Sellforte US Terms of Service

Version 2026-10-01

These Terms of Service (ToS) govern business Order Forms entered into with Sellforte, Inc., a Delaware corporation, that expressly incorporate these terms.

1 Definitions

Affiliate

means an entity controlling, controlled by, or under common control with a Party. Control means the power to direct its management, including through a majority of voting rights.

Aggregate Data

means anonymous, aggregated data meeting the reasonable-identifiability standard in Section 11.3 (Anonymous Aggregate Data).

Agreement

means the accepted Order Form or Forms, these Terms of Service (ToS), Appendix 1 (DPA and Annexes A–C), and attachments (such as an SLA) expressly incorporated in an Order Form.

AI Legislation

means artificial intelligence laws applicable to the relevant Party, feature, or use of the Services.

AI Output

means generative or conversational content produced by AI Services, including explanations and recommendations. It excludes the analytical datasets and model estimates defined as Analysis Results and records of executed Automated Actions.

AI Services

means features of the Online Service using artificial intelligence, including any feature qualifying as an AI system under applicable AI Legislation. These may produce AI Output or support Automated Actions.

Analysis Results

means analytical datasets, model estimates, forecasts, metrics, and reports delivered within the agreed scope, whether or not AI is used to produce them. Generative or conversational content is AI Output.

Automated Action

means an action the Services execute for the Customer, such as changing campaign budgets, bids, or settings, whether automatic or individually approved and whether AI-based or rule-based.

Confidential Information

means information protected under Section 15.1 (Confidentiality).

Customer

means the business entity identified in an accepted Order Form.

Customer Content

means data and materials provided by the Customer or retrieved from Customer Content Sources for the Services, and Analysis Results and AI Output delivered to the Customer, excluding Sellforte Background IP and third-party materials embedded in them.

Customer Content Source

means a source the Customer controls or authorizes for the Services, including advertising platforms, commerce platforms, data warehouses, websites, or apps.

Data Connector

means an integration, upload, or file-transfer method provided by Sellforte or its delivery suppliers to obtain or transmit Customer Content. Tracking Technology is governed separately.

Data Protection Legislation

means privacy, data-protection, data-security, breach-notification, and electronic-communications laws applicable to the relevant processing, including applicable US federal, state, and local laws. A law applies only within its own scope; this definition does not voluntarily extend an otherwise inapplicable statutory regime.

DPA

means the Data Processing Appendix in Appendix 1, including Annexes A–C.

Effective Date

means the effective date stated in the Order Form, or the date of its last signature if none is stated.

Exportable Data

means the retained data and digital assets described in Section 11.7 (Exportable Data), subject to that Section’s exclusions and mandatory export rights.

External Service

means a service the Customer obtains independently, including advertising, commerce, analytics, or storage platforms and external AI accounts. Such platforms may also be Customer Content Sources. It excludes Data Connectors, Tracking Technology, hosting, and other services provided by Sellforte or its delivery suppliers under the Agreement.

Feedback

means suggestions and comments about the Services, governed by Section 13.3 (Feedback).

Free Pilot

means a no-fee evaluation identified as a free pilot in an Order Form.

Intellectual property rights

means copyrights, database rights, patents, trademarks, designs, trade secrets, know-how, and other intellectual-property rights, including applications and registrations.

Minimum Term

means the minimum committed subscription period in the Order Form.

Online Service

means Sellforte’s SaaS platform within the agreed scope, including available AI Services and Automated Actions.

Order Form

means a signed or electronically accepted ordering document identifying the Customer, Services, and commercial terms and incorporating these ToS under Section 2.4 (Ordering and acceptance).

Party and Parties

means Sellforte or the Customer, individually or together.

Personal Data

means personal data, personal information, or equivalent information protected by applicable Data Protection Legislation.

Sellforte

means Sellforte, Inc.

Sellforte Background IP

means Sellforte’s or its licensors’ technology, models, methods, software, and other protected materials, including algorithms, code, model structures, templates, documentation, know-how, and improvements to them, whether developed before or during the Agreement, including as embedded in the Services or delivered outputs. It excludes data and materials provided by the Customer or retrieved from Customer Content Sources; see Section 13.6 (Embedded technology).

Service Fees

means fees specified in the Order Form or otherwise agreed under Section 4.3 (Support and additional services) or 9.7 (Scope changes).

Services

means the Online Service and onboarding, support, or other services agreed in the Order Form or under Section 4.3 (Support and additional services) or 9.7 (Scope changes). Service means the relevant individual service.

Tracking Technology

means a Sellforte pixel, tag, script, SDK, or similar technology deployed on the Customer’s properties to collect and transmit data for the Services; also called Sellforte Tracking Technology.

Users

means individuals authorized by the Customer to use the Online Service on its behalf, including permitted Affiliate and supplier personnel.

2 Services

2.1 Scope of Services. Sellforte provides the Online Service and other Services within the scope agreed in the Order Form, including the applicable markets, sales channels, measured media, key features, and delivery cadence. Features and delivery methods may evolve under Section 8.3 (Service changes).

2.2 AI Services and AI Output. AI Output may be inaccurate, incomplete, biased, or outdated. Sellforte will identify AI Services as AI in the Online Service. Each Party will comply with AI Legislation applicable to its own activities. The Customer must maintain appropriate human oversight and independently assess outputs before relying on them. The Services are intended for business marketing measurement and planning within the agreed scope.

2.3 Automated Actions and external tools. Where enabled or approved by the Customer, Sellforte may execute supported Automated Actions in connected Customer Content Sources on its behalf, including changes to advertising budgets, bids, or settings. Users with the relevant permissions may enable, configure, or request activation without a separate signature. Sellforte will follow enabled permissions, instructions, settings, and limits and allow future actions to be disabled. The Customer must monitor activity and bears authorized advertising spend and commercial risk. Sellforte is not liable merely because an authorized action reduces performance, increases spending, spends budget without a return, or misses an objective. Disabling may not reverse completed actions or charges. Advertising spend and platform charges incurred through authorized Automated Actions are payable by the Customer and are not damages recoverable from Sellforte, except to the extent caused by Sellforte executing an action outside the enabled permissions, instructions, settings, or limits. Liability for breach of the Agreement remains subject to Section 16 (Warranties and liability).

An external tool selected by the Customer, including an AI account connected through Model Context Protocol (MCP), is an External Service under Section 3.8 (Customer-authorized access). The Customer controls its access and action permissions and is responsible for its provider's terms and data handling. Sellforte remains responsible for its own interface and access controls. It is not responsible for actions an External Service takes through access the Customer grants, or for that provider's handling of data the Customer directs to it.

2.4 Ordering and acceptance. An Order Form binds when both Parties sign or expressly accept it through an agreed online process. Before acceptance, Sellforte will provide the Order Form, versioned ToS, and incorporated appendices in a form the Customer can retain and reproduce. Each accepting person represents authority to bind the Party represented. Sections 4.3 and 9.7 govern additional Services and scope changes.

