These documents concern agreements with Sellforte, Inc.. The contracting entity in your Order Form determines the applicable terms. Terms for the other Sellforte contracting entity.
Any EU Schedule or customer DPA is provided separately and applies as agreed in the Order Form. Private agreement attachments are not published on this website. Mandatory law remains applicable.
Version 2026-11
These Terms of Service (“ToS”) govern Order Forms initially contracted with Sellforte, Inc., a Delaware corporation, with its principal business address at 2201 Spinks Road, Suite 252, Flower Mound, Texas 75022 (“Sellforte”). The contracting entity identified in the Order Form determines the applicable terms. Order Forms initially contracted with Sellforte Solutions Oy or another Sellforte Affiliate use that entity’s terms. An assignment does not itself replace the applicable terms; Section 18.8 (Assignment) applies. Anyone accessing the Online Service without an Order Form accepts these ToS as a Free Pilot, unless separate terms govern that access, such as the Demo Terms (sellforte.com/demo-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), and attachments expressly incorporated in an Order Form, such as an SLA, the EU Schedule, or Appendix 1 (DPA and Annexes A– D).
AI
means artificial intelligence: machine-based techniques that infer from input how to generate outputs such as predictions, content, recommendations, or decisions, including machine-learning and generative models. Used on its own, AI describes the technology generally, whoever provides it; AI System, AI Services, AI Output, and AI Legislation have the specific meanings in this Section.
AI Legislation
means laws and binding regulations applicable to a Party’s development, provision, deployment, or use of an AI System under the ToS, including laws governing automated or consequential decisions, algorithmic discrimination, transparency, testing, impact assessments, and human oversight.
AI Output
means generative or conversational content produced by AI Services, including explanations and recommendations. It excludes Analysis Results, records of executed Automated Actions, and outputs of External Services.
AI Services
means the features of the Online Service that Sellforte provides using AI, including any feature that qualifies as an AI System, to produce AI Output, to explain or recommend, or to support Automated Actions. Statistical, econometric, and optimization models used to produce Analysis Results are not AI Services unless they qualify as an AI System. The AI Use Statement describes the AI Services.
AI System
means a machine-based system that is designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.
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.
Customer Content Source
means a source the Customer controls or authorizes for the Services, including advertising platforms, commerce platforms, data warehouses, websites, or apps.
Customer Personal Data
has the meaning in DPA Section 1.1 (Applicability), where a DPA is incorporated.
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 all applicable U.S. federal and state privacy, data-security, breach-notification, consumer-protection, and similar laws applicable to a Party’s processing of Personal Data under the Agreement, and, solely to the extent applicable to the relevant processing, the GDPR, UK GDPR, Swiss data-protection law, and other non-U.S. privacy laws identified in the DPA.
DPA
means Appendix 1 (Data Processing Appendix, including Annexes A–D), where expressly incorporated in an Order Form.
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, tool, or account the Customer obtains independently of Sellforte, including advertising, commerce, analytics, and storage platforms, and third-party AI Systems, models, assistants, and agents, whether used separately or connected to the Online Service through an interface Sellforte supports, such as Model Context Protocol (“MCP”). Such platforms may also be Customer Content Sources. It excludes AI Services, 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 or an online pilot flow that references these ToS.
Intellectual Property Rights
means copyrights, database rights (to the extent applicable), 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, personally identifiable information and similar statutory terms, as defined in applicable Data Protection Legislation.
SCCs
means the standard contractual clauses for international Personal Data transfers adopted under Article 46 GDPR (Decision (EU) 2021/914) and, where applicable, the UK Addendum or International Data Transfer Agreement issued by the ICO and the adaptations required for Swiss transfers.
Sellforte
means Sellforte, Inc.
Sellforte Background IP
means Sellforte’s or its licensors’ technology, models, methods, software, and other protected materials or Intellectual Property Rights embedded in the Services or delivered outputs; see Section 13.6 (Embedded technology).
Service Credit
means the credits specified in an SLA.
Service Description
means the service description expressly incorporated in an Order Form.
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.
SLA
means a service level agreement expressly incorporated in an Order Form.
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.
