SAAS SUBSCRIPTION AGREEMENT
This Agreement governs subscriptions to and use of the software-as-a-service SellingPilot.
This SaaS Subscription Agreement ("Agreement") is entered into as of the Effective Date set forth in the applicable Order Form, by and between Alkers Solutions Inc. d/b/a SellingPilot, a Delaware corporation ("SellingPilot"), and the entity identified as Customer in the Order Form ("Customer"). This Agreement, together with all Order Forms, governs Customer's access to and use of the Services.
PLEASE READ THIS AGREEMENT CAREFULLY. BY EXECUTING AN ORDER FORM OR ACCESSING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THESE TERMS.
SECTION 1 — DEFINITIONS
| "Agreement" | This SaaS Subscription Agreement, including all exhibits, schedules, and Order Forms incorporated herein by reference. |
| "Annual Subscription" | A Subscription where Customer pays for a twelve (12) month period in a single payment, typically at a discounted rate relative to the Monthly Subscription rate. |
| "Authorized User" | Any individual employee, contractor, or agent of Customer who is authorized by Customer to access the Services under Customer's account. |
| "Billing Period" | The recurring interval (monthly or annual) for which Subscription Fees are charged, as specified in the applicable Order Form. |
| "Confidential Information" | Non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature and circumstances of disclosure. |
| "Credit" | A monetary amount calculated on a pro-rata basis representing the unused value of a current Subscription cycle, applied toward fees owed upon an upgrade or plan change. |
| "Customer Data" | All data, files, content, and information submitted, uploaded, or transmitted by Customer or its Authorized Users through the Services. |
| "Documentation" | SellingPilot's standard technical and user documentation made available with the Services, as updated from time to time. |
| "Effective Date" | The date on which the applicable Order Form is executed by both parties, or the Service Start Date specified therein, whichever is earlier. |
| "Entitlement" | The right to access and use the Services at a specified Plan tier from the Subscription Start Date through the Subscription Expiry Date, as recorded by SellingPilot. |
| "Entitlement Expiry Date" | The date on which Customer's current Entitlement expires, as displayed in SellingPilot and updated upon each renewal, upgrade, or extension of the Subscription. |
| "Fees" | All amounts payable by Customer to SellingPilot, including Subscription Fees, upgrade top-up payments, overage charges, and one-time fees, as specified in the applicable Order Form. |
| "Free User" | A Customer account that accesses the SellingPilot on a no-cost basis without an active paid Subscription or prepaid Entitlement. |
| "Intellectual Property Rights" | All patents, copyrights, trademarks, trade secrets, moral rights, and other intellectual property rights recognized under applicable law. |
| "Monthly Subscription" | A Subscription where Customer pays on a calendar-month basis at the standard (non-discounted) monthly rate. |
| "Order Form" | A written document executed by both parties specifying the Services subscribed, Fees, Subscription Term, account type elections, and any special terms. |
| "Paid User" | A Customer who has purchased a prepaid Entitlement (a fixed number of months paid upfront) without entering into a recurring Subscription. |
| "Plan" | The specific service tier (e.g., Starter, Professional, Enterprise) subscribed by Customer, as identified in the Order Form, which determines the features, usage limits, and pricing applicable to Customer's Entitlement. |
| "Services" | The software-as-a-service SellingPilot, features, APIs, and related services provided by SellingPilot and identified in the applicable Order Form. |
| "Subscription" | A recurring, auto-renewing arrangement under which Customer is charged at each Billing Period for continued access to the Services at the subscribed Plan tier. |
| "Subscription Expiry Date" | Synonymous with Entitlement Expiry Date — the date through which Customer's access rights are valid under the current Subscription or prepaid period. |
| "Subscription Fee" | The recurring charge for access to the Services at the subscribed Plan tier during each Billing Period. |
| "Subscription Term" | The period during which Customer is entitled to access and use the Services, commencing on the Subscription Start Date and ending on the Entitlement Expiry Date, as extended by renewals, upgrades, or additional period purchases. |
| "Third-Party Services" | Products or services provided by third parties that interoperate with or are integrated into the Services. |
| "Upgrade" | A change from a lower-tier Plan to a higher-tier Plan, taking effect immediately upon payment of any applicable top-up amount. |
SECTION 2 — SUBSCRIPTION AND ACCESS
2.1 Grant of Subscription License
Subject to Customer's payment of all applicable Fees and compliance with this Agreement, SellingPilot grants Customer a limited, non-exclusive, non-transferable right during the Subscription Term to access and use the Services solely for Customer's internal business purposes, up to the number of Authorized Users and usage limits specified in the applicable Order Form.