3 General obligations

3.1 Legal compliance. Each Party will comply with laws applicable to its performance or use of the Services. The Customer is responsible for requirements specific to its business, advertising, and External Services, including required notices and permissions.

3.2 Decisions. The Customer assesses whether the Services meet its needs and reviews the accuracy, relevance, and suitability of Analysis Results, AI Output, and proposed Automated Actions in its own business context. Sections 2.3 (Automated Actions and external tools) and 16 (Warranties and liability) govern responsibility for execution and remedies.

3.3 Customer environment security. The Customer is responsible, at its own cost, for the security of its systems, devices, networks, Customer Content Sources, and External Services, including its own AI accounts connected through MCP. It must protect the credentials and authorizations used to access the Services and maintain appropriate security measures and internet connectivity.

3.4 Cooperation. The Customer must follow reasonable instructions consistent with the Agreement. Sellforte is excused from affected performance only to the extent a Customer failure causes the limitation or delay and will take reasonable steps to mitigate it.

3.5 Customer Content. The Customer’s delivery responsibilities are set out in Section 4.4 (Customer responsibilities), and its obligations concerning data rights and permissions in Section 11.4 (Customer data obligations).

3.6 Tracking Technology. Before enabling Tracking Technology, the Customer must provide legally required visitor notices and obtain required consent before collection or interception begins. It must implement applicable opt-outs and legally recognized preference signals, including Global Privacy Control where required, and offer legally required ways to withdraw consent. Sellforte will provide accurate deployment information and make its technology honor the agreed consent and opt-out configuration. The Customer's acceptance of the Agreement is not consent by its website or app visitors.

Tracking Technology is for aggregate marketing measurement. Sellforte uses data collected through it solely to provide the Services to the Customer and not for its own purposes, except for non-personal metrics in the Customer's Analysis Results used under Section 11.3. Sensitive Data and personal information about individuals known to be under 18 are excluded from the standard Services under DPA Section 2.5. Before enabling a deployment intended for minors, or processing those excluded categories, the Parties must sign a specific amendment and put appropriate legally required safeguards in place. Neither Party may use the technology or collected data to identify, profile, or target advertising to children. Incidental visits do not alone establish a breach, but the Parties must minimize collection, honor applicable choices, and stop or remove prohibited processing when identified. Roles follow the actual processing activities and DPA Section 1.

3.7 Contact and billing information. The Customer must keep all contact, admin, and billing information (invoicing details, references, payment methods, purchase order numbers) accurate and current — by written notice to Sellforte or, where available, in the Online Service.

3.8 Customer-authorized access. The Customer is fully responsible for the acts and omissions of Users, its Affiliates and suppliers, and External Services or other Customer-provided tools it authorizes to access the Online Service or act on its behalf, as for its own acts and omissions. This includes their compliance with Section 6 (Restrictions of use of the Online Service).

3.9 Supplier and connector requirements. The Customer must comply with the applicable requirements, including supplier terms expressly identified as binding, in the Supplier and Connector Requirements. These requirements apply only to the relevant connector or feature and do not otherwise change either Party’s rights or obligations under this Agreement.

Sellforte may add optional connectors and their requirements and links to the Supplier and Connector Requirements without amending these ToS. Before activation, Sellforte will make the applicable requirements available for review and saving. By activating the connector or feature, a User authorized for that purpose accepts those requirements on the Customer’s behalf.

Sellforte may update the requirements. Changes to binding requirements follow Section 18.4 (Amendments), including its notice requirements for material changes. The DPA’s separate requirements remain applicable.

4 Onboarding and data management

4.1 Onboarding. The Parties will cooperate to onboard the Customer. The Customer must deliver Customer Content in the agreed format, connect Data Connectors to Customer Content Sources, install Tracking Technology, provide the information, access, and authorizations reasonably needed for onboarding of the agreed scope, and coordinate its internal stakeholders and suppliers. Sellforte will guide the Customer through onboarding, coordinate its own personnel and suppliers, and produce the initial Analysis Results. Onboarding is complete when the first Analysis Results within the agreed onboarding scope are available, unless the Order Form specifies another milestone. Onboarding timing and results depend on the Customer completing the required steps and providing timely, complete, accurate, and usable Customer Content. Section 4.4 governs the consequences of unmet Customer responsibilities.

4.2 Generation of Analysis Results and AI Output. Sellforte generates Analysis Results using Customer Content and, where applicable, other data sources it is entitled to use for the Services. AI Output is generated using the relevant Customer Content, Analysis Results, User instructions, and underlying foundation model. Analysis Results and AI Output are made available through the Online Service or otherwise as agreed. The Order Form defines the scope and update frequency of Analysis Results after onboarding and any agreed recurring AI Output; other AI Output is generated through the enabled features.

4.3 Support and additional services. Onboarding, support, meetings, and other Services are included to the extent stated in the Order Form. Additional work is charged at the Order Form's rates or, where none apply, at Sellforte's disclosed professional-service rates, unless another price is agreed. The Parties may agree such work in writing (e.g. by email) through their designated contacts or other authorized representatives.

4.4 Customer responsibilities. The Customer must provide Customer Content on time, with the agreed quality and format; maintain connections, access, and authorizations under its control; and coordinate its internal stakeholders and suppliers. Sellforte will notify the Customer of material data errors, missing inputs, and missing or expired authorizations that it identifies in performing the Services. The Customer must promptly correct those matters within its control and provide reasonable assistance with resolving other issues.

To the extent the Customer’s delay, failure to meet these responsibilities, or deficient Customer Content prevents or impairs delivery, Sellforte may extend affected delivery dates and adjust the affected modeling scope, update frequency, or outputs as reasonably necessary without breaching the Agreement. Sellforte will notify the Customer of material effects and take reasonable steps to mitigate them. Such effects do not themselves entitle the Customer to a fee reduction, service credit, or refund.

If a material part of the agreed scope proves technically infeasible despite reasonable efforts to resolve the relevant constraints, the Parties will negotiate in good faith an appropriate adjustment to scope and, where appropriate, pricing. Any adjustment requires agreement under Section 9.7; neither Party is required to accept a proposed adjustment. Existing termination rights and mandatory law remain unaffected.

5 Right to use the Online Service

5.1 Access right. Subject to the Agreement, Sellforte grants the Customer a non-exclusive, non-transferable right to access the Online Service during the term for its internal business purposes. Users may include personnel of the Customer's Affiliates and suppliers acting for the Customer, subject to the Order Form and Section 7 (Authorized Users and access management). This does not permit resale or independent third-party use. Rights to retain and use delivered outputs are in Section 13 (Intellectual property rights).

