser Extension or to use its features or functionality available at no cost to users who do not have a current paid Subscription Plan to the Seller Labs Products in good standing. Certain features of the Scope Browser Extension may be not be available to you unless you also have a current paid Subscription Plan to the Seller Labs Products in good standing. All terms related to pricing and payment for Scope are as set forth in the General TOS.

7. ADDITIONAL LIMITATIONS

WITHOUT LIMITING ANY OTHER PROVISION OF THE GENERAL TOS, ALL OF OUR OBLIGATIONS AND UNDERTAKINGS WITH RESPECT TO SCOPE AND THE SCOPE BROWSER EXTENSION ARE ALSO SUBJECT TO ALL POLICIES AND PERMISSIONS OF THE APPLICABLE SUPPORTED MARKETPLACE, WHICH POLICIES AND PERMISSIONS MAY BE CHANGED FROM TIME TO TIME BY THE PROPRIETOR(S) OF THE APPLICABLE SUPPORTED MARKETPLACE. WE HAVE NO CONTROL OVER SUCH POLICIES, PERMISSIONS OR CHANGES, NOR WILL WE HAVE ANY LIABILITY TO YOU FOR OUR FAILURE TO PERFORM OR FOR YOUR INABILITY TO FULLY USE OR RECEIVE ANY BENEFITS OF SCOPE OR THE SCOPE BROWSER EXTENSION AS A RESULT OF ANY SUCH POLICIES, PERMISSIONS OR CHANGES.

FOR EXAMPLE, A SUPPORTED MARKETPLACE MAY PROHIBIT OR REVOKE PERMISSIONS FOR US TO ACCESS OR RECEIVE SUCH DATA (OR REFUSE TO PERMIT USE OF SCOPE OR THE SCOPE BROWSER EXTENSION WITH A SUPPORTED MARKETPLACE) AT ANY TIME IN THEIR SOLE DISCRETION.

SIMILARLY, WE HAVE NO LIABILITY WHATSOEVER FOR ANY FAILURE TO PROVIDE ANY PORTION OF SCOPE OR THE SCOPE BROWSER EXTENSION (INCLUDING ANY ERROR, DELAY OR FAILURE IN DELIVERY OF COMMUNICATIONS) WHERE CAUSED, IN WHOLE OR IN PART, BY ANY ERRORS IN, INABILITY TO ACCESS, OR DEGRADATION IN ACCESS TO, ANY SUPPORTED MARKETPLACE SYSTEMS OR ANY DATA, INFORMATION OR MATERIALS RELATED THERETO DUE TO CAUSES BEYOND OUR CONTROL (INCLUDING WITHOUT LIMITATION OUTAGES, DOWNTIME OR DISCONTINUATION OF ANY OF THE FOREGOING OR DENIAL OF OUR ACCESS TO ANY OF THE FOREGOING).

In addition, and without limiting any other right of suspension or termination we may have under the General TOS, we reserve the right to, at any time, refuse, delete, remove or disable access to any information or materials, WITHOUT ANY LIABILITY TO YOU, where required by applicable law, rule or regulation, or if we determine that it does not comply (or that you are not complying) in all respects with the General TOS and all applicable policies of the Supported Marketplace or could lead to liability on our part to any third party.

8. SCOPE BROWSER EXTENSION – ADDITIONAL LIMITATIONS.

8.1 Required Permissions. You must grant the Scope Browser Extension certain permissions for it to operate properly, and you acknowledge that the Scope Browser Extension may not operate properly if you decline to grant some or all of the required permissions. A list of required permissions can be found at https://support.sellerlabs.com/en/articles/883441-scope-extension-permissions-explained

