TERMS OF USE

SellingPilot — Multi-Channel E-Commerce Hub Platform

Effective Date: June 1, 2026 | Version 1.1

IMPORTANT NOTICE

PLEASE READ THESE TERMS OF USE ("TERMS") CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM. BY CREATING AN ACCOUNT, CLICKING "I AGREE," OR ACCESSING THE PLATFORM, YOU ("SELLER" OR "USER") AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM.

SECTION 1 — INTRODUCTION AND SCOPE

1.1 About the Platform

SellingPilot ("Platform") is a software-as-a-service hub application operated by Alkers Solutions Inc. d/b/a SellingPilot ("we," "us," or "SellingPilot") that enables e-commerce Sellers ("Sellers" or "you") to:

integrate and manage product listings across multiple sales channels and marketplaces;
manage inventory levels, warehouse locations, and logistics operations;
engage with customers across communication channels and manage customer service workflows;
process, manage, and fulfill orders from multiple sales channels in a unified interface;
conduct product performance analysis, and sales analytics;
connect with third-party logistics providers, carriers, and fulfillment partners.

1.2 Binding Effect

These Terms constitute a legally binding agreement between you and SellingPilot. If you are entering into these Terms on behalf of a business entity, you represent and warrant that you have authority to bind that entity, and references to "you" or "Seller" shall apply to that entity.

These Terms incorporate by reference the following additional policies and agreements, each of which forms part of the binding agreement between you and SellingPilot:

Privacy Policy: describes how we collect, use, and protect personal data;
Data Processing Addendum: governs the processing of personal data on behalf of Sellers;
SaaS Subscription Agreement or Order Form (where applicable): governs commercial subscription terms.

In the event of a conflict between these Terms and any other incorporated agreement, the more specific agreement shall control with respect to its subject matter.

SECTION 2 — ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Eligibility Requirements

To use the Platform, you must: (a) be a legally registered business entity or individual operating a legitimate e-commerce retail business; (b) be at least eighteen (18) years of age; (c) have the legal authority to enter into these Terms; and (d) not be prohibited from receiving the Platform's services under applicable laws or regulations, including trade sanctions.

2.2 Account Registration

You must create an account to access the Platform. During registration, you agree to: (a) provide accurate, current, and complete information; (b) maintain and promptly update your account information to keep it accurate and complete; (c) maintain the security and confidentiality of your account credentials; (d) not share your account credentials with any unauthorized third party; and (e) accept all responsibility for activities occurring under your account.

2.3 Sub-Users and Team Access

Sellers may invite sub-users ("Team Members") to access the Platform under the Seller's account. The Seller is solely responsible for: (a) designating appropriate permission levels for Team Members; (b) ensuring Team Members comply with these Terms; and (c) all actions taken by Team Members through the Seller's account. Sellers must promptly remove access for Team Members who no longer require it.

2.4 Account Verification

SellingPilot reserves the right to verify your identity, business legitimacy, and compliance with these Terms at any time. You agree to cooperate with such verification, including providing additional documentation as reasonably requested. SellingPilot may suspend or terminate accounts that fail verification.

SECTION 3 — MULTI-CHANNEL PRODUCT LISTINGS

3.1 Listing Creation and Management

The Platform enables Sellers to create, publish, and manage product listings across connected sales channels and marketplaces. Sellers are solely responsible for: (a) the accuracy, completeness, and legality of all product information, descriptions, pricing, and images; (b) compliance with listing requirements, category restrictions, and content policies of each connected channel or marketplace; (c) obtaining all necessary rights, licenses, and permissions for product images, descriptions, and other content; and (d) ensuring listings do not infringe third-party intellectual property rights. Seller's obligation to indemnify SellingPilot for any claims arising from listings that infringe third-party intellectual property rights is set forth in Section 13.6.

3.2 Channel Integrations

The Platform supports integration with third-party marketplaces and sales channels (each, a "Channel"). By connecting a Channel, you authorize the Platform to: (a) access and manage your seller account on that Channel; (b) create, modify, and delete listings on your behalf; (c) retrieve order and inventory data from that Channel; and (d) perform other actions necessary to provide the integration.