6 Restrictions of use of the Online Service

6.1 Permitted use. The Customer must use the Online Service only as permitted by this Agreement and the Order Form.

6.2 Prohibited uses. The Customer must not, and must not permit Users to:

(a) infringe rights, break applicable law, introduce malicious code, send spam, or use the Services for harmful, deceptive, discriminatory, or exploitative activities;

(b) bypass security, access or usage limits; interfere with availability; or perform intrusive security testing without prior written authorization;

(c) copy, modify, reverse engineer, resell, or sublicense the Online Service, or extract its source code, models, parameters, weights, or training data, or use the Services or outputs to reconstruct or replicate them, except as mandatorily permitted by law;

(d) scrape or systematically extract content, including through automated agents, except through authorized interfaces or exports;

(e) misuse Sellforte Background IP or Confidential Information to develop a competing service, or use AI Services to build competing foundation models in breach of the applicable disclosed model-provider restrictions. This does not restrict independent development, lawful procurement comparisons, the Customer's use of its own data, or switching providers;

(f) use AI Services or other Services for unlawful discrimination or for decisions about an individual's employment, education, housing, credit, insurance, health care, biometrics, or access to essential services, or for a consequential or similarly significant individual decision, unless a specific signed agreement expressly permits the use and required safeguards are in place; this does not permit any use prohibited by law;

(g) use AI Services or Automated Actions without appropriate human oversight; or

(h) use a connector or supplier-supported feature in breach of the applicable requirements under Section 3.9 (Supplier and connector requirements).

6.3 Suspension. Sellforte may suspend affected access or content where reasonably necessary to contain material harm from a security threat, unlawful activity, or material breach, or to comply with a binding legal or supplier restriction. Otherwise, suspension for breach requires written notice and a 30-day opportunity to remedy. Sellforte will limit suspension to what is necessary, explain it promptly where lawful, and restore access when the grounds end. Termination follows Section 17 (Term and termination); non-payment follows Section 9.10 (Suspension for nonpayment). On request, Sellforte will facilitate lawful data retrieval through a secure method where feasible.

7 Authorized Users and access management

7.1 Users. User numbers are unlimited unless the Order Form specifies a limit. The Customer manages access by its personnel and permitted Affiliate and supplier personnel within the agreed scope.

7.2 User credentials. Each User must access the Online Service using unique personal credentials. Accounts are personal and non-transferable. The Customer must not allow credential sharing or access by anyone other than the authorized User. The Customer must keep secure any keys, tokens, or credentials Sellforte provides for data transfer or integration (for example, SFTP keys or API credentials), must not share them except as necessary to use the Services, and must promptly notify Sellforte if any are lost or compromised.

7.3 Account security. The Customer must use reasonable security measures, promptly report suspected unauthorized access, and revoke compromised credentials or permissions under its control. Each Party is responsible for the security measures allocated to it; the Customer is not responsible for unauthorized use caused by Sellforte's breach.

7.4 Access management. The Customer must promptly update or revoke User rights, API keys, and access granted to connected tools, including AI tools, when authorization changes or ends or access is no longer needed. The Customer is responsible for access, authentication, provisioning, and security-monitoring settings within its control, including single sign-on (SSO), SCIM provisioning, and SIEM integrations where used. Sellforte is responsible for the settings and setup within its control and for setup it agrees to perform.

8 Availability and modifications to the Online Service

8.1 Availability and suspension. Sellforte determines the manner in which the Online Service is delivered and will use commercially reasonable efforts to keep it operational, subject to any optional service level agreement (SLA) expressly incorporated in the applicable Order Form. Sellforte may temporarily suspend or limit availability for installation, maintenance, security risks, legal or regulatory requirements, or force majeure. Where practicable, Sellforte will give advance notice of planned suspensions and their expected duration; otherwise, it will notify the Customer without undue delay.

8.2 Third-party dependencies. Service availability may also be affected by factors outside Sellforte’s reasonable control, including failures in Customer Content Sources, External Services, the Customer’s own systems, the public internet, or other systems or infrastructure not operated by Sellforte or its subcontractors.

8.3 Service changes. Sellforte may update features, models, suppliers, and technical infrastructure and may reduce agreed functionality or scope, including during a Minimum Term, subject to the notice, termination, and refund rights below. New optional capabilities may require a separate order and fees. Routine changes that do not materially reduce agreed functionality or scope do not require an amendment.

Sellforte will give at least 30 days’ written notice of a material reduction in agreed functionality or scope. The Customer may terminate the affected Services when the change takes effect and receive the refund under Section 17.8 (Fees and refunds on termination), without fees for periods after termination, or use an earlier ordinary termination date if available. If law or an urgent security or binding supplier requirement prevents advance notice, Sellforte will notify the Customer promptly and allow termination within 30 days after notice, with the same refund right and without fees for periods after termination. Changes to Personal Data processing also follow the DPA.

8.4 Free Pilots. Section 10 (Free Pilots) governs changes to Free Pilots.

9 Fees and payment

9.1 Fees. The Order Form specifies fees, currency, and subscription start. Unless stated otherwise, the fixed monthly fee covers onboarding and continuous service from that date. All partial billing periods are prorated daily: monthly fee divided by that month's calendar days, multiplied by days of service in that month.

9.2 Free Pilots. Any Free Pilot is provided free of charge.

9.3 Taxes and charges. Service Fees exclude applicable sales, use, and similar transaction taxes and legally permitted payment charges. The Customer bears those charges, excluding taxes on Sellforte's net income, property, or employees. Sellforte may collect taxes it is legally required to collect; the Customer must provide a valid exemption certificate before invoicing if an exemption applies. Each Party remains responsible for its own tax reporting and statutory obligations.

If the Customer must legally withhold tax from a payment, it will notify Sellforte, provide supporting documentation, and reasonably cooperate on available relief. Subject to applicable law, the payment will be grossed up so Sellforte receives the agreed Service Fees. Sellforte will supply reasonably requested tax-status documentation. No gross-up covers taxes expressly allocated to Sellforte in this Section.

9.4 Invoicing. Unless the Order Form states otherwise, subscription fees are invoiced monthly in advance from the subscription start date. Separately ordered professional services are invoiced monthly in arrears.

9.5 Payment terms. Unless the Order Form says otherwise, payment is due 30 days net from invoice date.

9.6 Travel. Services are delivered remotely. Customer-requested travel, accommodation, and per diem expenses require prior written approval. Sellforte bears travel expenses for relationship or sales meetings it initiates.

9.7 Scope changes. The Parties may agree scope and fee changes by email through authorized representatives or through available ordering controls in the Online Service. Unless otherwise agreed, an upgrade takes effect when accepted and a downgrade at the end of the Minimum Term or current billing period, whichever is later. Additional charges must be disclosed and accepted before the paid change takes effect. Changes to the ToS or DPA follow Section 18.4 (Amendments).

9.8 Invoice disputes. The Customer should notify Sellforte of a disputed invoice within 30 days, with reasons, and pay the undisputed portion on time. A later notice does not waive a substantiated billing error or mandatory right. The Parties will work promptly to resolve the dispute.