8.2 FREE PRODUCT PROVIDED AS-IS. WITHOUT LIMITING ANY OTHER TERM OF THE GENERAL TOS, YOU AGREE AND ACKNOWLEDGE THAT THE SCOPE BROWSER EXTENSION IS PROVIDED TO YOU SOLELY AND ENTIRELY ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. WE SPECIFICALLY DO NOT REPRESENT OR WARRANT THAT SCOPE NOR THE SCOPE BROWSER EXTENSION IS TOTALLY FREE OF ERRORS, SECURITY VULNERABILITIES, OR VIRUSES OR OTHER HARMFUL CODE, NOR DO WE REPRESENT OR WARRANT THAT THE SCOPE BROWSER EXTENSION WILL BE KEPT AVAILABLE OR UPDATED TO MAINTAIN COMPATIBILITY OR INTEROPERABILITY WITH OTHER SOFTWARE OR HARDWARE. UNAVAILABILITY OR DEGRADATION OF THE SCOPE BROWSER EXTENSION FUNCTIONALITY WILL NOT BE CONSIDERED A BREACH OF THE GENERAL TOS BY US, NOR WILL IT BE GROUNDS FOR CANCELLATION OR TERMINATION OF YOUR SUBSCRIPTION PLAN TO THE SELLER LABS PRODUCTS.

QUANTIFY – ADDITIONAL TERMS OF SERVICE

Revised and Effective: April 14, 2020

THESE ADDITIONAL TERMS (“QUANTIFY ADDITIONAL TERMS”) APPLY TO YOUR USE OF, AND DEALINGS WITH, OUR QUANTIFY MODULE OF THE SELLER LABS PRODUCTS (“QUANTIFY”) AND ANY SERVICES WE PROVIDE TO YOU IN CONNECTION WITH YOUR USE OF QUANTIFY.

THESE QUANTIFY ADDITIONAL TERMS ARE GOVERNED BY AND SUBJECT TO, ALL TERMS AND CONDITIONS OF OUR GENERAL TERMS OF SERVICE (OUR “GENERAL TOS”) AND BECOME PART OF THE GENERAL TOS. QUANTIFY IS A MODULE AND AN INTEGRAL PART OF THE “SELLER LABS PRODUCTS” FOR ALL PURPOSES OF THE GENERAL TOS. AS SUCH, YOU SHOULD READ ALL REFERENCES TO “GENERAL TOS” IN THESE QUANTIFY ADDITIONAL TERMS TO INCLUDE BOTH THESE QUANTIFY ADDITIONAL TERMS AND ALL OTHER APPLICABLE PROVISIONS OF THE GENERAL TOS. IN THE EVENT OF ANY CONFLICT BETWEEN THESE QUANTIFY ADDITIONAL TERMS AND THE REMAINDER OF THE GENERAL TOS, THESE QUANTIFY ADDITIONAL TERMS WILL CONTROL, BUT ONLY WITH RESPECT TO YOUR USE OF QUANTIFY.

1. FUNCTIONALITY OF QUANTIFY.

1.1 Core Functionality. Quantify generally allows merchants who have registered with Seller Labs Products to retrieve and view performance charts displaying the merchant’s current and historical sales, orders, and returns summary data, when applicable, for each connected Supported Marketplace. The foregoing is the “Core Functionality” of Quantify.

1.2 Additional Functionality. If available as part of your Subscription Plan, further functionality of Quantify may allow you to retrieve, manage and review detailed performance data related to the your product catalog, inventory, and financial performance with respect to the merchant’s business activities on a Supported Marketplace. The data may include, for example and as available, actual or estimated statistical data regarding sales, forecasts for future financial performance, traffic conversion trends, profitability, costs, account health notifications, and fulfillment inventory notifications (including for example, FBA Inventory for Amazon) for each product within your catalog. The foregoing is “Additional Functionality” of Quantify.

2. SUPPORTED ONLINE RETAIL MARKETPLACES

The current list of online retail marketplaces we support (“Supported Marketplace(s)”) can be found here. This list is updated from time to time. We have no obligation to provide Quantify with respect to any retail marketplace (or other website or business) that is not a Supported Marketplace.

