May 2025

This SaaS License Agreement (“Agreement“) sets out the legal agreement between you, or the entity you represent, and its directors, employees, contractors, agents and assigns, (the “Client” or “you“, “your“) and xSellco Limited, an Irish incorporated entity with its registered offices as Two Haddington Buildings, Haddington Road, Dublin 4, D04 HE94, Ireland (the “Company” or “we“, “our“, “us“) for the use of the Company’s Service (as defined below).

By clicking to accept the terms of this Agreement you acknowledge that you have read, understand, and agree to be bound by the terms and conditions of this Agreement and the Privacy Notice (including the terms of the Data Processing Addendum where applicable) which will govern your use of the Service (and any of employees, agents or subcontractors who you permit to access the Service).

If you do not agree with any of the terms or conditions of this Agreement, you are not authorised to use the Service for any purpose whatsoever and must discontinue any and all use.

1. Definitions

“Account Data” means data about the Client and its employees, contractors and agents relating to the relationship between the Company and the Client including contact information, payment information, Service support information, Client Feedback and Client Usage Data.

“Ancillary Services” means any services other than the Service and the Support Services that the Company agrees in writing to provide to the Client.

“Client Data” means the data inputted into the Service for the purposes of use of the Service by the Client including all data relating to Client’s Customers whether inputted directly by the Client or sourced from Client’s third-party marketplaces and accounts linked to the Service e.g. Amazon Marketplace, Client Web Service, email account etc.

“Confidential Information” means this Agreement and any and all information (whether oral, electronic or written) obtained by one party from the other pursuant to this Agreement which is expressly marked as confidential or which is manifestly confidential or designated by the disclosing party as confidential or which is confirmed in writing to be confidential within seven days of its disclosure and either party’s trade secrets, confidential business information, technical information or know-how, whether or not expressly marked or designated or manifestly confidential or confirmed in writing to be confidential within seven days of its disclosure.

“Company Websites” means the primary websites operated by the Company being any of the Company’s websites or associated subdomains (e.g. *.eDesk.com, *.xSellco.com, *.repricer.com, *.repricerexpress.com, *. Feedbackexpress.com) and any other website that the Company may designate as a Company Website for the purposes of this Agreement.

“Customer” means a customer of the Client.

“Fees” means the prevailing rate for the use of the Service as at the time of your first registration to use the Service as described in Clause 6 of this Agreement.

“Intellectual Property or IP Rights” means patents, trademarks, service marks, design rights and database rights (whether capable of registration or otherwise), applications for any of the foregoing, copyright (including copyright in source code, object code, procedures manuals and related documentation), know-how, trade or business names, domain names and other similar rights or obligations which ought reasonably to be regarded as intellectual property rights, whether capable of registration or not in any country (including but not limited to Ireland).

“Payment Method” means a valid credit card, debit card or any other recurring payment method accepted by the Company.

“Personal Data” means information that relates to an identified or identifiable living individual as defined in the EU General Data Protection Regulation (GDPR) (as amended and updated from time to time).

“Service” means the software services provided by the Company on a subscription basis including but not limited to eDesk, Repricer, RepricerExpress, Feedback, FeedbackExpress and ReplyManager, and any other form of software services that are listed on, and accessible via, the Company Websites (each a “Product”). Service also includes any other service Company agrees to perform for the Client, and which Client agrees or is deemed to accept, under this Agreement including but not limited to Support Services and / or Ancillary Services.

“Support Hours” means the times that the Support Services are provided as are outlined on the Company Websites. The Company reserves the right to amend these hours at any time and will provide Client with as much notice of the amendment as is reasonably possible (with client acknowledging that this may be without notice if a critical support issue occurs). It is the responsibility of the Client to ensure that it is aware of the hours of operation for the Support Services.

“Support Services” the support and maintenance of the Service provided by Company the details of which are outlined on the Company Websites.