You acknowledge that: (a) Channel integrations are subject to each Channel's own terms of service and seller policies; (b) SellingPilot does not control or endorse any Channel; and (c) SellingPilot is not liable for any Channel's actions, policies, or service interruptions. Sellers are responsible for maintaining their own accounts in good standing with each Channel.

3.3 Prohibited Listings

Sellers must not use the Platform to list, offer for sale, or promote:

counterfeit, unauthorized replica, or trademark-infringing goods;
stolen goods or goods obtained through fraudulent means;
prohibited or controlled substances, including unlicensed pharmaceuticals or regulated chemicals;
weapons, firearms, or components subject to licensing restrictions (without appropriate licenses and Channel authorization);
products that violate applicable consumer protection, safety, or product liability laws;
content that is fraudulent, misleading, defamatory, obscene, or violates third-party rights;
any products expressly prohibited by any connected Channel's policies.

SellingPilot reserves the right to remove any listing that violates these Terms or applicable law, without prior notice, and without liability to the Seller. Seller's obligation to indemnify SellingPilot for claims arising from prohibited listings — including claims relating to intellectual property infringement, product liability, and Channel policy violations — is set forth in Sections 13.5, 13.6, and 13.7.

3.4 Pricing Accuracy

Sellers are solely responsible for setting and maintaining accurate pricing across all connected Channels. SellingPilot is not liable for any pricing errors, Channel-imposed repricing policies, or losses arising from inaccurate pricing. Where automated repricing tools are offered, Sellers are responsible for configuring repricing rules within the bounds of applicable Channel policies.

SECTION 4 — INVENTORY AND LOGISTICS MANAGEMENT

4.1 Inventory Synchronization

The Platform provides inventory synchronization features to help Sellers maintain consistent stock levels across connected Channels. Sellers acknowledge that: (a) synchronization may be subject to API rate limits or delays imposed by Channels; (b) SellingPilot does not guarantee real-time accuracy of inventory data across all Channels at all times; and (c) Sellers are responsible for monitoring inventory levels and resolving discrepancies.

4.2 Warehouse and Fulfillment Integration

Where the Platform supports connections with warehouses, third-party logistics providers ("3PLs"), or fulfillment centers, Sellers authorize SellingPilot to transmit shipment instructions, pick/pack/ship requests, and inventory adjustments to such partners on the Seller's behalf. Sellers are responsible for: (a) maintaining accurate warehouse location data within the Platform; (b) their contractual relationships with 3PL partners; and (c) ensuring 3PL partners have the access and information needed to fulfill orders.

4.3 Carrier and Shipping Integrations

The Platform may provide access to shipping rate calculators, label generation, and carrier integrations ("Shipping Tools"). Use of Shipping Tools is subject to the terms and conditions of the applicable carrier. SellingPilot does not guarantee shipping rates, delivery times, or carrier availability. Sellers are solely responsible for selecting appropriate shipping methods and ensuring compliance with carrier terms.

4.4 Returns and Refunds Management

The Platform may provide tools to manage return merchandise authorizations (RMAs), refunds, and restocking. Sellers are solely responsible for their own return policies, customer commitments, and compliance with Channel-specific return and refund rules. SellingPilot is not liable for any disputes arising from Seller return or refund policies.

SECTION 5 — CUSTOMER ENGAGEMENT

5.1 Customer Communication Tools

The Platform may provide tools enabling Sellers to communicate with customers, including messaging, notifications, and review management ("Communication Tools"). Sellers agree to use Communication Tools only for lawful, legitimate business communications related to transactions conducted through connected Channels. Sellers shall not use Communication Tools to:

send unsolicited commercial messages, spam, or marketing communications in violation of applicable laws (including CAN-SPAM, CASL, and GDPR);
harvest or collect customer contact information for use outside the Platform or in violation of Channel policies;
engage in deceptive, manipulative, or fraudulent communications;
solicit customers to transact outside a Channel in violation of that Channel's policies;
send communications that infringe third-party intellectual property rights or contain prohibited content.

5.2 Customer Data Handling

All customer personal data accessed through the Platform (including contact details, order history, and communication records) is subject to SellingPilot's Privacy Policy and Data Processing Addendum. Sellers acknowledge that customer data obtained through Channel integrations is subject to the applicable Channel's data use restrictions. Sellers may only use customer data: (a) to fulfill orders and provide customer service; (b) as permitted by applicable law; and (c) in accordance with the applicable Channel's seller data policies.