3. PERMISSION TO USE QUANTIFY

Subject to your compliance with all terms, conditions, and limitations set forth in the General TOS for the use of Seller Labs Products, including without limitation the payment of all applicable charges and fees, we grant you a limited non-exclusive, personal, non-transferable, non-assignable, non-sublicenseable, revocable license, only when you are in compliance with all terms and conditions of the General TOS and the General TOS has not been terminated, and only during the Subscription Period, to use the Core Functionality, Additional Functionality, and such other features or functionalities of Quantify as we may make available to you from time to time.

4. SET-UP; ACCESS TO NECESSARY INFORMATION

To use Quantify with a given Supported Marketplace:

4.1 you must select the Supported Marketplace in Quantify;

4.2 you must be (and remain at all relevant times) an authorized seller in good standing with respect to the Supported Marketplace, with all necessary rights and permissions to sell products via the Supported Marketplace; and

4.3 you must take action to grant us and Quantify access to certain information relating to your Supported Marketplace transactions as may be specified by Quantify from time to time (for example, for Amazon Marketplace, at a minimum, by enabling access to this information and any necessary analytics functionalities by Quantify in Amazon Marketplace Web Services and your Amazon Seller Central account). If you have questions on how to enable the proper access, our technical support team can assist you.

WE HAVE NO OBLIGATION TO PROVIDE (AND NO LIABILITY FOR FAILING TO PROVIDE) QUANTIFY WITH RESPECT TO ANY SUPPORTED MARKETPLACE AT ANY TIME IF (I) WE DO NOT HAVE THE PROPER AUTHORIZED ACCESS TO (AND ACTUALLY RECEIVE ALL) NECESSARY INFORMATION FROM THE SUPPORTED MARKETPLACE AS DESCRIBED ABOVE OR (II) YOU ARE NOT AN AUTHORIZED SELLER IN GOOD STANDING WITH RESPECT TO THE SUPPORTED MARKETPLACE, WITH ALL NECESSARY RIGHTS AND PERMISSIONS TO SELL PRODUCTS VIA THE SUPPORTED MARKETPLACE.

5. DATA AVAILABILITY; RESPONSIBILITY FOR USE

THIS SECTION WILL SURVIVE TERMINATION OF YOUR SUBSCRIPTION PLAN AND THE GENERAL TOS FOR ANY REASON. Except for Your Content described below in this Section or elsewhere in the General TOS, Quantify (including any report templates and other materials created by us that we provide) remains our property at all times. As noted, our provision of Quantify is conditioned on our access to and receipt of all necessary data, information and materials regarding your business activities on the Supported Marketplace. You may also provide us with other data, information and materials regarding you, or such business activities. Quantify uses such data, information and materials to, for example, provide you with actual or estimated statistical data regarding current or historical sales and financial performance and estimated or forecast data on future financial performance, sales trends, inventory requirements, sales profitability and sales costs, or to provide other features and functionality of Quantify.

5.1 Data from Supported Marketplace. Except as stated otherwise in this Section, all data, information and materials provided to you through Quantify with respect to your business activities on the Supported Marketplace is obtained from the Supported Marketplace itself. WE HAVE NO CONTROL OVER THE CREATION, SELECTION, TRANSMISSION, CONTENT, CURRENTNESS, QUALITY, AVAILABILITY OR ACCURACY OF ANY DATA, INFORMATION OR MATERIALS AVAILABLE FROM, ON OR THROUGH THE SUPPORTED MARKETPLACE, AND WE WILL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS OR HARM CAUSED BY SUCH DATA, INFORMATION OR MATERIALS (INCLUDING ANY ERRORS, INACCURACIES, INCOMPLETENESS, OR UNAVAILABILITY OF SUCH DATA, INFORMATION OR MATERIALS). WE ARE ENTITLED TO RELY FULLY ON ALL SUCH DATA, INFORMATION AND MATERIALS AS THEY ARE PROVIDED OR MADE AVAILABLE TO US OR QUANTIFY, AND WE HAVE NO OBLIGATION TO INVESTIGATE OR VERIFY ANY SUCH DATA, INFORMATION OR MATERIALS. AS BETWEEN YOU AND US, ALL DATA, INFORMATION AND MATERIALS OBTAINED FROM THE SUPPORTED MARKETPLACE REGARDING YOUR BUSINESS ACTIVITIES ON THE SUPPORTED MARKETPLACE IS “YOUR CONTENT” WITHIN THE MEANING OF THE GENERAL TOS.