“Term” the period of the Agreement as provided for in clause 3 (“Term”).

2. Licence

In consideration of the continued payment of the Fees by the Client, Company hereby grants to Client a limited, non-exclusive, non-transferrable and royalty-free licence to use of the Service pursuant to this Agreement, for the agreed Term.

3. Term

This Agreement is effective from the date of the Client’s acceptance of this Agreement and shall remain in full force and effect indefinitely, including any periods of inactivity due to non-payment, unless and until either party terminates the Agreement or it is deemed to terminate in accordance with its terms (the “Term”).

Client can terminate this Agreement at any time subject to providing the Company with a minimum of fourteen (14) days’ written notice. If written notice to terminate is provided fourteen (14) days in advance of the next billing date, Client’s account will be cancelled at the end of the then relevant period and Client will not be charged Fees again. If notice is provided within 14 days of the next billing date, Client will be billed at the next billing date and the Client’s Service will continue until the end of the following billing period. Client will not receive a refund for any Fees already paid to Company. Written notice can be provided within the Product or via email to support@edesk.com, support@repricer.com or support@xsellco.com.

The Company can, in its sole and absolute discretion, terminate this Agreement at any time by way of written notice to the Client. If the Client has made any Advance Payments the Company shall refund the client a pro rate amount of such Advanced Fees that relate to the unused portion of the period that the Advance Payments relate to.

4. Description of the Service

The functionality of the Service varies depending on the Product and the subscription level you have chosen for each Product. Please refer to the Company’s Websites for information on the features of your chosen Product. In the event of any significant changes to the functionality of your service or change to the terms and conditions of this Agreement, you will be informed via email or through an in-Product alert to the changes in the specification or the revised terms and conditions. Client’s continued use of the Service shall, in itself, constitute acceptance of any change and it is the responsibility of the Client to ensure that the Service at all times meets the Clients’ requirements.

5. Free Trial Period

Upon confirmation of your registration with the Service, you may be provided with a free trial period to use the Service on a non-exclusive, non-transferable and royalty-free basis (“Free Trial Period”). In any Free Trial Period the Service is provided by the Company on an “as is” basis without warranty of any kind and the other obligations of the Company in relation to the Service are not applicable in this period. In any Free Trial Period the obligations of the Client in relation to the Service are as set out in this Agreement with the exception of the payment of Fees during this period. The Free Trial Period may be extended by Company in its sole and absolute discretion.

In the event that you wish to continue to use the Service after the expiration of the Free Trial Period, you must (prior to the end of the Free Trial Period); (a) have correctly completed all the information relating to payment of the Fees in the payment section of the Service; (b) have provided valid Payment Method details for payment of the Fees; (c) have chosen a subscription to sign up to for use of the Service; and (d) paid the correct amount owed for activating your subscription to the Service. If you comply with conditions (a) to (d) above the Free Trial Period shall be over, you shall be deemed to be a full user of the Services and shall be deemed to have accepted and be bound by the terms of this Agreement in relation to your ongoing use of the Service.

6. Fees & Invoicing

The Service is billed in advance every thirty (30) days unless otherwise specified in the Product description on the Company Websites. The Client retains the option to pay annually in advance, or any other advance payment period as offered by the Company from time to time (“Advance Payments“). Where Client selects Advance Payments, Client will continue to be billed on such payment cycles unless amended in the payment section of the Service.

Company will automatically charge your nominated Payment Method and you hereby authorize Company to deduct such payments in advance at the prevailing rate of the Service at the time of registration (“Fees“). Company reserves the right to amend its pricing structure at any time, however, any change to the amount to be charged to your card on a recurring basis excluding Discounts will be communicated to you as soon as reasonably practical in advance. From time to time, Company may offer certain discounts, promotional codes or other offers (“Discounts“). All such Discounts are provided at the sole and absolute discretion of Company and such Discounts may be amended, supplemented or cancelled at any time and without notice to Client, even where such amendments would change the recurring fee charged to Client’s credit card.