9.9 Late payments. Simple interest accrues on overdue amounts from the due date at the lower of 1% per month or the maximum lawful rate, without compounding. Amounts disputed in good faith under Section 9.8 bear interest only if finally determined to be owed, and then from the original due date. The Customer must pay reasonable, documented collection costs permitted by law. Excess interest will be credited or refunded. Nothing authorizes a charge exceeding an applicable legal ceiling.

9.10 Suspension for nonpayment. Without limiting other rights, Sellforte may suspend access or terminate the affected Order Form immediately (or the Agreement, if no other Order Form is in force) if:

(a) any undisputed payment is more than 30 days late and remains unpaid 7 days after Sellforte has sent a written payment reminder; or

(b) required invoicing or payment information is more than 30 days overdue under the agreed deadline or Sellforte's written request, this materially prevents invoicing or collection of undisputed fees, and the Customer has not remedied the failure 7 days after a written reminder.

Suspension or termination under this Section does not limit export rights under Section 11.7 (Exportable Data). Sellforte retains its rights to collect amounts payable under the Agreement.

9.11 Fee adjustments. Sellforte may adjust recurring fees no more than annually on at least 30 days' written notice to reflect operating or supplier costs or inflation. An increase cannot take effect during a Minimum Term or a period already paid or invoiced. The Customer may reject the increase by notifying Sellforte before it takes effect and end the affected Order Form on that date, or an earlier ordinary termination date, without fees for periods after termination. Otherwise, the notified adjustment applies. Scope-related fee changes follow Section 9.7 (Scope changes).

9.12 No refunds. Payments are non-refundable except for refunds or credits expressly provided in the Agreement, required by law, or separately agreed. A delay or defect does not itself create a refund or service-credit entitlement. The Customer's other remedies under the Agreement remain available.

9.13 Payment methods. Service Fees may be paid by invoice, credit card, automated payment, or other methods Sellforte makes available, as set in the Order Form. For automated payments, the Customer authorizes Sellforte to charge the chosen method on the agreed schedule. The Customer must keep payment information valid and ensure sufficient funds.

9.14 Third-party payment providers. Some payment methods, such as credit card providers, require separate agreements with third-party providers. Sellforte is not responsible for the third-party provider's terms or for any fees the provider charges the Customer. Where the Customer chooses a payment method that incurs provider fees for Sellforte (for example, credit card), Sellforte may add those fees to the Service Fees to the extent permitted by law and disclosed in the payment flow or the Order Form. The Customer must comply with the third-party provider's terms and policies. The relevant providers and terms are identified in the Online Service or payment flow.

9.15 Billing to another entity. Sellforte may split or direct invoices to entities designated by the Customer, which remains responsible for payment and their acts and omissions under the Agreement as for its own. This arrangement creates no separate agreement or rights for a billing entity and incorporates none of its procurement terms. The Customer must obtain its authorization and communicate these limits. It indemnifies Sellforte under the procedure and limits in Section 14.4 (Customer indemnity) against claims by a billing entity arising from this arrangement, excluding claims caused by Sellforte's separate commitments or breach.

10 Free Pilots

10.1 Evaluation. Free Pilots require an Order Form and may use Customer data within the agreed evaluation scope. They may differ from paid Services and do not convert to paid Services without an accepted Order Form.

10.2 Availability. Sellforte may change or withdraw Free Pilots on notice where practicable, subject to mandatory data-protection and export rights.

10.3 Warranties and liability. Free Pilots are provided as is and as available, without the paid-service warranty or an SLA. Liability is governed by Section 16.11 (Free Pilots and beta features). Confidentiality and the DPA continue to apply in full.

10.4 Limits. Sellforte may specify and change evaluation limits on features, Users, processing, support, and data retention, subject to Section 10.2 (Availability).

10.5 Beta features. Optional features identified as preview, beta, or experimental are provided as is, may change or be withdrawn, and are excluded from any incorporated SLA unless agreed otherwise. These limitations do not reduce commitments for the remaining paid Services. Section 16.11 (Free Pilots and beta features) governs liability; confidentiality and the DPA remain applicable.

11 Customer Content and data rights

11.1 Ownership of Customer Content. As between the Parties, the Customer retains all Intellectual property rights in Customer Content to the extent it is protectable under applicable law.

11.2 Service license. The Customer grants Sellforte and its suppliers a limited, non-exclusive right to use Customer Content to provide, operate, maintain, secure, and support the Services and produce outputs for the Customer. This includes building, calibrating, and updating customer-specific analytical models from connected data for those purposes. Processing of Personal Data is subject to the DPA. Other use is limited to Section 11.3 (Anonymous Aggregate Data). Sellforte will not use Customer Content to train or improve general-purpose or generative AI models, or permit its suppliers to do so. This does not restrict using Customer Content to provide the agreed AI Services or customer-specific analytical modeling, or the permitted use of anonymous Aggregate Data under Section 11.3.

11.3 Anonymous Aggregate Data. Unless otherwise agreed in the Order Form, the Customer permits Sellforte to use non-personal business metrics from Customer Content and Analysis Results, including Confidential Information, to create anonymous, pooled statistics such as average ROI by industry or media channel. Sellforte may use those statistics to improve, develop, benchmark, and market its services and report business performance. The statistics must not identify a Customer or individual, reveal Confidential Information, or allow identification by reasonably likely means, including combination with other available information. Sellforte will apply and test safeguards for small or dominated groups and must not re-identify the statistics or permit recipients to do so. Applicable source-data restrictions remain in force, including restrictions that exclude certain source data from aggregate or derived use.

11.4 Customer data obligations. The Customer warrants that it has the rights to provide Customer Content and authorize Sellforte and its suppliers to access and process it for the agreed Services, including the required legal bases, consents, and permissions. It must disclose relevant source restrictions and obtain permissions from its suppliers. Sellforte need not contract with those suppliers or pay for access to Customer Content unless agreed in advance. The Parties will cooperate on restrictions affecting delivery.

11.5 Restricted content. Sellforte may immediately block or delete clearly unlawful content, malware, or content creating a material security risk. For other reasonably substantiated legal or contractual concerns, it will notify the Customer and allow a reasonable opportunity to resolve them before blocking or deleting the affected content. Required preservation, lawful export rights, and mandatory legal and source-provider deletion deadlines remain applicable.

11.6 Storage. The Services are an analytics service, not a general archive. The Customer must retain its source files and backups. Sellforte may validate, transform, aggregate, and replace data for service delivery, and may delete duplicate, superseded, erroneous, unlawful, or no-longer-needed data and versions; it need not retain every source format or historical version. Sellforte may also automate deletion through Data Connectors and Tracking Technology in response to verified source-provider or individual requests covered by Customer instructions or applicable law, and may offer Customer-facing deletion tools or request forms. Sellforte must still meet its agreed delivery, retention, security, and export obligations and must not delete data in a way that prevents or frustrates a pending export request under Sections 11.7 and 11.9. Personal Data processing and deletion remain subject to the DPA and applicable law.