5.2 Custom Data You Provide. Quantify may permit you to add, replace, modify or supplement data in Quantify (for example, by uploading your own data to Quantify). YOU ARE SOLELY RESPONSIBLE FOR ALL DATA, INFORMATION AND MATERIALS YOU PROVIDE TO QUANTIFY, AND WE SHALL NOT INCUR OR ACCEPT ANY LIABILITY WHATSOEVER FOR ANY LOSS OR HARM CAUSED BY SUCH DATA, INFORMATION OR MATERIALS (INCLUDING ANY ERRORS, INACCURACIES, INCOMPLETENESS, OR UNAVAILABILITY OF OR CAUSED BY SUCH DATA, INFORMATION OR MATERIALS). WE ARE ENTITLED TO RELY FULLY ON ALL SUCH DATA, INFORMATION AND MATERIALS AS THEY ARE PROVIDED OR MADE AVAILABLE TO US OR QUANTIFY, AND WE HAVE NO OBLIGATION TO INVESTIGATE OR VERIFY ANY SUCH DATA, INFORMATION OR MATERIALS. AS BETWEEN YOU AND US, ALL SUCH DATA, INFORMATION AND MATERIALS IS “YOUR CONTENT” WITHIN THE MEANING OF THE GENERAL TOS.

5.3 Disclaimer. ALL DATA WE PROVIDE OR MAKE AVAILABLE IS PROVIDED ON AN INFORMATIONAL BASIS ONLY AND DOES NOT CONSTITUTE A RECOMMENDATION OR ADVICE TO YOU FROM US. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF QUANTIFY AND DATA THAT WE PROVIDE OR THAT YOU OBTAIN IN CONNECTION WITH SUCH USE. ALL SUCH USE IS STRICTLY AT YOUR OWN DISCRETION AND AT YOUR OWN RISK. ALL DATA THAT WE PROVIDE OR THAT YOU OBTAIN IN CONNECTION WITH SUCH USE IS PROVIDED STRICTLY ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH NO REPRESENTATIONS OR WARRANTIES WHATSOEVER. SUCH DATA MAY NOT BE CURRENT OR MAY CONTAIN ERRORS. SOME DATA MAY BE COMPRISED OF OR BASED ON STATISTICAL, ESTIMATED OR FORECAST DATA REGARDING FUTURE PERFORMANCE OR FUTURE CIRCUMSTANCES, AND MAY BE BASED ON (I) DATA THAT MAY NO LONGER BE CURRENT, (II) ESTIMATES THAT MAY INVOLVE HIGHLY SUBJECTIVE ASSESSMENTS AND (III) MODELS THAT MAY CHANGE FROM TIME TO TIME AND BE DIFFERENT FROM THE ASSUMPTIONS AND MODELS USED BY OTHER PERSONS. WITHOUT LIMITING ANY OTHER TERM OF THE GENERAL TOS, YOU ACKNOWLEDGE THAT WE SPECIFICALLY DISCLAIM ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT (I) USE OF QUANTIFY OR ANY SUCH DATA WILL MEET YOUR EXPECTATIONS, NEEDS OR INTENDED USE OR ACHIEVE ANY GIVEN FAVORABLE RESULT OR OUTCOME FOR YOU OR YOUR BUSINESS (INCLUDING WITHOUT LIMITATION ANY INCREASED SALES, PRODUCT EXPOSURE OR PROFITS), OR (II) ANY ESTIMATES OR FORECAST DATA WILL MATCH, OR BE AN ACCURATE PREDICTOR OF, ACTUAL CIRCUMSTANCES OR OUTCOMES OR YOUR ACTUAL EXPERIENCES.