2.2 Account Types
Customer accounts are classified as one of the following types, each subject to the subscription lifecycle rules in Section 4:
- Free User: Access to the Services on a no-cost basis. No Subscription exists; cancellation is not applicable.
- Paid User (Prepaid): Customer has purchased a fixed number of months of access upfront. Entitlement is valid through the Entitlement Expiry Date.
- Subscribed User: Customer holds a recurring Subscription that auto-renews at each Billing Period unless cancelled in accordance with Section 4.
2.3 Authorized Users
Customer is responsible for: (a) ensuring that only Authorized Users access the Services; (b) maintaining the confidentiality of all account credentials; and (c) promptly notifying SellingPilot of any actual or suspected unauthorized access. Customer shall be responsible for all acts and omissions of Authorized Users.
2.4 Usage Restrictions
Customer shall not, and shall not permit any third party to: (a) sublicense, sell, resell, transfer, or otherwise exploit the Services for third-party benefit; (b) reverse engineer, decompile, or disassemble the Services; (c) modify or create derivative works based on the Services; (d) use the Services to build a competing product; (e) exceed usage limits specified in the Order Form without prior written consent and payment of applicable overage fees; or (f) use the Services in violation of applicable law.
2.5 Reservation of Rights
SellingPilot reserves all rights not expressly granted herein. The Services and all underlying technology are the exclusive property of SellingPilot and its licensors. No implied licenses are granted.
SECTION 3 — FEES AND PAYMENT
3.1 Fees
Customer shall pay all Fees specified in the applicable Order Form. Unless otherwise stated, all Fees are denominated in U.S. dollars and are non-cancellable and non-refundable, except as expressly provided in Section 4 (Subscription Lifecycle and Cancellation). SellingPilot reserves the right to modify Fees with not less than sixty (60) days' prior written notice, effective at the commencement of the next Billing Period.
3.2 Annual Subscription Pricing
Annual Subscriptions are offered at a discounted rate relative to the Monthly Subscription rate, as specified in the applicable Order Form. The annual discount applies only for so long as the Annual Subscription remains in force for the full annual period. If an Annual Subscription is cancelled before the end of the annual term, any months already consumed will be re-rated at the undiscounted Monthly Subscription rate. The resulting re-rated charge for consumed months will be deducted from any refund otherwise due under Section 4.6.
3.3 Payment Timing
Subscription Fees are due and payable at the commencement of each Billing Period (monthly or annual, as elected). Upgrade top-up payments, overage charges, and one-time fees are due at the time they are incurred or as invoiced. All payments are due within thirty (30) days of invoice unless otherwise specified in the Order Form.
3.4 Overdue Payments
Amounts not received by the payment due date bear interest at 1.5% per month (or the maximum rate permitted by law, if lower). SellingPilot may suspend access to the Services upon ten (10) days' written notice for any overdue balance.
3.5 Taxes
All Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, VAT, and similar taxes. If SellingPilot is required by law to collect such taxes, they will be added to the applicable invoice.
3.6 Disputed Invoices
Customer may dispute an invoice in good faith by providing written notice within fifteen (15) days of receipt, specifying the disputed amounts and basis for dispute. Undisputed amounts remain due and payable.
SECTION 4 — SUBSCRIPTION LIFECYCLE AND CANCELLATION
This Section governs the complete lifecycle of Customer's Subscription, including new subscriptions, plan changes, billing cadence switches, multi-period purchases, cancellations, and refunds. The rules in this Section apply depending on Customer's account type (Free User, Paid User, or Subscribed User) as defined in Section 1 and elected in the applicable Order Form.