11.7 Exportable Data. The Customer may retrieve Exportable Data during the term and the retrieval period in Section 17.6 in a structured, commonly used, machine-readable format. It comprises these retained categories generated through the Customer's use: (a) Customer Content; (b) Analysis Results and reports in the form delivered to the Customer; (c) AI inputs, AI Output, and conversation history; (d) settings and configurations the Customer has entered in the Online Service, excluding Sellforte Background IP; and (e) Customer-specific usage and interaction metadata and Automated Action instructions, approvals, and records. Datasets, fields, and formats may vary by configuration and change with the Services. Storage follows Section 11.6; lawfully deleted data need not be recreated.

Excluded are protected Sellforte or licensor source code, algorithms, model weights and other Sellforte Background IP, internal security rules and infrastructure configurations, and internal operational records unrelated to the Customer, to the extent protected by intellectual property or trade secrets. Pooled Anonymous Aggregate Data is excluded if it does not identify or directly relate to the Customer; Customer-specific aggregated Analysis Results remain included. These exclusions preserve output rights under Sections 13.4–13.6 and mandatory access and export rights. Sellforte will provide the standard export formats and necessary customer-specific export documentation on request.

11.8 Export charges. Standard exports and the retrieval period in Section 17.6 are included without an additional export charge. Custom migration, destination setup, integration work, transformations, and additional professional assistance require advance written agreement on scope and fees. Mandatory no-charge duties remain applicable. Subscription and remaining committed fees follow Section 17.8.

11.9 Export and deletion requests. The Customer may export its retained Exportable Data and request deletion under Sections 11.7 and 17.6 and the DPA. Ordinary termination and committed fees follow Section 17. An export, deletion, or migration request does not itself cancel the subscription unless it also clearly gives termination notice under the Agreement. The Parties may agree additional transition assistance in writing.

Sellforte will reasonably cooperate with a lawful export or agreed transition and maintain the required security and confidentiality safeguards. It need not replicate its service elsewhere, disclose protected technology, or develop new functionality except as required by applicable law or an agreed migration scope.

11.10 Government access. Sellforte will assess government requests for Customer Content, disclose only what is legally required, and notify the Customer where lawful. It will meet applicable duties to challenge or narrow requests. Additional assistance beyond those duties may be separately agreed.

12 Personal Data protection

12.1 Roles. Sellforte processes Customer Personal Data as a processor, subprocessor, service provider, or contractor under the DPA, as applicable. The Customer acts as a controller or business, or as an authorized processor. Separate own-purpose processing is described in the applicable privacy notice.

12.2 Customer compliance. The Customer is responsible for its own controller or processor obligations, including lawful inputs, instructions, notices, and consents. This does not transfer Sellforte's own statutory duties to the Customer.

12.3 Data Processing Appendix. Appendix 1 (DPA), including Annexes A–C, governs Personal Data processed by Sellforte on the Customer's behalf and forms part of these ToS.

13 Intellectual property rights

13.1 No transfer of intellectual property. Except as expressly stated in this Agreement, no Intellectual property rights are transferred, assigned, or licensed, by implication or otherwise.

13.2 Sellforte intellectual property. Sellforte and its licensors retain all rights in the Services, software, models, methods, documentation, and their improvements, including Sellforte Background IP and improvements developed in performing the Services or from Feedback, but excluding Customer Content. Customer Content and delivered outputs remain subject to Sections 11 (Customer Content and data rights) and 13.4–13.6 (Customer outputs to Embedded technology). Aggregate Data and Feedback are governed by Sections 11.3 (Anonymous Aggregate Data) and 13.3 (Feedback).

13.3 Feedback. The Customer grants Sellforte a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable license to use voluntarily provided Feedback to develop, improve, and commercialize its services and to publish anonymous quotations. Such use must not identify the Customer or any individual, disclose Confidential Information, or infringe third-party rights. Named quotations and case studies require approval under Section 18.12 (References).

13.4 Customer outputs. As between the Parties, the Customer owns Customer Content and customer-specific Analysis Results, excluding Sellforte Background IP and third-party materials. Sellforte assigns any rights it acquires in those Analysis Results to the Customer.

13.5 AI Output. Sellforte assigns to the Customer any transferable rights it has in AI Output generated for that Customer, excluding Sellforte Background IP, which is licensed under Section 13.6, and third-party materials, which remain subject to their own license terms. AI Output may not be legally protectable or exclusive, and others may receive similar outputs. The Customer may retain and use that AI Output for its business after termination, while respecting others' intellectual property, applicable confidentiality duties, and Section 6 (Restrictions of use of the Online Service).

13.6 Embedded technology. Sellforte and its licensors retain Sellforte Background IP. To the extent needed to use delivered Analysis Results and AI Output, Sellforte grants the Customer a perpetual, non-exclusive, worldwide, royalty-free right to use embedded Background IP as part of those outputs, including sharing them with its Affiliates and advisers for its business. This does not grant rights to standalone software, source code, model weights, or continued Online Service access, and does not permit using outputs to reverse engineer or replicate Sellforte Background IP. Applicable attribution and third-party license notices must be preserved.

13.7 Specific deliverables. An Order Form may expressly vary the rights in a specified deliverable. Otherwise this Section applies.

14 Indemnities

14.1 Sellforte IP indemnity. Sellforte will defend a third-party claim that the Online Service or customer-specific Analysis Results created by Sellforte, as supplied and used under the Agreement, infringe a US patent, copyright, trademark, or trade secret. It will pay covered damages and reasonable costs finally awarded or included in a settlement it approves. The Customer must promptly notify Sellforte, give it control of the defense, and reasonably cooperate at Sellforte's expense. Late notice relieves Sellforte only to the extent materially prejudiced. Sellforte may not settle by requiring the Customer to pay an uncovered amount, admit liability, or undertake a nonmonetary obligation without its consent, not unreasonably withheld.

14.2 Infringement remedies. Sellforte may obtain continued use rights or replace or modify the affected Online Service or Analysis Results with materially equivalent functionality or results. If neither is commercially reasonable, it may terminate the affected Services with a pro rata refund under Section 17.8 (Fees and refunds on termination). This does not remove its obligation for covered claims arising before termination.

14.3 IP indemnity exclusions. Section 14.1 (Sellforte IP indemnity) does not cover claims to the extent they arise from or depend on Customer Content supplied by the Customer or retrieved from Customer Content Sources, or Customer instructions, including their use in Analysis Results. It also excludes claims caused by use contrary to Section 6 (Restrictions of use of the Online Service), unauthorized modifications, avoidable continued infringing use after notice and an effective alternative, or combinations not supplied or required by Sellforte where the claim would not otherwise arise. Generative AI Output itself and External Services are excluded.