6. OTHER FEATURES AND FUNCTIONALITIES

In addition to the Core Functionality and any Additional Functionality of Quantify, Quantify may provide other features and functionalities as may be described on Quantify, subject to availability and payment of any applicable fees. Additional terms and/or fees may apply to these features, and using such new or additional features after notice of such additional terms and/or fees constitutes your consent to such additional terms and fees, which WILL become part of the General TOS (and if such additional terms conflict with other terms of the General TOS, they will control with respect to such new or additional features).

7. PRICING AND PAYMENT

All terms related to pricing and payment for Quantify are as set forth in our General TOS.

8. ADDITIONAL LIMITATIONS

WITHOUT LIMITING ANY OTHER PROVISION OF THE GENERAL TOS, ALL OF OUR OBLIGATIONS AND UNDERTAKINGS WITH RESPECT TO QUANTIFY ARE ALSO SUBJECT TO ALL POLICIES AND PERMISSIONS OF THE APPLICABLE SUPPORTED MARKETPLACE, WHICH POLICIES AND PERMISSIONS MAY BE CHANGED FROM TIME TO TIME BY THE PROPRIETOR(S) OF THE APPLICABLE SUPPORTED MARKETPLACE. WE HAVE NO CONTROL OVER SUCH POLICIES, PERMISSIONS OR CHANGES, NOR WILL WE HAVE ANY LIABILITY TO YOU FOR OUR FAILURE TO PERFORM OR FOR YOUR INABILITY TO FULLY USE OR RECEIVE ANY BENEFITS OF QUANTIFY AS A RESULT OF ANY SUCH POLICIES, PERMISSIONS OR CHANGES. FOR EXAMPLE, A SUPPORTED MARKETPLACE MAY PROHIBIT OR REVOKE PERMISSIONS FOR US TO ACCESS OR RECEIVE SUCH DATA (OR REFUSE TO PERMIT USE OF QUANTIFY WITH A SUPPORTED MARKETPLACE) AT ANY TIME IN THEIR SOLE DISCRETION. SIMILARLY, WE HAVE NO LIABILITY WHATSOEVER FOR ANY FAILURE TO PROVIDE ANY PORTION OF QUANTIFY (INCLUDING ANY ERROR, DELAY OR FAILURE IN DELIVERY OF COMMUNICATIONS) WHERE CAUSED, IN WHOLE OR IN PART, BY ANY ERRORS IN, INABILITY TO ACCESS, OR DEGRADATION IN ACCESS TO, ANY SUPPORTED MARKETPLACE OR ANY DATA, INFORMATION OR MATERIALS RELATED THERETO DUE TO CAUSES BEYOND OUR CONTROL (INCLUDING WITHOUT LIMITATION OUTAGES, DOWNTIME OR DISCONTINUATION OF ANY OF THE FOREGOING OR DENIAL OF OUR ACCESS TO ANY OF THE FOREGOING).

In addition, and without limiting any other right of suspension or termination we may have under the General TOS, we reserve the right to, at any time, refuse, delete, remove or disable access to any information or materials, WITHOUT ANY LIABILITY TO YOU, where required by applicable law, rule or regulation, or if we determine that it does not comply (or that you are not complying) in all respects with the General TOS and all applicable policies of the Supported Marketplace or could lead to liability on our part to any third party.

SUPPORT SERVICES – ADDITIONAL TERMS

Revised and Effective: April 14, 2020

THESE ADDITIONAL TERMS (“SUPPORT TERMS”) APPLY TO THE SUPPORT SERVICES (“SUPPORT SERVICES”) THAT WE PROVIDE TO YOU IN CONNECTION WITH YOUR USE OF THE SELLER LABS PRODUCTS. YOUR REGISTRATION FOR, ACCESS TO, PURCHASE OF SUBSCRIPTIONS TO, OR USE OF, ANY SELLER LABS PRODUCTS CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THESE SUPPORT TERMS.