4.1 Subscription Lifecycle — Permitted Actions Overview
| Scenario | Allowed | Summary of Mechanics |
|---|---|---|
| Free User — Cancel Subscription | No | Free Users do not hold a Subscription and therefore have no subscription to cancel. |
| Free User — Subscribe to a Plan | Yes | Customer purchases a new Subscription directly. Entitlement takes effect immediately upon payment. |
| Free User — Purchase Multiple Months | Yes | Customer purchases multiple months of prepaid access directly. Entitlement takes effect immediately upon payment. |
| Subscribed User — Cancel Subscription | Yes | See Section 4.6 for full cancellation and refund rules. Refunds depend on days remaining and whether an annual discount was applied. |
| Subscribed User — Purchase Additional Months | Yes | The existing Subscription period remains fully valid. The newly purchased period is appended to the current Entitlement Expiry Date. |
| Subscribed User — Switch Monthly → Annual (Same Tier or Upgrade) | Yes | One new annual cycle is paid at execution. The new annual period is appended to the existing Subscription Expiry Date. |
| Subscribed User — Switch Annual → Monthly (Same Tier or Upgrade) | Yes | One new monthly cycle is paid at execution. The new monthly period is appended to the existing Subscription Expiry Date. |
| Subscribed User — Upgrade Plan | Yes | Upgrade is effective immediately. Pro-rata credit is applied from the current cycle; Customer pays the net upgrade top-up. See Section 4.4. |
| Subscribed User — Downgrade Plan | No | Direct downgrades are not permitted. Customer must cancel the existing Subscription (per Section 4.6) and re-subscribe at the lower-tier Plan. |
| Paid User — Convert Prepaid to Subscription | Yes | Current prepaid period continues uninterrupted. One new Subscription cycle is purchased; its period is appended to the current Entitlement Expiry Date. |
| Paid User — Convert to Subscription with Upgrade | Yes | Upgrade flow runs first (Section 4.5). Subscription conversion flow then appends one new cycle from the updated Expiry Date. See Section 4.5. |
| Paid User — Cancel / Request Refund | Yes | See Section 4.6. Refund is available if more than 31 days remain on Entitlement. Refunds are in whole-month increments, processed manually. |
| Paid User (with Free Bonus Period) — Cancel | Yes | Same rules as Paid User cancellation. The free bonus period does not affect the calculation of the refundable amount. |
| Paid User — Upgrade Plan | Yes | Pro-rata value of remaining prepaid period is credited toward the higher-tier fee. See Section 4.5. Upgrade is effective immediately; remaining period length is preserved. |
| Paid User — Downgrade Plan | No | Direct downgrades are not permitted. Customer must cancel (per Section 4.6) and re-subscribe at the lower-tier Plan. |
4.2 New Subscriptions (Free Users)
A Free User may subscribe to any available Plan at any time. The new Subscription is purchased directly through SellingPilot and takes effect immediately upon successful payment. Where a Free User purchases multiple months of prepaid access in a single transaction, the purchased period takes effect immediately upon payment.
4.3 Period Extensions and Billing Cadence Changes (Subscribed Users)
4.3.1 Purchase of Additional Periods
A Subscribed User may purchase additional months or an additional annual period at any time. The Customer's existing Subscription and Entitlement Expiry Date remain fully intact and are not modified. The newly purchased period is appended to the end of the existing Entitlement Expiry Date, extending it accordingly. Payment for the additional period is due at the time of purchase.
4.3.2 Switch from Monthly to Annual Billing (Same Tier or Upgrade)
A Subscribed User on a Monthly Subscription may switch to an Annual Subscription at the same Plan tier or a higher Plan tier. To effect the switch: (a) Customer pays one full annual cycle at execution; and (b) the annual period is appended to the Customer's existing Entitlement Expiry Date (the existing monthly period is not truncated or forfeited). Where the switch also involves an upgrade, the upgrade provisions of Section 4.4 apply first to the remaining period, followed by the billing cadence switch.
4.3.3 Switch from Annual to Monthly Billing (Same Tier or Upgrade)
A Subscribed User on an Annual Subscription may switch to a Monthly Subscription at the same Plan tier or a higher Plan tier. To effect the switch: (a) Customer pays one full monthly cycle at execution; and (b) the monthly period is appended to the Customer's existing Entitlement Expiry Date. Where the switch also involves an upgrade, Section 4.4 applies first.
4.4 Plan Upgrades (Subscribed Users)
4.4.1 Immediate Effect
An upgrade from a lower-tier Plan to a higher-tier Plan takes effect immediately upon receipt of payment of the applicable upgrade top-up amount. Customer's access rights are immediately updated to reflect the higher-tier Plan upon processing.