Where you upgrade your Service subscription, or you exceed service usage limits in a particular period, an additional fee will be charged on a pro-rate basis for the additional services, and thereafter you will be charged the full-service fee on a recurring basis. IF YOU DOWNGRADE OR CANCEL YOUR SERVICE, NO REFUNDS ARE ISSUED INCLUDING ANY ADVANCE PAYMENTS.

All our prices are quoted excluding taxes (e.g. VAT, GST or similar sales taxes). The Client agrees to pay applicable taxes that the Company is legally required to collect. It is your responsibility to ensure the accuracy of any tax information provided to us.

It is Client’s responsibility to ensure that the registered Payment Method has sufficient funds to allow the Fees charge to be processed and it is the responsibility of Client to ensure valid and up to date Payment Method details are provided at all times. Failure to do so may result in a missed payment and any failure to pay the Fees may result in Company suspending Client’s access to the Service. As soon as a payment is missed or there is an amount overdue on Client’s account, Company shall be entitled to suspend or cancel Client access to the Service at any time and without notice.

7. Data and Privacy

Account Data

Where Account Data comprises personal data, Company collects that data as controller and our Privacy Notice explains in detail the personal data we collect, how we use that personal data, with whom we share personal data, how we maintain security of personal data and your rights in relation to the personal data we hold about you.

Company collects data about how the Client, and on an anonymised basis Client’s Customers, use the Service including activity logs for the purposes of provision of Service support and for Service optimization, performance and improvement (“Client Usage Data”). Client agrees to grant Company a non-exclusive, transferable, royalty-free, worldwide and fully paid-up license to use the Client Usage Data for the purposes of analysis and development, including IP development (“Company Development“). Any such Company Development shall be fully owned by Company and Client hereby agrees that it shall have no rights or claims whatsoever over Company Development and waives any and all rights and claims, including any moral rights, over the Company Development whether now known or hereafter devised.

Should Client provide any feedback, advice, comment, instruction or any other verbal or written communication directly or indirectly to Company about the Service (including but not limited to any use of the Service during a Free Trial Period (“Client Feedback“), Client hereby grants to Company a non-exclusive, transferable, royalty-free, worldwide and fully paid-up license in and to the Client Feedback.

Client Data

Client shall own all rights, title and interest in and to all of the Client Data.

Client hereby grants to Company a non-exclusive, royalty-free license, to access, use, copy, and disclose Client Data as necessary to provide the Service and Support Services and / or Ancillary Services, or otherwise at Client’s direction. Client represents and warrants that it has the valid and enforceable right to provide to Company all Client Data and materials furnished hereunder for use in accordance with this Agreement.

Client represents, warrants and covenants that the Client Data, at all times during the Term: (a) is provided to Company in accordance with all applicable laws, (b) does not infringe any intellectual property rights and (c) does not contain any viruses, Trojan horses, spyware, malware, worms, time bombs, or other harmful content intended to damage, detrimentally interfere with, intercept, or expropriate any system, or data. Client shall have sole legal responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.

In the event of any loss or damage to Client Data within the Service, the Client’s sole and exclusive remedy shall be for Company to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest backup of such Client Data maintained by Company. Company shall not be responsible for any direct or indirect loss, destruction, alteration or disclosure of Client Data caused by any third party.

Data Processing

If Account Data or Client Data contains or comprises Personal Data, Company and Client shall comply with their respective obligations set forth in the EU General Data Protection Regulation (GDPR) (as amended and updated from time to time), in connection with Company’s provision and Clients’ use of the Services. All processing of Personal Data by the Company as a data controller is in accordance with our Privacy Notice which explains in detail the personal data we collect, how we use that personal data, with whom we share personal data, how we maintain security of personal data and your rights in relation to the personal data we hold about you. If in providing the Service Company processes personal data comprised in Client Data, the parties agree and acknowledge that Client is the controller and Company is a processor of such personal data and that the provisions of the Data Protection Addendum (appended to the Privacy Policy) apply to all such processing.