5.3 Review and Feedback Management

Where the Platform provides access to customer review management tools, Sellers shall not use such tools to: (a) solicit, incentivize, or manufacture fake or biased reviews; (b) suppress, manipulate, or fraudulently obtain removal of legitimate customer reviews; or (c) engage in any review-related practice that violates applicable Channel policies, the FTC's Endorsement Guides, or comparable regulations.

SECTION 6 — ORDER MANAGEMENT

6.1 Order Processing

The Platform aggregates and presents orders from connected Channels in a unified dashboard. Sellers are solely responsible for: (a) fulfilling all orders in accordance with each Channel's seller obligations and the terms presented to customers at checkout; (b) timely processing and shipment within stated handling times; (c) communicating with customers regarding order status; and (d) compliance with all consumer protection laws applicable to the transaction.

6.2 Order Accuracy

SellingPilot endeavors to ensure accurate order data transmission but does not guarantee that all order data received from Channels will be error-free or complete. Sellers are responsible for verifying order accuracy before fulfillment. In the event of order data discrepancies, Sellers should verify directly with the applicable Channel and contact SellingPilot's support team.

6.3 Order Cancellations

Sellers are responsible for managing order cancellation requests in compliance with each Channel's cancellation policies and applicable consumer protection laws. SellingPilot is not liable for cancellation fees, penalties, or defect metrics imposed by Channels as a result of Seller cancellations.

6.4 Fraud and Chargeback Risk

Sellers assume all risk of fraudulent orders, chargebacks, and disputes arising from transactions conducted through connected Channels. SellingPilot provides no fraud screening service, and does not warranty or guarantee the legitimacy of orders received through Channel integrations. Sellers are encouraged to implement their own fraud screening measures and to comply with applicable Channel policies regarding chargeback management.

SECTION 7 — PRODUCT AND SALES ANALYTICS

7.1 Analytics Tools

The Platform provides product performance and sales analytics features ("Analytics Tools") to help Sellers make informed business decisions. Analytics data is derived from information transmitted by connected Channels and systems integrated with the Platform. Sellers acknowledge that: (a) analytics data may be subject to delays, limitations, or inaccuracies arising from Channel API restrictions; (b) SellingPilot does not guarantee the accuracy or completeness of analytics data; and (c) analytics outputs are provided for informational purposes only and do not constitute financial, legal, or business advice.

7.2 No Investment or Financial Advice

Nothing in the Analytics Tools or any other feature of the Platform constitutes investment advice, financial advice, tax advice, or any other form of professional advice. Sellers should not make financial, business, or strategic decisions based solely on Platform analytics outputs without independent verification and consultation with appropriate professional advisors.

7.3 Data Accuracy and Responsibility

Sellers are responsible for the accuracy of data inputted into the Platform, including cost of goods, target margins, and other variables used in analytics calculations. SellingPilot is not liable for inaccurate analytics results arising from Seller-provided data or data received from Channels. Sellers should independently validate analytics outputs before relying on them for business-critical decisions.

7.4 Aggregated Benchmarking

SellingPilot may use aggregated, anonymized, and de-identified data derived from Platform usage across all Sellers for the purpose of generating industry benchmarks and improving the Platform's features. Such data shall not be used in a manner that identifies any individual Seller or their customers.

SECTION 8 — INTELLECTUAL PROPERTY

8.1 Platform Intellectual Property

The Platform, including all software, features, interfaces, algorithms, trademarks, service marks, logos, documentation, and related materials, is the exclusive property of SellingPilot and its licensors. These Terms do not transfer any ownership interest in the Platform to you. You may not reproduce, modify, distribute, or create derivative works based on the Platform without SellingPilot's prior written consent.

8.2 Seller Content License

By uploading or submitting any content to the Platform (including product images, descriptions, logos, or data) ("Seller Content"), you grant SellingPilot a non-exclusive, worldwide, royalty-free license to use, reproduce, store, process, and display Seller Content solely for the purpose of providing and improving the Platform's services to you. You represent and warrant that you own or have all necessary rights to grant this license with respect to all Seller Content and third-party Channel content.