14.4 Customer indemnity. The Customer will defend third-party claims against Sellforte and pay damages and reasonable costs finally awarded or agreed in a settlement it approves, to the extent caused by: (a) Customer-provided content or instructions infringing rights or lacking required privacy permissions, including a breach of Section 3.6 (Tracking Technology); (b) the Customer's material unlawful use or breach of Section 6 (Restrictions of use of the Online Service); or (c) equivalent acts by its authorized Users or organizations. The indemnity does not apply to the extent caused by Sellforte's breach, negligence, or unauthorized use of data. The notice, defense, cooperation, and settlement safeguards in Section 14.1 (Sellforte IP indemnity) apply reciprocally.

The Customer indemnity includes claims by Sellforte’s suppliers to the extent caused by the Customer’s material breach of the applicable supplier or connector requirements under Section 3.9. It does not cover amounts arising solely from additional obligations Sellforte independently assumed toward the supplier, or to the extent caused by Sellforte’s own breach or negligence. The defense procedure and liability limits under this Agreement apply.

14.5 Remedies and limits. This Section provides the exclusive contractual indemnity for the third-party claims it covers, subject to Section 16 (Warranties and liability). It does not restrict mandatory data-subject rights, the DPA, termination rights, or relief for a distinct contractual breach. There is no double recovery.

15 Confidentiality

15.1 Confidentiality. Each Party will protect information it receives from or on behalf of the other Party that is marked confidential or reasonably understood to be confidential ("Confidential Information"). Customer Content, including the Customer's Analysis Results and AI Output, is its Confidential Information. Sellforte Background IP, non-public documentation, and security information are Sellforte's Confidential Information. Each Party may use the other's Confidential Information only to perform or exercise rights under this Agreement and disclose it only to personnel, Affiliates, professional advisers, and suppliers who need it and are bound by equivalent confidentiality duties. It remains responsible for those recipients. Personal Data disclosures must also comply with applicable data-protection requirements.

15.2 Regulated information. The Customer must identify material nonpublic information or information requiring special safeguards before providing it. Additional contractual requirements need written agreement, but applicable law, confidentiality, and the DPA apply regardless of notice.

15.3 Return and deletion. Following termination or a request, each Party will promptly, and in any event within 30 days, return or delete the other’s Confidential Information, subject to express continuing rights. Retention for legal obligations, preservation orders, legal claims, or backups is permitted only under Section 17.6 (Return and erasure), applied reciprocally. Retained information remains confidential. Customer Content and Personal Data follow that Section’s schedule and the DPA.

15.4 Duration. Confidentiality applies during the Agreement and for five years afterward; trade secrets remain protected while they qualify as trade secrets. Retained Customer Content and Personal Data remain protected for as long as held.

15.5 Exceptions and required disclosure. Confidentiality does not cover information the receiving Party can show was lawfully known without restriction, independently developed without using the information, lawfully received without restriction, or public without breach. A legally required disclosure is permitted to the minimum necessary, with prior notice where lawful and reasonable cooperation on protective measures. It does not remove confidentiality from the remaining information. Personal Data and material nonpublic information remain protected as required by law.

15.6 Protection measures and incident notification. Each Party will protect the other's Confidential Information using at least the same care it uses for its own — and in any event no less than reasonable care and generally accepted security practices. Each Party will promptly notify the other of any unauthorized access, disclosure, or breach and cooperate in good faith to mitigate and remediate it.

16 Warranties and liability

16.1 Service warranty. Sellforte will provide paid Services in a professional and workmanlike manner and materially in accordance with the agreed scope. On notice of a material defect, it will correct or reperform affected Services within a reasonable time. Uncured material failures may be terminated under Section 17.4 with the refund in Section 17.8. THESE ARE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF THIS WARRANTY. EXCEPT FOR EXPRESS COMMITMENTS IN THE AGREEMENT AND TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED AS IS AND AS AVAILABLE. SELLFORTE DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE DISCLAIMER DOES NOT REDUCE EXPRESS SECURITY, CONFIDENTIALITY, DPA, OR COMMITMENTS UNDER ANY INCORPORATED SLA.

16.2 Analytical limitations. Analysis Results, planning tools, recommendations, and AI Output depend on available data, assumptions, and methods; relevant variables and business context may be missing. Sellforte does not guarantee commercial outcomes, uninterrupted operation, or error-free outputs. The Services and personnel's guidance are not financial, investment, legal, tax, accounting, or other regulated professional advice. The Customer must assess outputs in its own context and make its own decisions, including when using AI Services or enabling Automated Actions. Examples, benchmarks, and projections in marketing materials, demos, or pre-contractual communications are illustrative and do not guarantee outcomes or override express commitments in the Agreement. These limitations do not remove the warranty in Section 16.1 (Service warranty).

16.3 Customer-caused defects. Sellforte is not responsible for defects caused by unauthorized Customer modifications, use contrary to Section 6 (Restrictions of use of the Online Service), or failures in the Customer's systems, inputs, Customer Content Sources, or External Services described in Section 3.8 (Customer-authorized access). Sellforte remains responsible for its own Data Connectors, Tracking Technology, and suppliers used to deliver the Services, subject to the Agreement's limits.

16.4 Source data. Sellforte is responsible for obtaining the rights needed to use data it independently sources. It does not warrant the lawfulness of Customer-provided or connected source data, or the accuracy of data from outside Sellforte. It remains responsible for its own processing and agreed data-quality work.

16.5 Data handling. Data handling permitted by Section 11.6 (Storage) is not itself data loss or a breach. Sellforte is liable for proven direct loss caused by its breach, including reasonable data restoration or recreation costs, subject to Sections 16.7–16.10 (Excluded losses, caps, and exceptions). Agreed service credits, termination refunds, and performance obligations remain unaffected.

16.6 Dependencies. Sellforte does not guarantee the availability or continued compatibility of Customer Content Sources or External Services, such as advertising platforms, commerce platforms, or the Customer's external AI tools. Sellforte remains responsible for the Data Connectors, Tracking Technology, and suppliers it provides, subject to the Agreement's limits and force majeure provisions.

16.7 Excluded losses. SUBJECT TO SECTION 16.10, NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES, WHETHER DIRECT OR INDIRECT. THIS EXCLUSION DOES NOT APPLY TO COVERED THIRD-PARTY AMOUNTS UNDER SECTION 14 OR LIABILITY EXCEPTED BY SECTION 16.10.

16.8 General cap. EXCEPT AS PROVIDED IN SECTIONS 16.9–16.11, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE UNDER THE AFFECTED ORDER FORM OR FORMS FOR THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. If that event occurs during the subscription’s first 12 months, the fee basis is the fees paid or payable for those first 12 months, or the shorter agreed subscription term.

The cap applies regardless of the legal basis of a claim, including contract, negligence, or statute. Claims arising from the same or related acts or omissions are treated together. Multiple claims, claimants, or legal grounds do not create separate caps or permit recovery more than once for the same loss.

The exclusions and caps also benefit each Party’s Affiliates, directors, officers, employees, agents, and subcontractors when acting in connection with the Agreement. They may rely on these protections, subject to Section 16.10. Claims against a Party and these persons share the applicable cap and do not create separate limits. This does not relieve either Party of responsibility for persons acting on its behalf or affect rights under a separate agreement with any such person.