Use of the Service is at all times subject to the terms of the Privacy Notice. Company reserves the right to modify the Privacy Notice and its security policies in its reasonable discretion from time to time, subject to any applicable laws.

8. Ownership of Materials and Content

Client acknowledges and agrees that Company and/or its licensors own all Intellectual Property Rights in the Service or which may arise out of the performance of the Service (including any materials). Except as expressly stated otherwise, this Agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Service or any related documentation. The Client further acknowledges that all rights, title and interest to the Service are owned by Company and that the Client’s rights to use the Service are limited to those expressly set out in this Agreement.

The Client authorizes Company to access, store, update, modify and otherwise deal with (as appropriate) any Client Data to enable it to properly perform any Service pursuant to this Agreement.

Client agrees that Company may publicly use Client’s business or trading name and logo to identify you as our customer and that Company is providing a service to Client in promotional materials including but not limited to case studies, event materials, presentations, website, videos, tweets and any other media. You hereby grant to us a license to use the information as authorised by these terms, which you can revoke upon written notice to us. Upon any such revocation, we will cease use of your company’s name, logo and images with the understanding that such may continue to exist on third-party websites that we do not control. We will not be responsible for versions that were printed prior to receiving notice revoking any such consent. Your company is solely responsible for the defense and maintenance of its intellectual property.

Except as otherwise expressly provided herein, nothing in this Agreement grants to any party, any right and title or licence to the other party’s Intellectual Property rights.

Upon termination of this Agreement, all rights granted under this Agreement, unless otherwise stated, shall automatically terminate and each party agrees to immediately cease using or displaying the Intellectual Property Rights of the other party.

Certain features of the Services incorporate generative artificial intelligence (“AI”) tools (“AI Features”). These AI Features generate outputs (“AI Outputs”) based on a combination of inputs provided by you (“Client Inputs”), your Customers, and other data sources accessible to the Company.

You acknowledge that AI Features operate on machine learning models that use probabilistic methods to generate predictions and responses. As such, AI Outputs are generated automatically and are not reviewed by a human prior to delivery. While the Company makes reasonable efforts to ensure the reliability and accuracy of the AI Features, AI Outputs may not always be accurate, complete, or suitable for your specific use case.

You agree that you are legally responsible for ensuring that all of the Client Inputs comply with relevant laws and do not infringe the legal rights of any third party. You are responsible for the completeness and accuracy of the Client Inputs. You and your end users are responsible for all decisions made, advice given, actions taken, and failures to take action based on your use of AI Features and / or AI Output.

You agree that the Company may use and store AI Outputs that is generated by each of the foregoing AI Services to maintain and provide the Service (including development and improvement of such AI Features) and to develop and improve the Company’s machine-learning and artificial-intelligence technologies.

9. Company’s Obligations

Company will provide such instruction to enable Client to make use of the Service as Company reasonably considers appropriate. There is no obligation on Company to provide direct setup and any direct setup by Company will be done in its absolute discretion.

10. Client’s Obligations

Client shall be solely responsible for the configuration of the Service correctly according to guidelines supplied by Company. Client shall also fully comply with all relevant terms and conditions on the third party marketplaces or accounts that Client links or associates with their Company account or Service.

Client will fully comply with all applicable laws and regulations when performing its obligations under this Agreement and obtain all third party consents, licences and rights reasonably required in order to allow Company to perform the Services.

Where the Client’s own employees undertake work which impacts upon the performance of the Service, then the Client undertakes to use sufficiently qualified and competent employees to ensure that the Services are not adversely affected or delayed.