8.3 Feedback

If you provide SellingPilot with suggestions, feedback, or ideas regarding the Platform ("Feedback"), you grant SellingPilot an unrestricted, perpetual, irrevocable, royalty-free license to use, implement, and commercialize such Feedback for any purpose, without obligation or compensation to you.

8.4 DMCA and IP Infringement Claims

If you believe that content available through the Platform infringes your intellectual property rights, please submit a written notice to [email protected] including: (a) a description of the copyrighted work or IP claimed to be infringed; (b) a description and URL of the allegedly infringing content; (c) your contact information; and (d) a statement of good faith belief and accuracy under penalty of perjury. We will respond to valid notices in accordance with the Digital Millennium Copyright Act (DMCA) and applicable law.

SECTION 9 — PRIVACY AND DATA PROTECTION

9.1 Personal Data

SellingPilot collects and processes personal data from Sellers and their Team Members in accordance with its Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you acknowledge and consent to the data practices described in the Privacy Policy. You are responsible for ensuring that your Team Members are aware of and consent to the processing of their personal data in connection with Platform use.

9.2 Customer Personal Data

Where Sellers access customer personal data through the Platform (including data received from Channel integrations), Sellers act as independent data controllers with respect to their customers' data. Sellers are responsible for: (a) providing appropriate privacy notices to customers; (b) processing customer data only for lawful purposes and in compliance with applicable data protection laws (including GDPR, CCPA, and equivalent laws); (c) implementing appropriate security measures to protect customer data; and (d) responding to data subject rights requests from their customers.

9.3 Data Processing Addendum

To the extent SellingPilot processes personal data on behalf of a Seller as a data processor, the parties shall be subject to SellingPilot's Data Processing Addendum ("DPA"), which is incorporated by reference. Sellers may request the DPA at [email protected]. Where Seller is subject to GDPR or equivalent laws, execution of the DPA is a condition of continued access to the Platform.

9.4 Security Obligations

Sellers are responsible for implementing and maintaining reasonable security controls over their Platform accounts, including strong passwords, multi-factor authentication (where available), and access management. Sellers must promptly notify SellingPilot of any known or suspected unauthorized access to their account at [email protected].

SECTION 10 — FEES, BILLING, AND SUBSCRIPTION

10.1 Subscription Plans

Access to the Platform is subject to payment of applicable subscription fees based on the plan selected during account registration or as specified in an applicable Order Form or SaaS Subscription Agreement ("Plan Fees"). Current pricing and plan details are available at www.SellingPilot.com and are subject to change upon not less than thirty (30) days' prior notice.

10.2 Billing and Payment

Plan Fees are billed in advance on a monthly or annual basis, as selected. By providing payment information, you authorize SellingPilot to charge applicable fees to your designated payment method. All fees are non-refundable except as expressly provided in these Terms or as required by applicable law. You are responsible for all taxes, duties, and charges imposed by applicable authorities on Platform fees.

10.3 Free Trials

SellingPilot may offer free trial access to the Platform for a limited period. At the end of the trial period, your account will be automatically converted to a paid subscription at the applicable Plan Fees unless you cancel before the trial period expires. SellingPilot reserves the right to modify or discontinue free trial offers at any time.

10.4 Overages and Usage Limits

Your Plan may include usage limits (e.g., number of orders, SKUs, connected Channels, API calls, or data storage). If you exceed applicable limits, overage charges may apply at the rates specified in your Plan. SellingPilot will make reasonable efforts to notify you when you approach usage limits.

10.5 Suspension for Non-Payment

If any fees remain unpaid for fifteen (15) days after the payment due date, SellingPilot may, at its sole discretion, suspend your access to the Platform until all outstanding amounts are paid. Suspension does not relieve you of the obligation to pay all amounts due. Following suspension, SellingPilot may terminate your account if payment is not received within thirty (30) days.

SECTION 11 — ACCEPTABLE USE AND PROHIBITED CONDUCT

11.1 General Acceptable Use

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You must not use the Platform in any manner that: (a) violates any applicable local, state, national, or international law or regulation; (b) infringes the rights of any third party; (c) is fraudulent, deceptive, or misleading; or (d) interferes with or disrupts the integrity or performance of the Platform or its underlying infrastructure.

