SELLERBASE TERMS OF SERVICE

Version: 1.0 Effective Date: January 12, 2026

1. DEFINITIONS

In these Terms of Service (the "Terms"), unless the context otherwise requires:

"Acceptable Use Policy" or "AUP" means the Sellerbase Acceptable Use Policy, as amended from time to time, available at sellerbase.net/aup.

"Agreement" means the contract between Sellerbase and Customer, comprising the Order Form, these Terms, the AUP, and the DPA.

"Applicable Data Protection Laws" means all laws and regulations relating to the processing of personal data and privacy applicable to either party's performance under this Agreement, including but not limited to the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the UK GDPR, the ePrivacy Directive 2002/58/EC (as amended), and any national implementing legislation, as well as any other applicable data protection, privacy, or anti-spam laws.

"Authorized User" or "User" means an individual authorized by Customer to access and use the Platform under Customer's subscription, up to the number of seats specified in the Order Form.

"Confidential Information" has the meaning given in Section 16.

"Customer" or "You" means the entity identified as the customer in the Order Form.

"Data" means all data, information, and content made available through the Platform, including retailer profiles, marketplace presence data, webshop information, product data, and contact data.

"Data Protection Addendum" or "DPA" means the Sellerbase Data Protection Addendum, as amended from time to time, available at sellerbase.net/dpa.

"Order Form" means the document signed by both parties that specifies Customer's subscription details and incorporates these Terms by reference.

"Platform" or "Service" means the Sellerbase online platform, including the website, APIs, and all related services provided by Sellerbase.

"Sellerbase" or "We" means Sellerbase Ltd, a company incorporated in Mauritius with company number 227171.

"Subscription Fee" means the fees payable by Customer as specified in the Order Form.

"Subscription Term" means the period during which Customer is entitled to access the Platform, as specified in the Order Form.

2. LICENSE GRANT

2.1 Grant of License. Subject to Customer's compliance with this Agreement and payment of the applicable Subscription Fees, Sellerbase grants Customer a non-exclusive, non-transferable, revocable license to access and use the Platform and Data during the Subscription Term, solely for the purposes and within the scope specified in the Order Form and this Agreement.

2.2 Scope of License. The license granted is limited to:

(a) the number of Authorized Users specified in the Order Form;
(b) the datasets specified in the Order Form; and
(c) the usage limits specified in the Order Form or as otherwise provided herein.

2.3 Ownership. Data is licensed, not sold. Sellerbase and/or its licensors retain all intellectual property rights in and to the Platform, Data, and all related technology. Nothing in this Agreement transfers any ownership rights to Customer.

2.4 Reservation of Rights. All rights not expressly granted herein are reserved by Sellerbase.

3. PERMITTED USES

3.1 General Permitted Uses. Subject to the restrictions set forth in Section 4 and the AUP, Customer may use the Data for:

(a) Internal business analysis and market research;
(b) Lead generation and sales prospecting, subject to Section 3.2;
(c) Integration with Customer's own business systems, including CRM synchronization.

3.2 Lead Generation Compliance Requirements. Customer's use of contact data for lead generation and outreach is permitted only where:

(a) Customer has confirmed an applicable legal basis under Applicable Data Protection Laws for their processing activities;
(b) Customer complies with applicable ePrivacy, anti-spam, and direct marketing laws in each jurisdiction where recipients are located; and
(c) Customer implements and maintains:
- (i) Functional unsubscribe/opt-out mechanisms;
- (ii) Suppression list management;
- (iii) Do-not-contact flag honoring; and
- (iv) Records demonstrating compliance.

3.3 No Consent Representation. Sellerbase makes no representation that Data includes consent or opt-in for marketing purposes. Customer is solely responsible for determining and maintaining their legal basis for outreach activities.