User
means an individual 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. As applicable, Sellforte will provide the interaction disclosures required for the AI Services and, to the extent technically feasible, ensure the machine-readable marking and detectability of AI Output required for its role under applicable AI Legislation, including preserving required upstream markings. As applicable, required interaction notices shall be clear, distinguishable, and meet applicable accessibility requirements, and shall be presented no later than the first interaction or exposure. Each Party is responsible for the AI literacy and other AI Legislation obligations applicable to its own personnel and role. The Customer must maintain appropriate human oversight and independently assess outputs before relying on them. The Customer shall notify Sellforte in writing before using AI Output for decisions with legal or similarly significant effects on individuals.
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. Liability for breach of the Agreement remains subject to Section 16 (Warranties and liability).
An External Service connected to the Online Service, including through Model Context Protocol (MCP), remains an External Service for which the Customer is responsible 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. Connections of External Services are permitted only through the interfaces and methods Sellforte supports from time to time. Sellforte may restrict or disable a connection that creates a security, legal, or supplier-compliance risk and will inform the Customer promptly. Any and all AI Legislation duties, if any, for an External Service, including its transparency notices and marking, rest with the Customer and its provider; Sellforte’s duties under Section 2.2 (AI Services and AI Output) cover only AI Output generated by the AI Services.
2.4 Ordering and acceptance. An Order Form becomes binding when both Parties sign or accept it through an agreed online process. Each person accepting these ToS represents authority to bind the Party they represent. Sections 4.3 (Support and additional services) and 9.7 (Scope changes) govern additional Services and scope changes.
3 General obligations
3.1 Legal compliance. Each Party shall 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 those connected to the Online Service. 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 from Sellforte consistent with the Agreement.
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 any required notices and obtain the consents or other permissions required by the laws applicable to its deployment and visitors, or provide the opt-out opportunities those laws require. Where consent is required, it must record and honor the visitor’s choices and provide an appropriate way to refuse or withdraw consent.
Tracking Technology is for aggregate marketing measurement. Neither Party may use Tracking Technology or data collected through it to identify individuals or children, profile them, or target advertising to them. The Customer must not intentionally collect sensitive personal information or similar data and, if it does, must immediately notify Sellforte in writing. Sellforte may remove non-compliant data if a government or regulatory authority or an end customer requests it, or if Sellforte reasonably considers the data inappropriate to collect or process. The Customer will not deploy Tracking Technology on a child-directed website or online service, or in circumstances in which Customer or Sellforte has actual knowledge that Personal Data is being collected online from a child under 13, without Sellforte’s prior written approval and documented compliance measures required under the Children’s Online Privacy Protection Act (“COPPA”) and other applicable children’s privacy laws. Sellforte provides deployment information and remains responsible for its own technology and its own legal compliance. Incidental visits by children and lawful purchase data involving children do not alone breach this restriction, provided the processing remains limited to lawful aggregate measurement and complies with applicable privacy requirements. The Customer must stop collection when required. The Customer’s visitor notice must describe the Tracking Technology.
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, as amended, including supplier terms 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 notice to match any changes required by its suppliers. Sellforte’s own requirements change under Section 18.4 (Amendments), including its notice and rejection rights. Supplier policies identified as binding apply to the relevant connector in the version the supplier publishes from time to time. Section 8.3 (Service changes) applies if a supplier change materially reduces agreed functionality. Where incorporated, 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 (Customer responsibilities) 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 AI Services, including the third-party models they use. 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; coordinate its internal stakeholders and suppliers; and promptly notify Sellforte, in writing, of known errors or material changes in Customer Content or its sources. Sellforte will use reasonable efforts to 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 (Scope changes); 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 (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, except as mandatorily permitted by law;
(d) scrape, systematically extract, or probe the Online Service to derive its logic or models, except through authorized interfaces used for their intended purpose, exports, or statutory access and switching rights;
(e) misuse Sellforte Background IP or Confidential Information to develop a competing service, or use Sellforte Background IP to train or calibrate a substitute model, or use AI Services or AI Output to build competing AI models or products 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 AI Output for prohibited AI practices or high-risk uses under applicable AI Legislation, including, as applicable, decisions about individuals’ employment, credit, education, biometrics, or access to essential services; or use them for solely automated decisions producing legal or similarly significant effects on individuals unless the applicable Order Form expressly authorizes the use and the Parties have documented the required safeguards;
(g) remove or alter the disclosures, attribution, watermarks, or provenance metadata that AI Legislation requires for AI Services or AI Output, or 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, if such breach is capable of a remedy. Sellforte will limit suspension to what is necessary, explain it promptly where lawful, and restore access when the reason for suspension has ended. Termination follows Section 17 (Term and termination); non-payment follows Section 9.10 (Suspension for nonpayment). Upon written request, Sellforte will facilitate lawful data retrieval through a secure method where feasible.