11.2 Prohibited Technical Conduct

You must not:

attempt to gain unauthorized access to any part of the Platform, its servers, or related systems;
use automated tools, bots, scrapers, or crawlers to extract data from the Platform without express written permission;
introduce malware, viruses, Trojan horses, or any other harmful code into the Platform;
circumvent, disable, or interfere with security features, access controls, or usage-tracking mechanisms of the Platform;
use the Platform in a manner that imposes an unreasonable or disproportionate load on Platform infrastructure;
reverse engineer, decompile, or attempt to extract the source code of the Platform.

11.3 Prohibited Business Conduct

You must not:

use the Platform to facilitate money laundering, fraud, or any other financial crime;
sell access to, sublicense, or resell the Platform to any third party without written authorization;
use the Platform in connection with multi-level marketing schemes, pyramid schemes, or other prohibited business models;
misrepresent your identity, business, or the nature of goods or services sold through the Platform.

SECTION 12 — THIRD-PARTY INTEGRATIONS AND SERVICES

12.1 Third-Party Services

The Platform may integrate with or provide access to third-party services, marketplaces, logistics providers, payment processors, and other platforms ("Third-Party Services"). SellingPilot is not responsible for and does not endorse any Third-Party Services. Your use of Third-Party Services is governed by the terms and conditions of the applicable third party, and you are solely responsible for compliance with those terms. Seller's indemnification obligations with respect to violations of Channel terms of service and the consequences of such violations for SellingPilot's platform relationships are set forth in Section 13.8.

12.2 Third-Party APIs

Platform functionality that relies on Third-Party APIs (including marketplace and channel APIs) may be subject to rate limits, downtime, policy changes, or discontinuation by the applicable third party. SellingPilot does not guarantee uninterrupted availability of any Third-Party API integration. SellingPilot shall not be liable for any loss or disruption arising from changes to or discontinuation of Third-Party APIs.

12.3 Payment Processing

The Platform does not directly process payments between Sellers and their customers. All customer payments are processed by the applicable Channel or payment processor in accordance with their own terms. SellingPilot has no access to and is not responsible for customer payment data processed by Channels or third-party payment processors.

SECTION 13 — DISCLAIMERS, LIMITATION OF LIABILITY, AND INDEMNIFICATION

13.1 Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLINGPILOT DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND CONTINUOUS AVAILABILITY. SELLINGPILOT DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT CHANNEL INTEGRATIONS WILL FUNCTION WITHOUT LIMITATION.

13.2 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SELLINGPILOT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, SALES, CUSTOMERS, OR GOODWILL) ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Aggregate Liability Cap

SELLINGPILOT'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO SELLINGPILOT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (USD $100).

The aggregate liability cap in this section 13.3 does not apply to Seller's indemnification obligations under sections 13.6, 13.7, 13.8, and 13.9, which are uncapped. Seller's liability under those sections is not limited by the amounts set forth above.

13.4 Exceptions to Limitation of Liability

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited by applicable law.

13.5 SellingPilot's Limited Indemnification Obligations

SellingPilot shall defend Seller against any third-party claim alleging that the Platform itself (excluding any Seller Content, third-party Channel integrations, or any functionality operating under Seller's direction or configuration) directly infringes such third party's registered copyright, registered trademark, or issued patent under the laws of the United States ("Platform IP Claim"), and shall indemnify Seller for damages and reasonable attorneys' fees finally awarded by a court of competent jurisdiction or agreed to in a settlement approved in writing by SellingPilot, subject to all of the following conditions being met:

Seller provides SellingPilot with prompt written notice of the Platform IP Claim, in any event no later than thirty (30) days after Seller first receives notice of the claim;
Seller grants SellingPilot sole and exclusive control over the defense and settlement of the claim, including the right to select counsel;
Seller makes no admission of liability, settlement offer, or public statement regarding the claim without SellingPilot's prior written consent;
Seller provides all reasonable cooperation, information, and assistance requested by SellingPilot at SellingPilot's expense; and
Seller has not modified the Platform, combined it with third-party products or services in a manner not authorized by SellingPilot, or used the Platform in violation of these Terms or applicable law.