4. RESTRICTIONS

4.1 Prohibited Activities. Customer shall not, and shall not permit any third party to:

(a) Redistribute, resell, or sublicense Data;
(b) Create derivative databases or products that compete with Sellerbase;
(c) Bulk download Data beyond the usage limits specified in the Order Form;
(d) Use automated tools to extract Data beyond provided APIs;
(e) Share login credentials or allow unauthorized access to the Platform;
(f) Circumvent rate limits, access controls, or security measures; or
(g) Use Data for any purpose prohibited by the AUP.

4.2 AUP Compliance. Customer shall comply with the AUP at all times. The AUP is incorporated into and forms part of this Agreement.

5. USER ACCOUNTS

5.1 User Seats. Customer is entitled to the number of user seats specified in the Order Form. Each Authorized User must have a unique account.

5.2 Credential Sharing Prohibited. Sharing of login credentials between individuals is prohibited.

5.3 Account Security. Customer is responsible for maintaining the confidentiality of all account credentials and for all activities that occur under Customer's accounts.

5.4 Unauthorized Access. Customer must notify Sellerbase immediately at contact@sellerbase.net upon becoming aware of any unauthorized access to or use of any account or any other breach of security.

6. API ACCESS AND USAGE LIMITS

6.1 API Availability. API access is provided at Sellerbase's discretion and may be included or excluded from Customer's subscription as specified in the Order Form.

6.2 Rate Limits. API usage is subject to rate limits as specified in the Order Form.

6.3 Limit Adjustments. Sellerbase may adjust limits with notice to Customer, except in cases of detected abuse requiring immediate action.

6.4 Excessive Use. Usage significantly exceeding plan limits may result in temporary suspension of access pending review or discussion of an upgrade.

7. FEES AND PAYMENT

7.1 Fees. Customer shall pay the Subscription Fees specified in the Order Form.

7.2 Currency. All fees are payable in EUR.

7.3 Payment Method. Payment shall be made by SWIFT bank transfer to the account specified by Sellerbase.

7.4 Payment Timing. Unless otherwise specified in the Order Form, fees are payable upfront upon execution of the Order Form.

7.5 Late Payment. If Customer fails to pay any fees when due:

(a) Sellerbase may suspend Customer's access to the Platform until payment is received; and
(b) Interest shall accrue on overdue amounts at a rate of 1.5% per month (or the maximum rate permitted by law, if lower), calculated from the due date until payment is received.

7.6 Taxes. Customer is responsible for all applicable taxes, levies, and duties, excluding taxes based on Sellerbase's net income.

8. SERVICE LEVEL AGREEMENT

8.1 Target Uptime. Sellerbase will use commercially reasonable efforts to make the Platform available 95% of the time during each calendar month.

8.2 Exclusions. The uptime commitment excludes downtime resulting from:

(a) Scheduled maintenance (Sellerbase will use reasonable efforts to provide 48 hours advance notice);
(b) Force majeure events;
(c) Failures of third-party services or infrastructure outside Sellerbase's control;
(d) Customer's actions or failures to act; or
(e) Factors beyond Sellerbase's reasonable control.

8.3 Service Credits. No service credits are provided for downtime.

8.4 Support. Support is available via email at contact@sellerbase.net during regular business hours (CET/CEST, Monday-Friday). Sellerbase will use reasonable efforts to respond to support requests in a timely manner but does not guarantee specific response times.

8.5 Chronic Downtime. If Platform uptime falls below 90% for two consecutive calendar months (excluding exclusions in Section 8.2), Customer may terminate this Agreement upon written notice and shall be entitled to a pro-rata refund of prepaid fees for the remaining Subscription Term.

9. DATA DISCLAIMER

DATA PROVIDED "AS IS"

All Data is provided "as is" and "as available" without warranty of any kind. Sellerbase makes no representations or warranties, express or implied, regarding the accuracy, completeness, timeliness, reliability, or fitness for any particular purpose of any Data.

Data is collected from publicly available sources and may contain errors, omissions, outdated information, or inaccuracies. Sellerbase does not verify the accuracy of Data and assumes no responsibility for any errors or omissions.