7 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.
7.4 Access management. The Customer must promptly update or revoke User rights, API keys, and access granted to connected External Services, 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 SLA 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 applicable 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.
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 sales, use, excise, gross-receipts, transaction, and similar taxes, duties, levies, or payment charges, which are added to the Service Fees and borne by the Customer. If Sellforte is required by law to collect or remit any such amounts that the Customer owes, Sellforte may invoice for them.
If the Customer is required by law to withhold taxes from payments, the invoiced amount will be grossed up so Sellforte receives the full Service Fees, exclusive of sales, use, excise, gross-receipts, transaction, and similar taxes. Sellforte remains responsible for taxes on its own income, property, and employees.
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 states 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 on scope and fee changes by email through authorized representatives or through 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 follow Section 18.4 (Amendments).
9.8 Invoice disputes. The Customer should notify Sellforte in writing of a disputed invoice within 30 days, with a description of the substantiated 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 and in good faith to resolve the dispute.
9.9 Late payments. Late payments shall bear interest at the lesser of (a) the rate of 1.5% per month, and (b) the highest rate permissible under applicable law. The Customer shall also reimburse Sellforte for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
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 switching, export, or retrieval rights under Sections 11.7 (Exportable Data) and 17.6 (Return and erasure), any incorporated EU Schedule, or mandatory law. 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 upon in writing. 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 or acceptance through an online pilot flow and may use Customer Content 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).
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 at Sellforte’s sole discretion, and are excluded from the 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 remains 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 it provides or that is retrieved from Customer Content Sources, to the extent protectable under applicable law. Rights in delivered Analysis Results and AI Output follow Sections 13.4–13.6 (Customer outputs, AI Output, and embedded technology).
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. Other use is limited to Section 11.3 (Anonymous Aggregate Data). Sellforte will not use Customer Content or User prompts 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 (Anonymous Aggregate Data).
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 (Aggregate Data), such as average ROI by industry or media channel. Sellforte may use Aggregate Data 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 safeguards for small or dominated groups and must not re-identify the statistics or permit recipients to do so. Aggregate Data belongs to Sellforte and is not the Customer’s Confidential Information; this permission is irrevocable and survives termination.
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 any 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 in writing. 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, including a request from a data source provider to delete data that Sellforte retrieves from it, 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. Deletion that Sellforte makes to comply with applicable law, a source provider’s terms or request, or a verified individual request is not a breach of the Agreement. Sellforte shall endeavor to 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 or switching request under Section 11.7 (Exportable Data) or, where the EU Schedule is incorporated, Section 11.9 (Switching and erasure). Personal Data processing and deletion remain subject to applicable law and, where incorporated, the DPA.
11.7 Exportable Data. The Customer may retrieve Exportable Data during the term and the retrieval period in Section 17.6 (Return and erasure) in a structured, commonly used, machine-readable format. Exportable Data comprises retained Customer Content, subject to the exclusions below. Datasets, fields, and formats may vary by configuration and change with the Services, without reducing mandatory export rights. Storage follows Section 11.6 (Storage); lawfully deleted data need not be recreated.
Excluded are protected Sellforte or licensor source code, algorithms, model weights, internal security rules and infrastructure configurations, and internal operational records not directly relating to the Customer, and third-party data whose license prohibits onward transfer, to the extent covered by Intellectual Property Rights or trade secrets. Aggregate Data under Section 11.3 (Anonymous Aggregate Data) is also 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 (Customer outputs, AI Output, and embedded technology) and must not prevent lawful switching (available for an additional fee pre-approved by the Customer) or required exports. Personal Data exports follow applicable data-protection law.