16.9 Special cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR BREACHES OF CONFIDENTIALITY, THE DPA OR APPLICABLE DATA-PROTECTION OBLIGATIONS IN PERFORMING THE AGREEMENT, ITS DEFENSE AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 14, AND ITS GROSS NEGLIGENCE IS LIMITED TO TWICE THE FEE BASIS IN SECTION 16.8.

Reasonable external defense costs incurred in performing Section 14, together with damages, settlements, and other amounts payable under its indemnities, count toward this special cap. The general and special caps are not cumulative: liability subject to the general cap remains within that cap, and total liability subject to either cap cannot exceed the special cap.

16.10 Exceptions. No exclusion or cap in the Agreement applies to liability arising from:

(a) fraud or willful misconduct;

(b) intentional infringement or misappropriation of the other Party’s Intellectual property rights, including Sellforte Background IP;

(c) death or personal injury caused by negligence;

(d) the Customer's obligations under Section 14.4(a) to the extent the claim arises from Tracking Technology deployed without the visitor notices or consents required by law; or

(e) any other liability to the extent it cannot lawfully be excluded or limited.

The exclusions and caps do not reduce fees properly due or agreed service credits and termination refunds. These payment obligations do not count toward the caps. They also do not prevent either Party from seeking an injunction or other non-monetary relief.

The Agreement does not restrict individuals' statutory rights, regulators' powers, or mandatory contribution or recourse rights. The limitations allocate contractual risk between the Parties; they do not cap an authority's penalties or a nonparty's statutory recovery.

16.11 Free Pilots and beta features. For Free Pilots, each Party’s total aggregate liability is limited to USD 5,000 for general claims and USD 10,000 for claims described in Section 16.9, covering all Free Pilot use under the Agreement.

For optional beta features expressly identified as such before activation within a paid subscription, each Party’s general cap is USD 5,000 for beta use in aggregate. Claims described in Section 16.9 remain subject to twice the ordinary fee basis in Section 16.8. The beta cap applies only to the beta feature itself, not to failures affecting the remaining paid Services.

Sections 16.7–16.10 otherwise apply.

16.12 Force majeure. Neither Party is liable for a failure caused by an event beyond its reasonable control that it could not reasonably anticipate or avoid. It must promptly notify the other and take reasonable mitigation steps. A supplier failure qualifies only if it meets the same test and reasonable alternatives are unavailable. Accrued payment obligations remain due. If material performance is prevented for three consecutive months, either Party may terminate the affected Services and Section 17.8 (Fees and refunds on termination) applies.

17 Term and termination

17.1 Term. The Agreement starts with the first Order Form and continues while any Order Form is active. Each Order Form states its subscription start and Minimum Term, if any. Unless it states otherwise, either Party may terminate on 30 days' notice, effective at the end of the billing period in which notice expires and no earlier than the Minimum Term's end. The Customer may also terminate at the Minimum Term's end by notice at any time before it ends. After the Minimum Term, Services continue on the stated billing cycle with the agreed notice periods; no new fixed minimum commitment arises without express agreement. Terminating one Order Form does not end the others. Stopping use or requesting deletion does not itself cancel the Agreement or payment obligations.

17.2 Immediate termination. A Party may immediately terminate only the affected Services if the other Party’s material breach or unlawful activity creates a risk of serious harm or continued performance would be unlawful, and reasonable corrective steps or limited suspension cannot address the grounds while allowing lawful and safe continuation. Where lawful and practical, it must first notify the other Party and allow correction, including by isolating affected data or processing. Neither Party is required to continue unlawful performance. A Party may also terminate an affected Order Form if the other Party becomes insolvent or is dissolved without a successor assuming the Agreement, subject to mandatory insolvency and restructuring law. Whole-Agreement termination requires grounds materially affecting it as a whole.

17.3 Free Pilots. Either Party may end a Free Pilot immediately by notice.

17.4 Material breach and remedies. Either Party may terminate an affected Order Form if the other's material breach remains uncured 30 days after written notice describing it. Suspension follows Section 6.3 (Suspension), and non-payment follows Section 9.10 (Suspension for nonpayment). Unless an express exclusive remedy applies, a Party may require the other to fulfill its obligations, claim direct damages under Section 16 (Warranties and liability), or seek urgent court relief. Remedies must be proportionate. A Party cannot recover twice for the same loss.

17.5 Access through termination. Service access and fees continue until the effective termination date, except during a justified suspension. New processing then ends, but lawful export, retrieval, deletion, and transition duties remain. The Customer may continue using retained Analysis Results and AI Output under Section 13 (Intellectual property rights).

17.6 Return and erasure. Exportable Data remains retrievable for 30 days after termination, unless the Customer requests earlier deletion or the Parties agree a longer period. Sellforte deletes it from active systems when that retrieval period expires. Customer Personal Data remains subject to the DPA.

For backups, the Parties agree erasure on scheduled expiry, no later than 12 months after termination, and sooner where feasible or required. Backups may be used only for necessary recovery, security, or legal purposes. Previously deleted data must be deleted again before normal use after restoration. Shorter deadlines under law, the DPA, lawful Customer instructions, or source-provider terms prevail for all copies they cover.

Records may be retained only as legally required or lawfully needed for legal claims, subject to the DPA's limits. Retained records are deleted when the applicable retention requirement or lawful need ends. Separate controller records outside Exportable Data follow the applicable privacy notice. Anonymous Aggregate Data and nonconfidential, non-personal Feedback may remain under Sections 11.3 and 13.3. All retained information remains protected and confidential. On request, Sellforte will confirm deletion and explain remaining retention and its end date.

17.7 Disconnecting access. Each Party will revoke the other's accounts, tokens, and integration permissions under its control when no longer needed, retaining only access necessary for lawful transition and deletion. The Customer must remove deployed Tracking Technology and disconnect external tools.

17.8 Fees and refunds on termination. The Customer must pay all fees due through the effective termination date. For ordinary termination, Sellforte continues invoicing on the normal schedule until that date, including the Minimum Term and notice period. If Sellforte terminates for the Customer’s material breach, Sellforte will invoice the remaining committed fees on the termination date, payable under the agreed payment terms. These cover the period through the earliest ordinary termination date under the Order Form and Section 17.1, calculated using Sellforte's termination notice unless an earlier valid notice applies. Amounts already paid or invoiced are credited.

If the Customer validly terminates for Sellforte’s material breach, a material adverse change, a fee increase, an unresolved subprocessor objection, noncompliance under DPA Section 10.1, or a qualifying assignment; Sellforte terminates under Section 14.2; or either Party terminates for force majeure, fees remain due through the termination date but not beyond it. Sellforte will refund prepaid fees for the period after that date pro rata. Mandatory rights remain unaffected.