THESE SUPPORT TERMS ARE GOVERNED BY AND SUBJECT TO, ALL TERMS AND CONDITIONS OF OUR GENERAL TERMS OF SERVICE (OUR “GENERAL TOS”) AND SHALL IN ALL EVENTS BE CONSTRUED TO BE INTEGRATED INTO THE GENERAL TOS SUCH THAT THESE SUPPORT TERMS AND THE GENERAL TOS CONSTITUTE A SINGLE DOCUMENT. ACCORDINGLY, ALL REFERENCES TO “GENERAL TOS” IN THESE SUPPORT TERMS SHALL INCLUDE BOTH THESE SUPPORT TERMS AND ALL OTHER APPLICABLE PROVISIONS OF THE GENERAL TOS. IN THE EVENT OF ANY CONFLICT BETWEEN THESE SUPPORT TERMS AND THE REMAINDER OF THE GENERAL TOS, THESE SUPPORT TERMS SHALL CONTROL, BUT ONLY TO THE EXTENT THAT THE SUBJECT MATTER IN DISPUTE DIRECTLY CONCERNS THE SUPPORT SERVICES, AND IS THEREBY PRIMARILY CONTROLLED BY THE SUPPORT TERMS RATHER THAN THE GENERAL TOS.

1. SUPPORT GENERAL.

1.1 Standard Support Hours. Personnel who provide support for Seller Labs Products (our “Support Staff”) is generally available to our customers between the hours of 8:00 am – 5:00 pm ET, Monday – Friday, excluding United States public holidays (“Support Hours”).

1.2 Support Services Scope. The scope of our Support Services includes offering technical assistance for Seller Labs Products, access to the knowledge base website, new releases and updates (pushed automatically to you), as well as user guides, knowledge base articles, and support manuals for Seller Labs Products (“Documentation”) that we provide to you for your own internal business purposes, for the duration of your Subscription Period.

1.3 Technical Assistance. Our Support Staff provides technical assistance to help support your use and administration of Seller Labs Products. The specific types of Support Services that we provide to you depends upon the Subscription Plan that you elect to purchase. Training and implementation is not included as part of the Support Services.

1.4 Language of Support. Unless you make specific arrangements with us in writing, in advance, all customer support is to be provided by us in English (written and/or spoken, as applicable).

1.5 Software Updates. During your Subscription Period, we will notify you of new releases (“Updates”) to Seller Labs Products if and when they are made available. Updates may include new version updates, maintenance releases, and patches. We perform Update releases during designated upgrade windows (of which we will notify you in advance, if such Update will result in Seller Labs Products being unusable during the Update period).

1.6 New Software. Updates do not include products or features sold separately or new products and features (“New Products”) that we may develop and release for additional fees. You may add such new functionality and/or features upon payment of the additional fees and after your acceptance of additional terms and conditions, if any, that we require in connection with such New Products. You acknowledge and agree that your Subscription Plan to the Seller Labs Products is not contingent upon the delivery of any future functionality or features nor is it dependent upon any oral or written public comments made by us with respect to future functionality or features.

1.7 Additional Services. We may, from time to time, in our sole discretion, make available certain additional Support Services, including for example: additional levels of support or responsiveness; access to dedicated on-boarding and training staff; and/or access dedicated support personnel (each, an “Additional Support”). We may further, from time to time, in our sole discretion, make available certain professional services in connection with Seller Labs Products. You may be presented with the option (whether through a process via our website, a unique payment page, or through a standalone addendum) to request and purchase such Additional Support from us. Relevant details concerning Additional Support will be presented to you at the time of purchase or selection thereof. The access or delivery to you of Additional Support may be contingent upon payment of the additional fees and/or your acceptance of additional terms and conditions, if any, that we require in connection for each such Additional Support.

1.8 Support Limitation. We are not obligated to provide technical assistance if (a) the Seller Labs Products have not been used by you or Your Users in a manner consistent with its Documentation; (b) Seller Labs Products are not meeting our published specifications or is otherwise not functioning properly due to, in whole or in part, use, access, or interaction with Seller Labs Products by third party systems, applications, tools, or services; (c) Seller Labs Products have been altered or modified by any party other than us; (d) you have not performed an action that we have recommended be made to configure dependent applications; or (e) we are not able, after commercially reasonable efforts, to replicate any error or problem with the Seller Labs Products. Further, we do not and cannot provide support for third-party software or hardware.