4.4.2 Pro-Rata Credit Calculation
Upon an upgrade, SellingPilot will calculate a pro-rata Credit representing the unused value of the current Billing Period, as follows:
| Formula Element | Calculation |
| Days Remaining in Current Cycle | Calendar days from upgrade processing date to current Entitlement Expiry Date |
| Daily Rate — Current Plan | Current Monthly Subscription Fee ÷ 31 |
| Daily Rate — New (Upgraded) Plan | New Monthly Subscription Fee ÷ 31 |
| Credit for Remaining Days | (Current Monthly Fee ÷ 31) × Days Remaining |
| Upgrade Top-Up Due Now | (New Monthly Fee ÷ 31 − Current Monthly Fee ÷ 31) × Days Remaining |
| Next Billing Period Charge | Full new Plan fee (monthly or annual, as applicable) |
NOTE: Example (Subscribed User Upgrade): Current Plan $99/month; upgrading to $590/month; 10 days remaining in current cycle. Upgrade Top-Up = (590 ÷ 31 − 99 ÷ 31) × 10 ≈ $158.39. Next full month charge = $590.00.
4.5 Plan Upgrades and Subscription Conversion (Paid Users)
4.5.1 Paid User Upgrade (Without Subscription Conversion)
A Paid User may upgrade to a higher-tier Plan at any time. The upgrade mechanics are as follows: (a) the value of the remaining prepaid period is calculated at the current Plan's daily rate (Current Monthly Price ÷ 31 × Days Remaining); (b) the value of the same remaining period at the new higher-tier Plan's rate is calculated (New Monthly Price ÷ 31 × Days Remaining); (c) Customer pays the difference between (b) and (a) (the top-up); (d) the upgrade takes effect immediately; and (e) the length of the remaining Entitlement period is preserved — only the Plan tier is changed, not the Entitlement Expiry Date.
NOTE: Example (Paid User Upgrade): Customer paid $99 for 5 months; 40 days remain. Upgrading to $590/month. Value of remaining time at current rate: $99 ÷ 31 × 40 ≈ $127.74. Value at new rate: $590 ÷ 31 × 40 ≈ $761.29. Top-up due: $761.29 − $127.74 ≈ $633.55. Entitlement Expiry Date is unchanged; tier upgrades immediately.
4.5.2 Paid User — Convert to Subscription (Same Tier)
A Paid User may convert to an ongoing Subscription at the same Plan tier. The conversion operates as follows: (a) the existing prepaid Entitlement continues uninterrupted through the current Entitlement Expiry Date; (b) Customer purchases one new Subscription cycle (monthly or annual, as elected); and (c) the new Subscription cycle is appended to the current Entitlement Expiry Date, extending it accordingly. From the start of the first appended cycle, the Subscription renews automatically at each Billing Period unless cancelled in accordance with Section 4.6.
4.5.3 Paid User — Convert to Subscription with Upgrade
Where a Paid User wishes to both upgrade to a higher-tier Plan and convert to a Subscription simultaneously, the following sequence applies: (a) the upgrade flow set out in Section 4.5.1 is executed first — the Plan tier is upgraded immediately, the top-up is charged, and the Entitlement Expiry Date remains unchanged; and (b) once the upgrade is complete, the subscription conversion flow of Section 4.5.2 is executed — one new Subscription cycle at the upgraded Plan rate is purchased and appended to the updated Entitlement Expiry Date.
4.6 Cancellation and Refunds
4.6.1 Free Users
Free Users do not hold a paid Subscription or prepaid Entitlement. Cancellation of a Free account does not entitle the user to any refund, as no fees have been charged.
4.6.2 Subscribed Users — Cancellation
A Subscribed User may cancel its Subscription at any time. The following rules govern the effect of cancellation and any applicable refund:
- If the Entitlement Expiry Date is more than thirty-one (31) calendar days from the date the cancellation request is processed: a refund of the unused portion is available. Refunds are calculated in whole-month increments based on the number of full months remaining from the processing date. Partial months are not refunded.
- If fewer than thirty-one (31) calendar days remain from the processing date to the Entitlement Expiry Date: no refund is issued. Customer retains access to the Services through the Entitlement Expiry Date.
- Annual Subscription early cancellation: if Customer cancels an Annual Subscription before the end of the annual term, the months already consumed will be re-rated at the undiscounted Monthly Subscription rate. The re-rated charge for consumed months will be deducted from the gross refund otherwise payable before the net refund is issued. This re-rating reflects the fact that the annual discount is only applicable for subscriptions that remain in force for the full annual term.
4.6.3 Paid Users (Prepaid) — Cancellation
A Paid User may request cancellation and a refund subject to the following:
- If the Entitlement Expiry Date is more than thirty-one (31) calendar days from the processing date: a refund is available in whole-month increments for the remaining unexpired months.
- If fewer than thirty-one (31) calendar days remain: no refund is available. Customer retains access through the Entitlement Expiry Date.