11.8 Intentionally omitted
11.9 Intentionally omitted
11.10 Government access. Sellforte will review governmental demands for Customer Content addressed to Sellforte, notify the Customer before disclosure unless prohibited by law or where an emergency makes prior notice impracticable, and disclose only the information Sellforte reasonably determines it is legally required to disclose. Where appropriate and legally permitted, Sellforte will object to facially invalid or materially overbroad demands.
12 Personal Data protection
Intentionally omitted.
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 rights in the Services, software, models, methods, documentation, and their improvements, including Sellforte Background IP. Customer Content and delivered outputs remain subject to Sections 11 (Customer Content and data rights) and 13.4–13.6 (Customer outputs, AI Output, and 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, sublicensable, and transferable license to use voluntarily provided Feedback to develop and improve 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, to the extent Sellforte owns transferable rights in the AI Output. AI Output may not be legally protectable or exclusive, and others may receive similar outputs. The Customer may retain, use, and share that AI Output as permitted for Analysis Results under Section 13.6 (Embedded technology), including 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 Sellforte Background IP as part of the delivered Analysis Results and AI Output under this Agreement, 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. 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 this Agreement, infringe Intellectual Property Rights of a third party. Sellforte will pay the 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 agree a settlement requiring the Customer to pay an uncovered amount, admit liability, or undertake a non-monetary obligation without its written 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. AI Output itself and External Services are excluded. Claims by the Customer’s Affiliates, Users, or billing entities are not third-party claims.
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); (c) equivalent acts by its authorized Users or organizations, or by External Services it authorizes; or (d) Automated Actions executed, or AI Output used, on the Customer’s instructions or enabled permissions, except to the extent caused by Sellforte’s breach. The indemnity does not apply to the extent caused by Sellforte’s breach, gross 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 (Supplier and connector requirements). 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, termination rights, relief for a distinct contractual breach, or, where incorporated, the DPA. 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 is 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 inside information or information requiring special safeguards before providing it. Additional contractual requirements need written agreement, but applicable law, confidentiality, and, where incorporated, 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 and subject to the provisions of this Section 15. Each Party will confirm deletion in writing on request. Customer Content and Personal Data follow that Section’s schedule and, where incorporated, 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 inside 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.
Nothing in this Agreement prohibits either Party or any individual from reporting a suspected violation of law to a governmental authority, cooperating with a governmental investigation, or making another disclosure protected by applicable law.
16 Warranties and liability
16.1 Service warranty. Sellforte will provide paid Services with reasonable skill and care and materially in accordance with the agreed scope. On notice of a material defect, it will correct or reperform the affected Services within a reasonable time. Uncured material failures may be terminated under Section 17.4 (Material breach and remedies) with the refund in Section 17.8 (Fees and refunds on termination). EXCEPT FOR THE EXPRESS WARRANTIES IN THE AGREEMENT, THE SERVICES, DOCUMENTATION, AI OUTPUT, ANALYSIS RESULTS, FREE PILOTS, AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLFORTE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
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 reasonable-skill-and-care commitment 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 for which the Customer is responsible under 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 data loss or a breach. If Customer Content is lost or corrupted through Sellforte’s breach, Sellforte will use commercially reasonable efforts to restore it from its most recent available backup or to recreate it from the Customer’s sources, and is otherwise liable only for reasonable restoration or recreation costs, subject to Sections 16.7–16.10 (Excluded losses, caps, and exceptions). Sellforte is not liable for data loss to the extent the Customer could have avoided it by keeping the copies required by Section 11.6 (Storage). 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 or other third-party services, such as advertising platforms, commerce platforms, or the Customer’s own 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. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OF ITS REPRESENTATIVES FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This exclusion does not apply to amounts recoverable under Section 14 (Indemnities), restoration or recreation costs under Section 16.5 (Data handling), or liability described in Section 16.10 (Exceptions).
16.8 General cap. Except as provided in Sections 16.9–16.11 (Special cap, exceptions, and Free Pilots and beta features), 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, tort, 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 (Exceptions). 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, of the DPA (where incorporated), or of applicable data-protection obligations in performing the Agreement, and its defense and indemnification obligations under Section 14 (Indemnities) is limited to twice the fee basis in Section 16.8 (General cap).