2. SUPPORT TYPES

Depending upon your specific Subscription Plan, one or more of the following types of Support Services (the “Support Channels”) will be available to you:

2.1 Chat Support. As part of our Support Services, we generally make available our Support Staff to you, during Support Hours, to answer questions and provide assistance via synchronous messaging, through a designated dialogue box on our website or embedded within the Seller Labs Products (“Chat Support”).

2.2 Email Support. Depending upon the Subscription Plan that you elected to purchase, you may have access to Support Services through email (“Email Support”), through which you can communicate with our Support Staff, to answer your questions and provide assistance to you in connection with Seller Labs Products and your account. Unless otherwise specified herein, our Support Staff provides assistance and respond to inquiries made via Email Support during Support Hours.

2.3 Telephone Support. Depending upon the Subscription Plan that you elected to purchase, you may have access to Support Services by dialing a telephone number that we provide to you (“Phone Support”), through which you can communicate with our Support Staff by telephone, to answer your questions and provide assistance to you in connection with Seller Labs Products and your account. Our Support Staff provides Phone Support assistance during Support Hours.

2.4 Dedicated Account Manager. Depending upon the Subscription Plan that you elected to purchase, you may have access to a dedicated person (an “Account Manager”) to answer your questions, provide assistance, conduct training, assist with onboarding, and facilitate the Support Services for you and Your Users. Account Managers are available during Support Hours.

2.5 Available Support Services. The Support Channels available to you are dependent on the Subscription Plan that you elect to purchase. The details of the Support Channels applicable to your specific Subscription Plan are available on the product pricing page of our website, or through a unique payment page that we send to you (or to which we otherwise provide you with unique access). We expressly reserve the right to deny any request for Support Services made by you through Support Channels that are not part of your specific Subscription Plan.

3. SERVICE LEVEL AGREEMENT

If included as part of your specific Subscription Plan, or if you elected to purchase Additional Support, we may offer to you a service level agreement (an “SLA”), pursuant to which we will provide to you certain agreed-upon response and resolution times for problems with Seller Labs Products that you encounter. If an SLA is included as part of your specific Subscription Plan, or if you elected to purchase Additional Support, the following terms apply:

3.1 Issue Reporting, Severity and Prioritization. To request Support Services from us, you or Your Users should determine and report the severity of a support issue based on the following classifications:

S1. Critical: Complete loss of application functionality causing a critical impact on business operations.
S2. Urgent: Software is operative but performance is seriously degraded or restricted with a significant impact on business operation.
S3. Tolerable: Software usable but non-critical functionality or system components are affected while most operation is unaffected.
S4. Question: Includes questions, requests for information, documentation inquiries, or other non-critical system related issues. Operations are not affected.

Following your determination of severity, please submit a support request with us via email at: support@sellerlabs.com (which we may update from time to time, with reasonable advance notice). We reserve the sole and exclusive right to reclassify the priority level upward or downward and modify the order, classifications and method of responding to and/or addressing such issues, if any, at any time.

3.2 Responses. During Support Hours, we work to respond to S1 issues within one (1) hour, S2 issues within four (4) hours, and S3-S4 issues during within two (2) business days. If support requests are received outside of normal Support Hours, we work to respond to S1 issues within four (4) hours and S2 issues within eight (8) hours. In connection with a support request, our response to you will consist of either (i) remediation of the support issue; or (ii) confirmation that we have received the support issue reported and an indication of our current or future remediation efforts.

4. CHANGES TO SUPPORT SERVICES

We expressly reserve the exclusive right to make changes to the prices of any portion of our Support Services (including without limitation, Support Hours and Support Channels) at any time and in our sole discretion; provided however, that we will provide you with at least thirty (30) days’ advance notice of any such fee or pricing policy changes in accordance with Section 18 (Notices) of the General TOS.