Last Updated 08/07/2023

1. API and PII Data Usage

SellEnvo acknowledges and agrees to use the MWS/SP-API data provided by Amazon solely for the purposes it is intended, such as shipping, as per the Amazon Marketplace Developer Agreement. SellEnvo will not use the API and PII (Personally Identifiable Information) data for any purposes other than those explicitly specified in the Amazon Marketplace Developer Agreement. SellEnvo further agrees not to disclose, sell, or share the API and PII data with any third parties, except as required to fulfill its obligations to Sellers and provide the Services.

2. Customer Data and Materials

SellEnvo will process, store, and use Customer Content as generally necessary to perform the Services, create new SellEnvo products/services, or share, in aggregate, with SellEnvo’s partners, affiliates, or customers. Customer represents and warrants that it has all necessary rights in the Customer Content to grant SellEnvo the right to use, and Customer hereby grants SellEnvo a non-exclusive, worldwide, royalty-free, and fully paid license to use the Customer Content.

1. a) Customer Content Warranty

Customer represents and warrants that it has all necessary permissions, consents, and authority to provide the Customer Content, and that any Customer Content hosted, processed, stored, or used by SellEnvo as part of the Services will not:

1. a) infringe or violate the Intellectual Property Rights or other legal rights of any third party;

1. b) be deceptive, defamatory, obscene, or unlawful; or

1. c) contain any viruses, worms, Malware, spyware, or other malicious computer programming codes intended to damage Platform or data.

Customer acknowledges that any use of the Services by Customer or Authorized Users contrary to or in violation of the representations and warranties of Customer in this paragraph constitutes unauthorized and improper use of the Services. Any such authorized or improper use shall entitle SellEnvo to discontinue the Customer’s access to the Services, without prejudice to its other rights or remedies. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. The Parties acknowledge that SellEnvo does not and cannot review all Customer Content and will not be responsible for such content, but that SellEnvo shall have the right to delete, move, or edit any Customer Content that SellEnvo determines violates or might violate this Agreement, or any applicable law or regulation, or is otherwise unacceptable.

1. b) Anonymous Data

SellEnvo shall be entitled to use aggregated Personal Data created from data produced under this Agreement for the purposes of reporting on performance, developing and providing new and different products/services to SellEnvo’s customers, levels of usage, and revenue of the Services (provided that such use does not identify the Customer or any living person identified in the Personal Data). This paragraph shall survive the expiry or termination of the Agreement.

3. Data Protection

Each party shall ensure that it complies with the requirements of all applicable legislation and regulatory requirements in force from time to time relating to the use of Personal Data, including the Data Protection Legislation.

4. Data Corruption/Loss

SellEnvo shall be entitled to use aggregated Personal Data created from data produced under this Agreement for the purposes of reporting on performance, developing and providing new and different products/services to SellEnvo’s customers, levels of usage, and revenue of the Services (provided that such use does not identify the Customer or any living person identified in the Personal Data). This paragraph shall survive the expiry or termination of the Agreement.

5. Customer Obligations & Acknowledgment

The Customer shall:

1. a) provide SellEnvo with all reasonably necessary cooperation in relation to this Agreement;

1. b) ensure that its Authorized Users use the Services, Software, and Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorized User’s breach of this Agreement;

1. c) ensure that it and any Authorized Users abide by all applicable local, state, national, and foreign laws and regulations in connection with their use of the Services;

1. d) ensure that it and any Authorized Users abide, do not abuse, attempt to circumvent, or violate any rules, regulations, or terms of service of the Channels, Marketplaces, Storefronts, Couriers, Non-SellEnvo Applications, and any other systems or software connected to the Platform;

1. e) agree to enter into agreements with its Authorized Users that contain terms that impose no less restrictions in all material respects than those imposed on Customer herein, including, but not limited to, the provisions regarding the use of the Services and protection of SellEnvo’s Intellectual Property Rights, and that include additional terms as reasonably requested by SellEnvo.

On or before the earlier of the Effective Date or the Service Start Date, Customer acknowledges and agrees that an authorized representative of Customer has evaluated the features and functionality of the Services in a means satisfactory to Customer and accepts that the Services have been demonstrably shown to have all of the features and functionality that have been represented to Customer. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features, nor dependent on any oral or written public comments made by SellEnvo regarding future functionality or features.

6. Payment

Payment Terms

Customer shall pay SellEnvo all Charges confirmed in the Order Form (or as otherwise amended in accordance with paragraph 1) upon receipt of invoice (unless otherwise stated on the Order Form). SellEnvo and the Customer may agree more favorable payment terms, but the Customer acknowledges and agrees that SellEnvo shall be entitled to charge the Customer a premium in such circumstances.

Except for as otherwise set out in this Agreement, all payments to SellEnvo are non-refundable and non-cancellable. Specifically, Customer’s loss of business, loss of Services due to nonpayment, or Customer’s failure to use the Services will not be cause for any refund to Customer from SellEnvo. Customer shall reimburse SellEnvo for SellEnvo’s collection costs incurred in attempting to collect any overdue payments, including reasonable legal fees.

Federal, State & Local Tax

The Subscription Fees stated on the Order Form are exclusive of any federal, state, or other governmental taxes, duties, fees, excises, or tariffs (“Taxes”) now or hereafter imposed on the Services. Customer shall be responsible for, and if necessary shall reimburse, SellEnvo for all such taxes on any amounts payable by Customer hereunder, except for taxes imposed on SellEnvo’s net income. If SellEnvo has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, SellEnvo will add such Taxes to the amount invoiced to Customer.