17.9 Survival. Sections 9 (Fees and payment), 11 (Customer Content and data rights), 13 (Intellectual property rights), 14 (Indemnities), 15 (Confidentiality), 16 (Warranties and liability), 17.6–17.8 (Return and erasure, disconnecting access, and fees and refunds), 18 (Miscellaneous), and the DPA survive only to the extent needed for accrued rights, retained data or outputs, covered claims, and obligations intended to continue after termination.

18 Miscellaneous

18.1 Governing law and dispute resolution. The laws of the State of Delaware govern this Agreement and any dispute arising out of or relating to this Agreement, including its formation, performance, breach, termination, or validity, excluding conflict-of-laws rules that would select another jurisdiction's law. The United Nations Convention on Contracts for the International Sale of Goods does not apply. This choice does not displace mandatory laws applicable to a Party's processing or performance.

The Parties will first seek to resolve a dispute through their authorized business representatives for 30 days after written notice describing it. This process does not prevent urgent relief, a protective filing needed to preserve a claim, or collection of undisputed overdue fees.

Subject to mandatory jurisdiction and venue rules, the state courts located in New Castle County, Delaware, and, where federal subject-matter jurisdiction exists, the United States District Court for the District of Delaware have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, including its formation, performance, breach, termination, or validity. Each Party irrevocably consents to personal jurisdiction in those courts and waives objections based on improper venue or inconvenient forum to the extent permitted by law. This clause does not itself create federal subject-matter jurisdiction.

Either Party may seek necessary interim relief from another court of competent jurisdiction if the selected courts cannot provide timely effective relief, and may enforce a judgment in any competent court. Arbitration applies only if the Parties expressly agree to it in a signed amendment.

TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE.

18.2 Entire agreement. This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior or contemporaneous agreements, understandings, negotiations, representations, and communications — written or oral — on that subject matter.

Each Party acknowledges it is not relying on any statement, representation, or warranty not expressly stated in this Agreement. This Section does not limit or exclude liability for fraud or fraudulent misrepresentation.

18.3 Document priority. Conflicts are resolved in this order: the DPA for Customer Personal Data processing; the Order Form; these ToS; and other incorporated attachments. An incorporated SLA prevails for its service levels and credits. An Order Form provision that expressly identifies the ToS or DPA provision it varies prevails over that provision. A signed amendment may vary this order to the extent lawful. The versions identified in the Order Form apply, as amended under Section 18.4.

An incorporated Service Description defines the agreed Services. Notices provide information without changing the Agreement and may be updated by posting a dated version, subject to applicable notice duties. Supplier requirements apply under Section 3.9 and limit general use permissions only for the relevant feature or source data. Changes to binding requirements follow Section 18.4; Personal Data processing and subprocessor changes follow the DPA.

18.4 Amendments. Scope and fee changes may be agreed under Section 9.7 (Scope changes). Other negotiated changes to these ToS or the DPA must be signed, including electronically, by authorized representatives. Purchase orders and procurement terms do not amend the Agreement.

Sellforte may update these ToS and incorporated supplier requirements for legal, security, supplier, or service changes on at least 30 days’ written notice describing the changes, effective date, and rejection rights. The Customer may reject a material adverse change before it takes effect and terminate the affected Order Form on that date, or an earlier ordinary termination date, with the refund under Section 17.8. If an urgent legal or security requirement requires shorter notice, the Customer may terminate within 30 days after notice. Subject to mandatory law, notified changes take effect unless validly rejected; posting changes alone does not amend binding requirements. Service, scope, and fee changes follow Sections 8.3, 9.7, and 9.11; Personal Data processing follows the DPA.

18.5 Severability and waiver. If a provision is unenforceable, the remainder continues and applicable law fills the gap. Failure to exercise a right is not a waiver.

18.6 Independent contractors. The Parties are independent contractors. Automated Actions are executed on the Customer's behalf under Section 2.3 (Automated Actions and external tools). That limited authority does not create a general agency, partnership, or authority to enter other agreements for the Customer.

18.7 Interpretation. Headings do not affect interpretation. "Including" and similar words mean "including without limitation." Singular includes plural and vice versa where appropriate. Days are calendar days unless stated otherwise. Business days are Monday through Friday, excluding US federal holidays, except that a stated support calendar in the Order Form or any incorporated SLA governs service-response timing.

18.8 Assignment. The Customer may assign with Sellforte’s written consent, not to be unreasonably withheld, and remains liable unless released. Sellforte may assign to an Affiliate or a successor in a sale of the relevant business or assets, merger, spin-off, or restructuring. The assignee must assume and be able to perform all obligations. Assignment does not release prior liabilities or impair related claims or defenses. Sellforte will give 30 days’ notice, or notice as soon as legally and reasonably possible if legal restrictions or transaction confidentiality prevent this. The Customer may terminate under Section 17.8 if the assignee is its direct competitor in the relevant business. It must give notice within 30 days after Sellforte’s notice; termination takes effect on the transfer date or, if later, the Customer’s notice. A share sale, financing, or listing is not an assignment if the contracting entity stays unchanged. Assignment does not change the applicable terms, governing law, or DPA safeguards. Sellforte may assign receivables without increasing Customer obligations.

18.9 Notices. Operational communications may use agreed support channels. Contractual notices must be in English and sent by email to notices@sellforte.com and the Customer's notice address in the Order Form. Privacy matters use privacy@sellforte.com and the Customer's privacy contact. Notice is received when delivery is confirmed or, absent a delivery failure, on the next business day after sending. Each Party must keep its addresses current.

18.10 Suppliers. Sellforte may engage suppliers, including subcontractors and its Affiliates, to deliver the Services and remains responsible for their performance as for its own. Customer Personal Data processing follows the DPA. The Customer remains responsible for its own suppliers and External Services under Section 3.8.

18.11 Trade restrictions. Each Party must comply with sanctions and export controls applicable to its performance or use. Each Party represents that neither it nor any person owning or controlling it is identified on a US government sanctions or restricted-party list. The Customer must not provide access to a person, entity, or location where prohibited by law or the disclosed supported-region restrictions of an applicable supplier, and must promptly report a relevant change. Sellforte may suspend affected use under Section 6.3 (Suspension).

18.12 References. Unless the Customer opts out in the Order Form or by written notice, Sellforte may list its name and logo during the term, following reasonable brand instructions without implying endorsement. Sellforte will remove them from website lists and new materials within 30 days after opt-out or termination. Named quotations and case studies require written approval; published versions may remain unless otherwise agreed. Section 13.3 (Feedback) governs anonymous Feedback quotations. Sellforte owns its case-study text and design, excluding Customer trademarks, supplied materials, and Confidential Information.

18.13 Electronic signatures. The Parties may sign Order Forms and amendments electronically and in counterparts. They agree to transact electronically and to retain reproducible copies. An electronically signed or expressly accepted record has the same contractual effect as its paper equivalent, subject to applicable law and the acceptance requirements in Section 2.4.

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