Reasonable external defense costs incurred in performing Section 14 (Indemnities), 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, willful misconduct, intentional acts, or gross negligence;
(b) intentional infringement or misappropriation of the other Party’s Intellectual Property Rights, including Sellforte Background IP;
(c) the Customer’s breach of Section 3.6 (Tracking Technology), 3.9 (Supplier and connector requirements), or 6 (Restrictions of use of the Online Service) that continues after written notice identifying it;
(d) death or personal injury caused by negligent acts or omissions;
(e) any other liability to the extent it cannot lawfully be excluded or limited; or
(f) the Customer’s indemnity under Section 14.4(a) to the extent the claim arises from Customer Content or Tracking Technology used without required rights or permissions.
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 any applicable data subjects’ statutory rights, regulators’ powers, or rights of contribution or recourse that cannot lawfully be restricted.
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 (Special cap), 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 (Special cap) remain subject to twice the ordinary fee basis in Section 16.8 (General cap). The beta cap applies only to the beta feature itself, not to failures affecting the remaining paid Services.
Sections 16.7–16.10 (Excluded losses, general cap, special cap, and exceptions) 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, such as war, natural disaster, pandemic, general interruption of communications or power, embargo, or strikes and other industrial action. 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 Effective Date, subscription start date, 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 the notice period expires and no earlier than the Minimum Term’s end. The Customer may also terminate at the Minimum Term’s end by giving notice at any time before it ends. Terminating one Order Form does not end the others; terminating the Agreement ends all Order Forms. Stopping use, withholding inputs needed to provide the Services, or requesting deletion does not itself terminate the Agreement or relieve payment obligations; the Customer must terminate under the Agreement.
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 bankruptcy, 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. A breach of Section 6 (Restrictions of use of the Online Service) or 3.9 (Supplier and connector requirements) is a material breach; where it threatens security, legal compliance, or Sellforte’s supplier access, the cure period is 5 business days. 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 continues until the effective termination date, except during a justified suspension. Fees continue until that date regardless of any suspension; agreed Service Credits and refunds remain unaffected. 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 or completion of switching, whichever is later, unless the Customer requests earlier deletion or the Parties agree a longer period. Sellforte deletes it from active systems when that retrieval period expires.
For backups, the Parties agree erasure on scheduled expiry, no later than 12 months after termination or completion of switching, whichever is later, 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 (where incorporated), lawful Customer instructions, or source-provider terms prevail for all copies they cover.
Records may be retained only as legally required or, except for Customer Personal Data held as processor under an incorporated DPA, as 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 Online Service Privacy Notice. Aggregate Data and nonconfidential, non-personal Feedback may remain under Sections 11.3 (Anonymous Aggregate Data) and 13.3 (Feedback). All retained information remains protected and confidential.
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 switching or erasure ends the Services earlier, or 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 (Term), calculated using the switching, erasure, or Sellforte 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, or a qualifying assignment; Sellforte terminates under Section 14.2 (Infringement remedies); 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, where incorporated, 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. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.
Mediation and Arbitration. Any dispute or claim arising out of or relating to this Agreement (including its breach, termination, or validity, or any other claims or disputes that include as their subject matter the Agreement or any performance, conduct, omission related to it) will first be addressed through good-faith negotiation. The Party raising any such claim or dispute must provide written notice to the other Party compliant with the notice provisions of Section 18.9 (Notices). If the claim or dispute remains unresolved within 60 days of the written notice, it shall be submitted to final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures.
For disputes or claims for amounts up to and including USD 3,000,000, there shall be one (1) arbitrator agreed to by the Parties within thirty (30) days of receipt of a request for arbitration. If the Parties fail to agree on an arbitrator, one shall be appointed by the AAA in accordance with its Commercial Rules. For disputes or claims for amounts in excess of $3,000,000.00 (three million U.S. dollars), there shall be three (3) arbitrators, with each Party choosing one arbitrator and those arbitrators choosing the third. The arbitration shall take place in Texas, and the arbitration will be conducted in English. The award rendered by the arbitrator(s) shall be final and binding on the Parties and may be entered and enforced in any court having jurisdiction, and in any court where a Party or its assets is located (to whose jurisdiction the Parties consent for the purposes of enforcing the award). The arbitration proceedings and award shall be confidential. Except as may be required by law, neither any Party nor the arbitrator(s) may disclose the existence, content, or results of any arbitration without the prior written consent of all Parties, unless to protect or pursue a legal right.