Should the Client fail to perform any of its obligations under this Agreement then Company will not be responsible for any delay, cost increase or other consequences arising from such failure, and the Client shall reimburse Company for any costs or expenses incurred by Company due to such failure. Company shall not be responsible for any matter arising from a lack of appropriate IT knowledge or experience on the part of any of the Client’s employees.

While Company will demonstrate the tools available to configure VAT and other sales taxes in the software, the client is solely responsible for VAT and other sales tax compliance in the various jurisdictions where the client trades and dispatches its products or services.

If Client does not subscribe to the Service following expiry of the Free Trial Period or if Client’s subscription is terminated for any reason, it is Client’s responsibility to disconnect any marketplace or third party accounts from the Service.

11. Support Services

Support Services are included in the Service; however, the level of the service shall be dictated by the Service chosen by Client. The details are outlined on the Company Websites.

Whilst Company will use reasonable endeavours to resolve any problems raised by Client as part of the Support Services, Company does not guarantee that it will successfully resolve such problems (in whole or in part) and disclaims any liability (of whatsoever nature) in respect of any failure to resolve a support issue that arises.

The Client will (a) ensure that all reasonable steps are taken to ensure that the Service is operated in a proper manner by the Client’s employees; (b) co-operate with Company in performing the Support Services and provide any assistance or information as may reasonably be required by Company, including in relation to the diagnosis of any faults; (c) report faults promptly to Company; and (d) communicate with Company in a reasonable and professional manner and refrain from sending or make vulgar, abusive or harassing statements or comments to any Company employee or representative.

Telephone Support Services may be monitored and or recorded and such recording may be used by Company for training, quality and monitoring services.

12. Intellectual Property Rights

Client acknowledges that all IP Rights in the Service provided by Company throughout the world belong to Company, that rights in the Service are licensed and not sold to you, and that you have no rights in or to the Service other than the right to access and/or use it in accordance with the terms of this Agreement.

Client acknowledges that it has no right to have access to the Service in source code form or in unlocked coding. The integrity of the Service is protected by technical protection measures (“TPM“) so that the IP Rights, including copyright, in the Service are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.

Content accessed or available through the Service may be owned by third-parties other than the Company or Client (collectively, “Third Party Content”) and may be protected by applicable Intellectual Property Rights. During use of the Service, Client may enter into correspondence with, purchase goods, hardware or services from, or participate in promotions of advertisers or sponsors showing their goods or services through the Service. Any such activities, and any terms, conditions, warranties or representations associated with such activities are solely between the applicable third party and Client. The Company and its licensors shall have no liability, obligation or responsibility to Client for any such correspondence, purchases or promotions. Client acknowledges and agrees that Client shall be solely responsible for obtaining necessary licenses, consent and permits from third-party providers with respect to any Third-Party Content or ancillary software, hardware, or services that Client may use in connection with its use of the Service.

13. Indemnity

The Client shall defend, indemnify and hold harmless Company against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the usage of the Service.

Except as expressly set out in this Agreement or as permitted by any local law, you undertake: (a) not to copy the Service; (b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Service or any part thereof; (c) not to make alterations to, or modifications of, the whole or any part of the Service or any part of it to be combined with, or become incorporated in, any other programs; (d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Service nor attempt to do any such things except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Service with another software program, and provided that the information obtained by you during such activities: (i) is used only for the purpose of achieving inter-operability of the Service with another software program; (ii) is not disclosed or communicated without Company’s prior written consent to any third party to whom it is not necessary to disclose or communicate it; and (iii) is not used to create any software which is substantially similar to the Service; (e) to supervise and control use of the Products provided by the Service and ensure that the Service is used by your employees and representatives in accordance with the terms of this Agreement; (f) to use the most current version of the Service, including upgrading to any updated or upgraded version or new release provided by Company under the terms of this Agreement immediately on receipt of such version or release; (g) not to provide, or otherwise make available, the Service offered by the Products in any form, in whole or in part to any person other than your employees without prior written consent from Company; (h) not to access all or any part of the Service in order to build a product or service which competes with the Service; (i) not to attempt to obtain, or assist third parties in obtaining, access to the Service other than as set out in this Agreement; (j) not post, upload, reproduce, distribute or otherwise transmit on the Service (i) illegal pyramid schemes, (ii) any material that contains a virus, cancelbot, Trojan horse, worm or other harmful, disruptive or surreptitious component, (iii) defamatory, infringing, obscene or unlawful software, materials or information, or (iv) obscene software, materials or information without suitable or lawfully-required access controls; (k) disable or circumvent any access control or related process or procedure established with respect to the Service; (l) remove any copyright or other proprietary or Intellectual Property Rights notices or labels on or in the Service or any part, copy or report generated therefrom or thereof; and (m) use the Service to scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems .

Client shall not access, store, distribute, transmit or send any material, including spam emails, which may prevent, impair or otherwise adversely affect the operation of any software, hardware, equipment, network or telecommunications service, or any material during the course of your use of the Service which: (a) is unlawful, harmful, threatening, defamatory, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (f) causes damage or injury to any person or property, and Company reserves the right, without liability to you, to disable your access to any material that breaches this condition.

14. Limitation on Liability

Licensee uses this software and the Service at their own risk. To the fullest extent permitted by law, Company shall not be liable for any direct, indirect, consequential, incidental or special damage or loss of any kind including but not limited to, loss of profits, loss of business, loss of or corruption of data however caused.

Nothing in this Licence shall exclude or in any way limit either party’s liability for death and personal injury resulting from negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law.

Subject to the conditions contained herein, Company shall not be liable under or in connection with this Agreement for: (a) loss of income; (b) loss of business profits or contracts; (c) business interruption; (d) loss of the use of money or anticipated savings; (e) loss of information; (f) loss of opportunity, goodwill or reputation; (g) loss of, damage to or corruption of data; (h) loss arising from your use of the AI Features, the Client Inputs and your use of the AI Outputs; or (i) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

Company’s maximum aggregate liability under or in connection with this Agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise (including any liability for the acts or omissions of its employees or agents), shall be limited to a sum equal to the lower of total Fees paid to Company since Client’s first registering for the Service or in the twelve (12) month period immediately preceding the date the cause of action arose.

Company warrants to Client that the Service will perform materially in accordance with the documentation therefor under normal use and circumstances. If there is a breach of this warranty by Company it shall use reasonable endeavours to repair or replace the impacted Services within a reasonable time. To the maximum extent permitted by law, this paragraph of Clause 14 sets out the Client’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of the aforementioned warranty. The Client acknowledges that this warranty does not apply to any use of the Service in any Free Trial Period or to Support Services provided in connection with the same.

The warranty in the above paragraph shall not apply to the extent that any error in the Service arises as a result of: (i) incorrect operation or use of the Service by the Client (or any authorised user of the Client); (ii) use of any of the Service other than for the purposes for which it is intended; (iii) use of the Service with other software or services or on equipment with which it is incompatible; (iv) any act by any third party (including hacking or the introduction of any virus or malicious code); (v) any modification of the Service (other than that undertaken by Company or at its direction); (vi) any breach of the Agreement by the Client (or by any authorised user).

Company does not warrant that the Service offered herein will not infringe third party intellectual property rights (whether such rights subsist in Ireland or otherwise).

This Agreement sets out the full extent of Company’s obligations and liabilities in respect of the supply of the Service. other than as specifically set out in this Agreement, the Service is provided on an “as-is” and “as-available” basis and the Company does not guarantee that the Service will function error-free or uninterrupted. Client acknowledges that the Company does not control the transfer of data over communications facilities, including the internet, and that the Service provided under this Agreement may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. The Company is not responsible for any delays, delivery failures, or other damage resulting from such problems. there are no representations, conditions or warranties other than those expressly provided in this Agreement. the conditions, representations and warranties expressly set out herein are in lieu of, and epic expressly disclaims, all conditions, warranties and representations, express, implied or statutory, including implied conditions, warranties or representations in respect of quality, conduct, performance, reliability, availability, merchantability or fitness for a particular purpose, whether arising by usage of trade, by course of dealing, by course of performance, at law, in equity, by statute or otherwise howsoever, to the maximum extent permitted by applicable law.