SellingPilot shall have no indemnification obligation under this Section 13.5 with respect to any claim arising from or related to: (i) Seller Content or any content, data, or materials supplied by Seller or any third party; (ii) SellingPilot's compliance with Seller's instructions, specifications, or configurations; (iii) any modification of the Platform made by or on behalf of Seller; (iv) Seller's use of the Platform in combination with products, services, or systems not provided by SellingPilot; (v) Seller's products, goods, or services offered for sale through the Platform; (vi) any third-party Channel, marketplace, or integrated service; or (vii) any claim that would be covered by Seller's indemnification obligations under Sections 13.6, 13.7, or 13.8.

The indemnification set forth in this Section 13.5 represents SellingPilot's sole and exclusive obligation, and Seller's sole and exclusive remedy, with respect to any Platform IP Claim.

13.6 Seller Indemnification — General

Seller shall indemnify, defend, and hold harmless SellingPilot and its parent companies, affiliates, subsidiaries, officers, directors, employees, agents, successors, and assigns (collectively, "SellingPilot Indemnitees") from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) ("Losses") brought by any third party arising from or related to:

Seller's use of or access to the Platform, including use by any Team Member or other person accessing the Platform through Seller's account;
Seller Content, including any claim that Seller Content infringes, misappropriates, or violates any third party's intellectual property rights, privacy rights, publicity rights, or other proprietary rights;
Seller's violation of these Terms, any incorporated policy, or any representation or warranty made under these Terms;
Seller's violation of any applicable law, regulation, or governmental order;
Seller's products, goods, or services, including claims relating to product defects, product safety, mislabeling, false advertising, breach of warranty, or failure to comply with applicable consumer protection or product liability laws;
Seller's business practices, sales conduct, customer interactions, or communications; or
any act or omission of Seller's Team Members, contractors, agents, or representatives in connection with use of the Platform.

Seller's obligations under this Section 13.6 apply regardless of whether SellingPilot's own negligence contributed to the claim, except to the extent a final court judgment specifically establishes that the Losses resulted solely from SellingPilot's gross negligence or willful misconduct.

13.7 Seller Indemnification — Third-Party Intellectual Property Infringement

any product listed, offered for sale, or sold by Seller through the Platform infringes, dilutes, counterfeits, or otherwise violates such third party's trademark, trade dress, patent, copyright, trade secret, or other intellectual property right, whether registered or unregistered, in any jurisdiction;
any Seller Content (including product images, descriptions, brand names, logos, or marketing materials) uploaded to or transmitted through the Platform infringes any third-party intellectual property right;
Seller has listed, distributed, or sold counterfeit goods, unauthorized replicas, or products bearing unauthorized reproductions of third-party brands or marks, whether or not SellingPilot had prior notice of such infringement;
Seller's use of third-party brand names, keywords, or identifiers in product titles, descriptions, or metadata constitutes trademark infringement, false designation of origin, or unfair competition; or
SellingPilot is named as a defendant, co-defendant, or contributory infringer in any action, proceeding, or claim arising from Seller's IP-infringing conduct on or through the Platform.

Seller's indemnification obligation under this Section 13.7 applies regardless of: (i) whether SellingPilot was aware of the infringing nature of Seller's content or products prior to the claim; (ii) whether SellingPilot transmitted, displayed, or processed the infringing content in the ordinary course of providing Platform services; or (iii) whether SellingPilot received any takedown notice, cease-and-desist letter, or other IP complaint relating to Seller's content prior to the claim.

13.8 Seller Indemnification — Product Liability

Without limiting Section 13.6, Seller shall specifically indemnify, defend, and hold harmless the SellingPilot Indemnitees from and against all Losses arising from or related to any claim by a third party (including customers, end users, regulatory authorities, or other Sellers) arising from or related to:

any product defect, design defect, manufacturing defect, or failure to warn relating to a product listed, offered for sale, or sold by Seller through the Platform, whether the claim is based in strict liability, negligence, breach of warranty, or any other theory;
Seller's failure to comply with any applicable product safety law, regulation, or standard, including requirements of the Consumer Product Safety Act (CPSA), Federal Hazardous Substances Act, ASTM standards, FCC regulations, FDA regulations, or equivalent laws in any applicable jurisdiction;
any product recall, safety advisory, or regulatory enforcement action relating to Seller's products, whether initiated voluntarily by Seller or mandated by a regulatory authority;
Seller's mislabeling of products, including inaccurate ingredient lists, safety warnings, country-of-origin markings, certification claims (e.g., UL, CE, RoHS), or required regulatory disclosures;
Seller's false or misleading representations regarding product characteristics, performance, certifications, or compliance with applicable standards; or
any claim that SellingPilot is liable as a "seller," "distributor," "marketplace," or "online platform" under any applicable product liability law or regulation by reason of having facilitated the listing, sale, or distribution of Seller's products.