Customer acknowledges that:

(a) Data should not be used as the sole basis for business-critical decisions;
(b) Data is not suitable for purposes requiring verified accuracy;
(c) Customer is solely responsible for independently verifying any information before reliance; and
(d) Sellerbase is not liable for any decisions made based on the Data.

10. LIMITATION OF LIABILITY

10.1 Liability Cap. To the maximum extent permitted by applicable law, Sellerbase's total aggregate liability under this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the Subscription Fees actually paid by Customer in the twelve (12) months immediately preceding the event giving rise to the claim.

10.2 Excluded Damages. To the maximum extent permitted by applicable law, Sellerbase shall not be liable for:

(a) Indirect, incidental, special, consequential, or punitive damages;
(b) Loss of profits, revenue, business opportunities, or goodwill;
(c) Loss of data or data corruption;
(d) Cost of procurement of substitute services;
(e) Any damages arising from decisions made based on Platform Data; or
(f) Any third-party claims arising from Customer's use of Data.

10.3 Exceptions. The limitations in Sections 10.1 and 10.2 shall not apply to:

(a) Gross negligence or willful misconduct;
(b) Breach of confidentiality obligations under Section 16;
(c) Customer's indemnification obligations under Section 11; or
(d) Deliberate violation of law.

11. INDEMNIFICATION

11.1 Customer Indemnity. Customer shall indemnify, defend, and hold harmless Sellerbase and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to:

(a) Customer's breach of data usage restrictions or the AUP;
(b) Customer's violation of Applicable Data Protection Laws, including anti-spam regulations;
(c) Customer's use of Data in a manner not permitted by this Agreement; or
(d) Any third-party claims arising from Customer's use of the Platform or Data.

11.2 Indemnification Procedures. For any claim subject to indemnification:

(a) Sellerbase shall provide Customer with prompt written notice of the claim;
(b) Customer shall have sole control of the defense and any settlement negotiations;
(c) Sellerbase shall provide reasonable cooperation at Customer's expense; and
(d) Customer shall not settle any claim in a manner that imposes any obligation on Sellerbase without Sellerbase's prior written consent.

12. SUBSCRIPTION TERM AND RENEWAL

12.1 Initial Term. The initial Subscription Term is as specified in the Order Form (default: 12 months), commencing on the Subscription Start Date.

12.2 Automatic Renewal. Unless either party provides written notice of non-renewal at least 60 days prior to the end of the then-current term, the subscription shall automatically renew for successive 12-month periods.

12.3 Renewal Date. The renewal date is the anniversary of the Subscription Start Date specified in the Order Form.

12.4 Cancellation Notice. Notice of non-renewal must be sent to contact@sellerbase.net. Notice is effective upon confirmed receipt (email read receipt or written acknowledgment).

13. TERMINATION

13.1 Termination by Customer. Customer may terminate this Agreement:

(a) For material breach by Sellerbase that remains uncured for 30 days after written notice specifying the breach;
(b) For objection to modified terms in accordance with Section 15; or
(c) For chronic downtime in accordance with Section 8.5.

Customer may not otherwise terminate this Agreement for convenience during the Subscription Term.

13.2 Termination by Sellerbase. Sellerbase may terminate this Agreement:

(a) Immediately, without notice, for severe violations of this Agreement or the AUP, including security breaches, illegal activity, or actions threatening the Platform or other customers;
(b) Upon 30 days' written notice for material breach by Customer that remains uncured during such notice period;
(c) Immediately upon notice for non-payment of fees that remains outstanding for 30 days after notice of non-payment; or
(d) Immediately upon notice for abuse of the Platform or API.

13.3 Effect of Termination.

(a) No Refunds: Prepaid fees are non-refundable, except where termination is due to: (i) Sellerbase's material breach, (ii) Customer's objection to modified terms under Section 15, or (iii) chronic downtime under Section 8.5. In such cases, Customer shall be entitled to a pro-rata refund for the remaining Subscription Term.
(b) Post-Termination Obligations: Customer must comply with the post-termination data obligations set forth in Section 14.
(c) Survival: Provisions that by their nature should survive termination shall survive, including Sections 9, 10, 11, 14, 16, 17, and 18.