Client acknowledges that Client alone is responsible for the information and data Client holds, as well as that arising from the use of the Service and Client assumes sole responsibility for the security of such information. Client acknowledges that Client alone is responsible for forecasting and calculating any damage Client is liable to suffer in the event of any problem arising in the performance of the Service. As a consequence, Client acknowledges that it is Client’s responsibility to insure its business against all risks which Client regards as appropriate having regard to Client’s own individual circumstances and the terms of this Agreement.

Client acknowledges that all sales made by Client as a result of using the Service, whether directly or indirectly, are made between Client and the buyer directly, and Company accepts no responsibility for and is not a contractual party to same. Client undertakes to abide by all legislative and regulatory provisions, including without limitation, all consumer protection, distance selling regulations and tax and indirect tax compliance.

Client acknowledges and agrees that Company shall have no liability in the event that any third party operator makes changes to their service or their API which render the Services or part of the Service offered obsolete or prevent access to the third party platform or service. Company shall have no liability for any decisions or actions of the third party platform operator or their consequences, whether they arise with or without warning and irrespective of the consequences.

Company is not liable for: (a) the integrity, completeness, precision, accuracy or updating of information or data provided by the Service which is dependent upon third parties; or (b) information uploaded by Client to the Service or to third party services including but not limited to Client’s Amazon or eBay marketplace.

In the event of breach of, or failure to comply with, the terms of use or access of a third party marketplace platform (including but not limited to Amazon and eBay), or due to general issues of seller performance (including, without limitation, feedback ratings) the marketplace operator may (at their discretion) terminate your access to and use of their marketplace (on either a temporary or permanent basis). Company accepts no liability for any such termination whether caused by use of the Service or otherwise.

Client hereby acknowledges that whilst the Repricer Product regularly updates Client’s information, Company does not provide an absolute guarantee of a real-time connection with the third party marketplace and as a result, there may be a discrepancy in data provided by the Service, for example, between the number of products displayed as sold, and those actually sold. If products are oversold by you and the marketplace receives a request for a refund from the buyer, this may result in your access and use of the marketplace being suspended, on either a permanent or temporary basis. Company accepts no liability in such event. It is your sole responsibility to monitor your sales on all marketplaces on a regular basis.

Additionally, the Repricer Product consists of providing you with a tool to enable you to optimize the price of products you wish to offer for sale on third party marketplaces. This optimization is performed using a pricing strategy you define, and is based on multiple variables, including, without limitation, your hardware used to access the site, third party conversion rates, the positioning you choose in relation to your competitors, the status of your products, the feedback you gain on the marketplaces, your internet connection, platform API and general availability, as well as any minimum prices set by you below which you do not wish to sell.

The Repricer Product will automatically re-price products according to variables inputted into the Service. Client acknowledges that Client alone is responsible for choosing, where applicable, a ‘Minimum (Min)’ and ‘Maximum (Max)’ allowed selling price for each product in Client’s inventory. It is Client’s sole responsibility to monitor and check the suitability of the optimum prices in the Service, and make any necessary adjustments to the setting. If there is an error in the prices offered for Client’s products on a marketplace and Client refuses to sell the applicable products at the advertised price, this may result in the operator of the marketplace closing or suspending your account and preventing any future use of or access to that marketplace. Company does not accept any responsibility or liability for prices at which products are sold by Client on a marketplace whether or not such prices have been set using the Service. For the avoidance of doubt, any statement, suggestion, intonation, advice or counsel provided by Company to Client in relation to pricing is offered solely as a guide and the ultimate pricing decision rests solely with Client.