Seller acknowledges and agrees that SellingPilot's role is limited to providing a platform for listing management and order aggregation, and that SellingPilot does not manufacture, inspect, store, handle, ship, or take title to Seller's products. Seller represents and warrants that all products listed through the Platform comply with all applicable safety, labeling, and regulatory requirements in every jurisdiction where they are offered for sale.

13.9 Seller Indemnification — Channel Terms of Use Violations

Without limiting Section 13.6, Seller shall specifically indemnify, defend, and hold harmless the SellingPilot Indemnitees from and against all Losses arising from or related to:

any violation by Seller of the terms of service, seller policies, listing guidelines, communication policies, or any other agreement between Seller and any third-party Channel, marketplace, or platform integrated with the Platform (including but not limited to Amazon Seller Central, eBay Seller Hub, Walmart Marketplace, Shopify, Etsy, TikTok Shop, and any other connected channel) ("Channel ToS Violation");
any suspension, termination, restriction, or enforcement action taken against Seller's account on any Channel as a result of Seller's conduct, whether or not such action also disrupts or affects SellingPilot's API access or integration with that Channel;
any claim, demand, or action brought by a Channel operator against SellingPilot arising from or related to Seller's use of SellingPilot's integration tools in violation of that Channel's terms of service, API use policies, data use restrictions, or seller agreements;
any fine, penalty, fee, or charge imposed on SellingPilot by a Channel operator as a result of Seller's conduct or policy violations on that Channel;
Seller's circumvention or attempted circumvention of any Channel's seller verification, anti-abuse, or fraud detection systems, whether directly or through SellingPilot's integration tools; or
any act or omission by Seller that causes SellingPilot to be placed on a Channel's restricted developer list, have its API credentials revoked or throttled, or otherwise suffer impairment of its integration capabilities with any Channel.

Seller expressly acknowledges that: (i) SellingPilot's ability to provide the Platform's multi-channel integration services depends on maintaining API access and good standing with Channel operators; (ii) Seller's violations of Channel policies can directly harm SellingPilot's relationships with those Channels and its ability to serve all Sellers on the Platform; and (iii) the Losses recoverable under this Section 13.9 include SellingPilot's costs of remediation, legal fees incurred in responding to Channel enforcement actions, and any revenue losses attributable to impairment of Channel integrations caused by Seller's conduct.

13.10 Indemnification Procedure

The following procedure applies to all indemnification obligations under Sections 13.5 through 13.9:

(a) Notice

The party seeking indemnification ("Indemnified Party") shall provide the indemnifying party ("Indemnifying Party") with prompt written notice of any claim for which indemnification is sought. Failure to provide timely notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is materially prejudiced by the delay.

(b) Control of Defense

The Indemnifying Party shall have the right to assume sole control of the defense and settlement of the claim using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right to participate in the defense at its own expense using counsel of its own choosing.

(c) Cooperation

The Indemnified Party shall provide all reasonable cooperation, information, and assistance requested by the Indemnifying Party in connection with the defense, at the Indemnifying Party's expense.

(d) Settlement

The Indemnifying Party shall not settle any claim in a manner that: (i) imposes any financial liability or obligation on the Indemnified Party without its prior written consent; (ii) requires the Indemnified Party to admit liability; or (iii) restricts the Indemnified Party's future business activities, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld.

(e) SellingPilot's Right to Assume Defense

Notwithstanding the foregoing, SellingPilot reserves the right, in its sole discretion, after provision of notice, to assume control of the defense of any claim for which Seller is the Indemnifying Party, at Seller's cost and expense, if SellingPilot reasonably determines that: (i) Seller is not diligently pursuing the defense; (ii) the claim poses a material risk to SellingPilot's business, reputation, or Channel relationships; or (iii) a conflict of interest exists between Seller's and SellingPilot's interests in the defense of the claim.

Sections 13.5-13.10 shall survive the termination or expiration of these Terms with respect to any claims arising from Seller's conduct during the term.