All reasonable attorneys’ fees and costs of both Parties, as determined by the arbitrator(s), including (1) the fees and expenses of the AAA and the arbitrator(s) and (2) the costs, including reasonable attorneys’ fees, incurred during arbitration and to confirm or enforce an award in court, will be borne entirely by the non-prevailing Party (to be designated by the arbitrator(s) in the award) and may not be allocated between the Parties by the arbitrator(s).
The Parties understand that, by agreeing to arbitration, each of the Parties is giving up the right to have any claim or dispute decided in a court of law before a judge or jury and instead is accepting the use of arbitration for sole and final resolution.
Notwithstanding the foregoing, either Party may seek interim, preliminary, or permanent injunctive relief in any court of competent jurisdiction to prevent future or threatened harm related to its Intellectual Property Rights and/or Confidential Information, or to prevent unauthorized future use of its Services or systems. Such claims are exempted from the foregoing arbitration requirements and are exempted from the negotiation provisions of Section 18.1.
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: where incorporated, the SCCs; the DPA for Personal Data processing; the Order Form; these ToS; and other incorporated attachments. An incorporated SLA takes priority for its service levels and credits. A signed amendment, or an Order Form provision expressly identified as a departure from a named ToS or DPA provision, may vary this order but cannot override protections required by the SCCs or Data Protection Legislation. The versions identified in the Order Form apply, as amended under Section 18.4 (Amendments). Where Order Forms identify different versions, the version in the most recent Order Form governs all Order Forms unless it states otherwise.
An incorporated Service Description defines the agreed Services. The Online Service Privacy Notice, Tracking Technology Guidance, AI Use Statement, Data Switching Notice and other notices Sellforte publishes from time to time (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 (Supplier and connector requirements) and limit general use permissions only for the relevant feature or source data. Changes to Sellforte’s own binding requirements follow Section 18.4 (Amendments) and changes to binding supplier policies follow Section 3.9.
18.4 Amendments. Scope and fee changes may be agreed under Section 9.7 (Scope changes). Other negotiated changes to the Agreement, including its schedules and annexes, must be signed, including electronically, by authorized representatives of both Parties. 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 (Fees and refunds on termination). If an urgent legal, security, or supplier 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 (Service changes), 9.7 (Scope changes), and 9.11 (Fee adjustments).
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. Singular terms include their plural and vice versa where appropriate. Days are calendar days unless stated otherwise. Business days are Monday through Friday, excluding U.S. federal holidays, unless the Order Form specifies another support calendar.
18.8 Assignment. The Customer may assign with Sellforte’s written consent and remains liable unless released. Sellforte may assign the Agreement to an Affiliate or a successor in a sale of the relevant business or assets, merger, demerger, 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, subject to mandatory succession law. 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 (Fees and refunds on termination) if the assignee is its direct competitor in the relevant business or the transfer materially reduces contractual protection, confidentiality, security, or enforceability. 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. Mandatory creditor protections remain applicable.
18.9 Notices. Operational communications may use agreed support channels. Contractual notices must be sent in English by email to notices@sellforte.com and the Customer’s notice address in the Order Form or, if none, its billing or admin email on record. 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, to deliver the Services and remains responsible for their performance as for its own. The Customer is responsible for its own suppliers and External Services under Section 3.8 (Customer-authorized access).
18.11 Trade restrictions. Each Party must comply with sanctions and export controls applicable to its performance or use, including sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and export controls administered by the U.S. Department of Commerce. To the extent required by applicable law, the Customer represents that neither it, its Users, nor any person owning 50% or more of it is a sanctioned person or located in a comprehensively sanctioned territory, and will notify Sellforte of any change. 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), including where supplier terms under Section 3.9 (Supplier and connector requirements) are unenforceable under applicable local law.
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.