- A Paid User whose Entitlement includes a free bonus period is subject to the same rules above. The free bonus period does not affect the calculation of the refundable amount (only the paid months are considered in the refund calculation).
4.6.4 Refund Process
Refunds under this Section are not automatic. Upon submission of a valid cancellation request through the SellingPilot, SellingPilot's after-sales team will be notified automatically. The after-sales team will review the request, determine the final refund amount in accordance with this Section, and process the refund. Customer may monitor the status of any refund request within SellingPilot. Refund timing is calculated from the date the request is processed by SellingPilot's after-sales team, not from the date the Customer submits the request.
4.6.5 No Downgrades
Direct downgrades from a higher-tier Plan to a lower-tier Plan are not permitted under this Agreement, whether for Subscribed Users or Paid Users. To access a lower-tier Plan, Customer must: (a) cancel the existing Subscription or prepaid Entitlement in accordance with this Section 4.6 (subject to applicable refund rules); and (b) separately re-subscribe to or purchase the lower-tier Plan.
4.7 Subscription Term and Automatic Renewal
Unless otherwise specified in an Order Form, a Monthly Subscription renews automatically at the end of each calendar month, and an Annual Subscription renews automatically at the end of each twelve (12) month term. Either party may prevent automatic renewal by providing written notice at least sixty (60) days before the end of the then-current Billing Period. Renewal pricing is at SellingPilot's then-current rates, with not less than 60 days' prior written notice of any fee increase.
SECTION 5 — CUSTOMER DATA AND PRIVACY
5.1 Ownership of Customer Data
As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants SellingPilot a limited, non-exclusive license during the Subscription Term to access, process, and use Customer Data solely to provide and improve the Services and as otherwise directed by Customer.
5.2 Data Processing
To the extent SellingPilot processes personal data on behalf of Customer, the Customer shall execute a Data Processing Addendum ("DPA") incorporated herein by reference. The DPA governs obligations under applicable data protection laws including GDPR, CCPA, and equivalent regulations, as further set forth in SellingPilot's Privacy Policy.
5.3 Data Security
SellingPilot shall implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect Customer Data. SellingPilot shall notify Customer promptly of any confirmed data breach affecting Customer Data.
5.4 Data Return and Deletion
Within thirty (30) days following expiry or termination, SellingPilot shall, upon written request, provide Customer Data in a commercially reasonable format. Thereafter, SellingPilot shall delete Customer Data from live systems, subject to applicable legal retention requirements (backup retention not to exceed ninety (90) days).
5.5 Aggregate Data
SellingPilot may use aggregated, anonymized data derived from SellingPilot usage for improving the Services and benchmarking, provided such data cannot identify Customer or any individual.
SECTION 6 — CONFIDENTIALITY
6.1 Obligations
Each party ("Receiving Party") shall: (a) hold the other party's ("Disclosing Party") Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent; and (c) use it solely for purposes of performing obligations or exercising rights under this Agreement. Each party shall protect the other's Confidential Information with at least the same degree of care as its own confidential information, but no less than reasonable care.
6.2 Exceptions
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed without reference to the Disclosing Party's Confidential Information; or (d) is required by law or court order to be disclosed, subject to prompt prior notice and reasonable cooperation to seek a protective order.
6.3 Duration
Confidentiality obligations survive for five (5) years following expiry or termination. Obligations with respect to trade secrets survive indefinitely.
SECTION 7 — INTELLECTUAL PROPERTY
7.1 SellingPilot Ownership
SellingPilot and its licensors own all right, title, and interest in the Services, Documentation, and all related Intellectual Property Rights. No ownership interest transfers to Customer. Customer Feedback may be used by SellingPilot without restriction or compensation.
7.2 Customer Ownership
Customer owns all right, title, and interest in Customer Data and Customer's Confidential Information. Nothing herein grants SellingPilot any ownership interest in Customer Data.
7.3 IP Indemnification
SellingPilot shall defend Customer against third-party claims that the Services, as used in accordance with this Agreement, infringe or misappropriate such third party's Intellectual Property Rights, and shall indemnify Customer against finally-awarded damages and reasonable attorneys' fees, provided Customer: (a) promptly notifies SellingPilot; (b) grants SellingPilot sole control of the defense; and (c) provides reasonable cooperation. SellingPilot's obligations do not apply to claims arising from Customer's modifications or unauthorized use.
SECTION 8 — WARRANTIES AND DISCLAIMER
8.1 SellingPilot Warranties
SellingPilot warrants that: (a) the Services will perform materially in accordance with the Documentation; (b) SellingPilot has the right to enter into this Agreement and grant the rights described herein; and (c) the Services will not introduce malicious code into Customer's systems.