SECTION 14 — TERM AND TERMINATION

14.1 Term

These Terms are effective as of the date you first access the Platform and continue until terminated by either party in accordance with this Section.

14.2 Termination by Seller

You may terminate your account at any time by: (a) accessing the account settings within the Platform; or (b) providing written notice to [email protected]. Termination is effective at the end of the current billing period, and no refunds will be provided for unused portions of prepaid Plan Fees, except as required by applicable law.

14.3 Termination or Suspension by SellingPilot

SellingPilot may immediately suspend or terminate your access to the Platform, without liability, if: (a) you materially breach these Terms and fail to cure such breach within ten (10) days of written notice; (b) SellingPilot has reasonable grounds to believe that your account or activities pose a risk of harm to SellingPilot, other users, or third parties; (c) you engage in fraudulent or illegal conduct; (d) you fail to pay fees when due; or (e) as required by applicable law or Channel partner requirements.

14.4 Effect of Termination

Upon termination: (a) all licenses granted to you under these Terms shall immediately cease; (b) you must cease all use of the Platform; (c) SellingPilot will make your data available for export for thirty (30) days post-termination upon written request, after which it may be deleted; and (d) all outstanding payment obligations survive termination.

SECTION 15 — MODIFICATIONS TO TERMS

SellingPilot reserves the right to modify these Terms at any time. We will provide notice of material changes by: (a) posting the updated Terms on the Platform with a revised "Effective Date"; (b) sending email notification to your registered account email address; or (c) displaying a prominent in-Platform notification. Continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must cease use of the Platform and may terminate your account in accordance with Section 14.2.

SECTION 16 — GOVERNING LAW AND DISPUTE RESOLUTION

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. To the extent applicable, mandatory consumer protection laws of your jurisdiction of residence shall not be excluded by this choice of law.

16.2 Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact us at [email protected] and attempt in good faith to resolve the dispute informally for a period of thirty (30) days. SellingPilot will make reasonable efforts to resolve disputes informally and in a timely manner.

16.3 Binding Arbitration

For disputes not resolved informally, you and SellingPilot agree to resolve any disputes through binding arbitration administered by JAMS under its applicable rules, rather than in court, except as set forth below. The arbitration shall be conducted in Los Angeles County, California or remotely as agreed by the parties. Each party shall bear its own costs of arbitration, subject to the arbitrator's discretion to award costs in connection with frivolous claims.

16.4 Class Action Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

16.5 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction in Los Angeles County, California to prevent irreparable harm pending arbitration. Claims for intellectual property infringement and actions to enforce arbitration awards are also excluded from the arbitration requirement.

SECTION 17 — GENERAL PROVISIONS

17.1 Entire Agreement

These Terms, together with all incorporated policies and any applicable Order Form or SaaS Subscription Agreement, constitute the entire agreement between you and SellingPilot with respect to the Platform and supersede all prior communications, representations, and agreements.

17.2 Severability

If any provision of these Terms is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

17.3 Waiver

SellingPilot's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. No waiver is effective unless in writing signed by an authorized representative of SellingPilot.

17.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without the prior written consent of SellingPilot. SellingPilot may assign these Terms without your consent in connection with a merger, acquisition, or sale of substantially all of its assets.

17.5 Force Majeure

SellingPilot is not liable for any delay or failure in performance of the Platform resulting from causes beyond SellingPilot's reasonable control, including natural disasters, pandemic, acts of government, cybersecurity incidents affecting third-party infrastructure, or internet service disruptions.

17.6 Notices

Notices from SellingPilot to Sellers will be delivered to the email address associated with your account. Notices from Sellers to SellingPilot should be directed to [email protected] or mailed to: SellingPilot, 21688 Gateway Center Drive, Suite 300, Diamond Bar, CA 91765. Notices are effective upon delivery.

17.7 Language

These Terms are provided in English. To the extent any translation is provided, the English version shall control in all respects.

17.8 Contact Information

Contact Type	Contact Details
General Support	[email protected]
Legal / Compliance	[email protected]
Privacy / Data	[email protected]
Security	[email protected]
DMCA / IP Claims	[email protected]
Registered Address	21688 Gateway Center Drive, Suite 300, Diamond Bar, CA 91765

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