14. POST-TERMINATION OBLIGATIONS

14.1 Platform Access. Access to the Platform shall be revoked upon termination of the Agreement.

14.2 Trial Subscriptions. If Customer's subscription was a free trial (as indicated in the Order Form) and Customer does not convert to a paid subscription, Customer must delete all Data obtained from Sellerbase during the trial within 30 days of the trial's termination. This deletion requirement does not affect Customer's obligation to maintain suppression lists as required by Section 6 of the DPA.

14.3 Ongoing Obligations. Customer's obligations under the DPA continue to apply to any Data retained by Customer, including in particular the obligation to honor suppression requests from Sellerbase in accordance with Section 6 of the DPA.

15. MODIFICATIONS TO TERMS

15.1 Right to Modify. Sellerbase may modify these Terms, the AUP, and the DPA from time to time.

15.2 Notice Requirements.

(a) Material Changes: Changes that materially affect Customer's rights or obligations require 60 days' advance notice.
(b) Non-Material Changes: Other changes require 30 days' advance notice.

15.3 Notice Method. Notice of changes shall be provided by email to Customer's billing contact and by posting on the Sellerbase website.

15.4 Effect on Active Subscriptions. For customers with active subscriptions, material changes shall apply only at the next renewal date, unless Customer affirmatively accepts the changes earlier.

15.5 Objection and Termination. If Customer objects to material changes, Customer may terminate this Agreement by providing written notice before the effective date of such changes. In such case, Customer shall be entitled to a pro-rata refund of prepaid fees for the remaining Subscription Term.

16. CONFIDENTIALITY

16.1 Definition. "Confidential Information" means information disclosed by either party that is marked as confidential or that, given the nature of the information or circumstances of disclosure, should reasonably be understood to be confidential, including:

(a) For Sellerbase: Platform technology, pricing, business plans, and Data in aggregate; and
(b) For Customer: Business information, usage data, and financial information.

16.2 Obligations. The receiving party shall:

(a) Protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
(b) Use Confidential Information only for the purposes of this Agreement;
(c) Disclose Confidential Information only to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and
(d) Not disclose Confidential Information to third parties without the disclosing party's prior written consent.

16.3 Exclusions. Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault of the receiving party;
(b) Was known to the receiving party prior to disclosure;
(c) Is independently developed by the receiving party without use of Confidential Information; or
(d) Is received from a third party without restriction on disclosure.

16.4 Required Disclosure. A party may disclose Confidential Information to the extent required by law or court order, provided that the party gives the other party prompt notice (where permitted) and reasonable assistance in seeking a protective order.

16.5 Duration. Confidentiality obligations shall survive termination of this Agreement for a period of 3 years.

17. GENERAL PROVISIONS

17.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Mauritius, without regard to its conflict of laws principles.

17.2 Dispute Resolution. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Mauritius.

17.3 Assignment. Customer may not assign or transfer this Agreement or any rights or obligations hereunder without Sellerbase's prior written consent. Sellerbase may assign this Agreement freely, including in connection with a merger, acquisition, or sale of all or substantially all of its assets.

17.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from this Agreement, and the remaining provisions shall remain in full force and effect.

17.5 Entire Agreement. This Agreement, together with the Order Form, AUP, and DPA, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, and agreements.

17.6 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of governmental authorities, or failures of third-party telecommunications or power supply.

17.7 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time.

17.8 Notices. All notices under this Agreement shall be in writing and sent to the addresses specified in the Order Form. Email is acceptable with confirmation of receipt.

17.9 Compliance with Laws. Each party shall comply with all Applicable Data Protection Laws and other laws applicable to its respective activities under this Agreement.

17.10 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

18. DATA PROTECTION

Customer's and Sellerbase's respective data protection rights and obligations are set forth in the DPA, which is incorporated into and forms part of this Agreement.

End of Terms of Service Version 1.0