8.2 Customer Warranties
8.2.1 General Warranties. Customer warrants that: (a) it has the authority to enter into this Agreement; (b) it will use the Services in compliance with applicable law; (c) Customer shall comply with the network security obligations set forth in Section 8.2.2; and (d) Customer Data does not infringe third-party rights.
8.2.2 Network Security and Malware Prevention. Customer shall ensure that all network systems, devices, and infrastructure used to access the Services, including without limitation endpoints, servers, routers, and any intermediary network components, are protected by industry-standard security controls designed to detect, prevent, and remediate malicious software ("Malware"). For purposes of this Agreement, "Malware" means any virus, worm, Trojan horse, ransomware, spyware, adware, rootkit, or other malicious or unauthorized code or program.
8.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SELLINGPILOT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
SECTION 9 — LIMITATION OF LIABILITY
9.1 Exclusion of Consequential Damages
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, OR DATA) ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap on Liability
EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.3 Exceptions
Sections 9.1 and 9.2 do not apply to: (a) Customer's payment obligations; (b) indemnification obligations; (c) breaches of confidentiality; (d) willful misconduct or gross negligence; or (e) death or personal injury caused by negligence.
SECTION 10 — INDEMNIFICATION
10.1 SellingPilot Indemnification
SellingPilot shall indemnify Customer and its officers, directors, and employees against third-party claims arising from SellingPilot's infringement of third-party Intellectual Property Rights as provided in Section 7.3.
10.2 Customer Indemnification
Customer shall indemnify SellingPilot and its officers, directors, and employees against claims arising from: (a) Customer Data; (b) Customer's unauthorized use of the Services; (c) Customer's violation of applicable law; or (d) Customer's material breach of this Agreement.
10.3 Indemnification Procedure
The indemnified party shall promptly notify the indemnifying party, grant sole control of the defense, and provide reasonable cooperation. The indemnifying party shall not settle any claim that imposes liability on the indemnified party without prior written consent.
SECTION 11 — TERMINATION
11.1 Termination for Cause
Either party may terminate this Agreement for material breach upon thirty (30) days' written notice if the breaching party fails to cure within the notice period. SellingPilot may terminate immediately if Customer becomes insolvent, engages in fraud, or breaches Section 2.4 (Usage Restrictions).
11.2 Effect of Termination
Upon termination: (a) all Customer access rights cease immediately; (b) each party returns or destroys the other's Confidential Information; (c) all outstanding Fees for the applicable Subscription Term become immediately due; and (d) SellingPilot shall make Customer Data available for export per Section 5.4. Refunds upon termination are governed by Section 4.6.
11.3 Survival
Sections 1 (Definitions), 3 (accrued payment obligations), 5.4 (data return), 6 (Confidentiality), 7 (IP), 8.3 (Disclaimer), 9 (Liability), 10 (Indemnification), and 12 (General) survive any termination or expiry.
SECTION 12 — GENERAL PROVISIONS
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.
12.1 Informal Resolution
Before initiating any formal dispute resolution, you agree to first contact us at service@sellingpilot.com 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.
12.2 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.
12.3 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.
12.4 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.
12.5 Force Majeure
Neither party is liable for delays caused by events beyond its reasonable control, provided the affected party promptly notifies the other and uses commercially reasonable efforts to mitigate impact.
12.6 Assignment
Neither party may assign this Agreement without prior written consent, not to be unreasonably withheld. Either party may assign without consent in connection with a merger, acquisition, or asset sale, provided the assignee assumes all obligations.
12.7 Entire Agreement; Amendments
This Agreement and all Order Forms constitute the entire agreement between the parties and supersede all prior agreements. No amendment is effective unless in writing signed by authorized representatives of both parties.
12.8 Severability
If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions continue in full force.
12.9 Waiver
No failure or delay in exercising any right constitutes a waiver. No waiver is effective unless in writing.
12.10 Notices
All legal notices must be in writing and delivered by personal delivery, overnight courier, certified mail, or confirmed email, to addresses in the applicable Order Form. Notices are effective upon receipt.
12.11 Independent Contractors
The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employment relationship.
12.12 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts. Electronic signatures are valid and binding to the same extent as original signatures.
12.13 Export Compliance
Customer shall comply with all applicable export control laws. Customer represents it is not located in a country subject to U.S. government embargo.