Compliance and Auditing

Pricing is determined by a number of factors, including Order Volume, SKU Count, Customizations, Support Service, and other similar factors. SellEnvo may, from time to time, audit Customer’s account (as specified on the Order Form) without any notice to Customer to ensure compliance with agreed-upon terms and pricing. SellEnvo will give Customer at least ten (10) days advance notice of any such audit that SellEnvo expects to interfere with Customer’s normal operations. Such audit will be at SellEnvo’s expense; however, if any such audit should disclose any underpayment by Customer, Customer shall immediately pay SellEnvo such underpaid amount, together with interest thereon at the rate for the usage discovered by SellEnvo, and Customer shall also pay Sell

Envo for SellEnvo’s expenses associated with such audit.

Pricing

Charges under this Agreement are based on information shared by Customer with SellEnvo. SellEnvo may be required to adjust the Charges as necessary in the event of any change in product, project scope, increase in User Count, Order Volume, SKU Count, or misrepresentation of facts by Customer. At its discretion, SellEnvo reserves the right to adjust the basis and the rate of Charges, including by removing any discounts provided.

In the event of a change to the Charges based on misrepresentation of facts by Customer, SellEnvo reserves the right to suspend Customer access to the Services until a remedy can be found between parties. SellEnvo and Customer shall each have the right to terminate this Agreement, unless otherwise agreed, within ten (10) Business Days after notification to Customer of a change to the Charges. In the event of the termination of this Agreement as a result of a change in Charges, SellEnvo may be required to bill for or retain reasonable and proportional compensation for any work performed or expenses incurred prior to the termination of this Agreement. The Customer shall be entitled to a refund of any Charges already paid by the Customer for the Subscription Term remaining after the date of termination.

Late Payment

SellEnvo may suspend or terminate access to the Software and the provision of the Services if any amounts due to be paid by the Customer to SellEnvo under this Agreement are overdue.

Overdue payments will be subject to a late fee, for each month or fraction thereof, of up to five percent (5%) or the highest interest rate permitted by applicable law, whichever is lower, in addition to other remedies available to SellEnvo. Customer shall reimburse SellEnvo for SellEnvo’s collection costs incurred in attempting to collect any late payments, including reasonable attorneys’ fees.

Future Functionality

The Customer acknowledges that the continued payment for Services and Software does not mean that SellEnvo undertakes or promises to provide any future functionality or new features.

7. Indemnities

During the Term, SellEnvo shall indemnify and hold harmless Customer against a final award of damages resulting from a claim that the Services infringe any Intellectual Property Rights. In addition, if the use of the Services infringes or is enjoined, or SellEnvo believes it is likely to infringe or be enjoined, SellEnvo may, at its sole option: (a) procure for Customer the right to continue the use of the Services as furnished; (b) modify the Services to make them non-infringing, provided that they still substantially conform to the applicable Documentation; or (c) if SellEnvo, after using all commercially reasonable efforts, is unable to accomplish the foregoing remedies, terminate this Agreement and refund to Customer any prepaid but unused Charges calculated on a straight-line prorated basis for the remainder of the then-current Term. The intellectual property indemnity provided herein does not apply to the extent the alleged infringement arises from any use of the Services not in accordance with this Agreement or as specified in the Documentation or any unauthorized modification of the Services. This paragraph states SellEnvo’s sole and exclusive liability and Customer’s sole remedies for any threatened or actual infringement of proprietary rights.

During the Term, Customer shall defend, indemnify, and hold harmless SellEnvo and its officers, directors, employees, agents, successors, and assigns from and against any claims, damages, liabilities, judgments, settlements, losses, costs, or expenses of any kind, including reasonable legal fees, costs, and expert witness fees, suffered or incurred by SellEnvo and arising out of or in connection with: any breach by the Customer of Paragraph 5a; (b) Customer’s misuse of the Intellectual Property Rights of any third party; and (c) any Customer Content which violates the terms of this Agreement.

In relation to the indemnities given within this Agreement, the applicable indemnified party shall:

1. a) provide notice of any relevant claim to the indemnifying party in a timely manner;

1. b) provide reasonable co-operation to the indemnifying party in the defense and settlement of such claim at the indemnifying party’s expense;

1. c) give the indemnifying party sole authority to defend or settle the claim; and

1. d) use all reasonable endeavors to mitigate its losses.

8. Warranties and Liability

DISCLAIMER

THE SERVICES ARE PROVIDED TO THE CUSTOMER ON AN “AS IS” BASIS. SELLENVO DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF THE SERVICES, THE SOFTWARE, AND THE DOCUMENTATION BY THE CUSTOMER, AND FOR CONCLUSIONS DRAWN FROM SUCH USE. SELLENVO SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION, INSTRUCTIONS, OR SCRIPTS PROVIDED TO SELLENVO BY THE CUSTOMER IN CONNECTION WITH THE SERVICES OR THE SOFTWARE, OR ANY ACTIONS TAKEN BY SELLENVO AT THE CUSTOMER’S DIRECTION.

EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLENVO DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED. SELLENVO EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Limited Warranty

Each Party warrants that it has all necessary authority to enter into and perform its obligations under this Agreement. SellEnvo represents and warrants that (a) the Services will perform in accordance with this Agreement under normal circumstances, and (b) the Services provided hereunder will be performed in a professional manner in accordance with prevailing industry standards. The Services may contain links to sites on the Internet that are owned and operated by third parties. Customer acknowledges and agrees that SellEnvo is not responsible for the availability of, or the content located on or through, any such external site.

In case of any inconsistencies or discrepancies between the English version of this Agreement and any translation, the English version shall prevail. This Agreement, together with any exhibits or attachments hereto, constitutes the entire understanding between the Parties and supersedes all prior oral or written communications, representations, understandings, or agreements between the Parties concerning the subject matter of this Agreement. No amendment or modification of this Agreement shall be valid or binding unless it is in writing and signed by both Parties.