Company shall not be liable for any fluctuations in exchange rates or currency conversions or for the accuracy, completeness or reliability of any information supplied to it by third parties.

Company shall use commercially reasonable endeavours to make the Service available twenty four (24) hours a day, seven (7) days a week, except for: (a) planned maintenance; or (b) unscheduled maintenance. Company does not accept any liability for any unavailability of the Service due to events outside of its control, including without limitation, network failures.

15. Force Majeure

Neither party shall be liable to the other by reason of any failure in performance of this Agreement if the failure arises from an event outside of its reasonable control (“Force Majeure“). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: (a) strikes, lock-outs or other industrial action; (b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (c) fire, explosion, storm, flood, earthquake, subsidence, epidemic, global pandemic or other natural disaster; (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; (e) impossibility of the use of public or private telecommunications networks; and (f) the acts, decrees, legislation, regulations or restrictions of any government.

16. Fair Usage Policy

Certain Products allow for unlimited access to certain features, including but not limited to unlimited stockkeeping units (“SKU“), users, sales channels and support. A fair usage policy shall apply to all such unlimited offerings.

In relation to SKUs, the Company provides a standard limit of 600 repricing events per minute per account. This means if you have multiple Amazon or eBay channels associated with your account, these 600 repricing events will be shared across the channels. For most Clients, this limit will be sufficient to provide rapid repricing of products. Once this limit is exceeded, repricing events are queued and prices may not be changed instantly.

Should a Client exceed the number of repricing events allowed per minute, Client will be informed via an in-Product message that your service is running slower than may be expected due to high volumes. Company provides and Client may, subject to the payment of the relevant Fees, avail of Upgrade packs where the limit of pricing events per minute can be increased. Fees applicable to this additional Service are contained within the payment section of the Service.

With regard to users, in line with industry best practice the Company provides for up to 100 users as standard. When a Client exceeds that number, they will be informed via an in-Product message and one of our Client Success team will be in touch should they require additional users.

While the Company provides for unlimited sales channels, exceeding what is considered fair usage may affect service. In this regard the Company estimates that a standard limit of 100 sales channels is sufficient for most Clients. Should a Client exceed this number they will be advised via an in-Product notification and one of our Customer Success team will be in touch to discuss Client requirements.

The Company reserves the right to charge for excessive usage of users and or sales channels.

The Company runs health checks to ensure that the use of our messaging service remains within good industry practice. The Company reserves the right to cancel a Client’s subscription should they be found to engage in the practice of sending spam messages.

17. Confidentiality

Company reserves the right to inform its employees, temporary workers or subcontractors of any Confidential Information relating to Client or Client’s business if such communication is necessary or desirable for Company’s performance of its obligations arising from this Agreement, it being understood that Company will bring the confidential nature of this aforementioned information to such persons.

18. General

Client may not transfer or assign any or all of Client’s rights or obligations under this Agreement.

If Company fails, at any time during the term of this Agreement, to insist on strict performance of any of Client’s obligations under this Agreement, or if Company fails to exercise any of the rights or remedies to which it is entitled under this Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve Client from compliance with such obligations. A waiver by Company of any default shall not constitute a waiver of any subsequent default. No waiver by Company of any provision of this Agreement shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

If any of the terms of this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

This Agreement and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Service and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.

We each acknowledge that, in entering into this Agreement, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Agreement except as expressly stated in this Agreement.

Neither party shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Agreement (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in this Agreement.

This Agreement, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland. Any dispute arising from, or related to, any element of this Agreement shall be subject to the exclusive jurisdiction of the courts of Ireland. You agree that any legal proceedings brought by you against Company arising out of or in connection with this Agreement may only be brought by you in the courts of Ireland unless you reside in another member state of the European Union. If you reside in any other jurisdiction, proceedings may be brought by Company there instead.