These Terms of Service ("Terms"), together with our Privacy Notice, any Pricing & Billing Terms you accept in the Services ("Pricing Terms"), any Service Order (as defined below), our Data Processing Agreement ("DPA") if applicable, and (if applicable) our API Terms of Use, collectively constitute a binding agreement (the "Agreement") between Sellify AI, Inc. ("Sellify AI," "we," "us") and you or the legal entity you represent ("Customer" or "you"). If you have an executed Order Document with Sellify AI, that Order Document will control over these Terms and the Pricing Terms to the extent of any conflict.
PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING "CREATE ACCOUNT," "I AGREE," COMPLETING REGISTRATION, OR ACCESSING OR USING ANY OF THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT, (3) THE INFORMATION YOU PROVIDE IS ACCURATE AND COMPLETE, AND (4) YOU HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY YOU IDENTIFY AND TO BIND THAT ENTITY.
1. Definitions
Capitalized terms have the meanings below or where first used.
1.1 "Authorized User"
means any individual authorized by Customer to access the Services under Customer's account.
1.2 "Customer Communications"
means communications sent or handled via the Services (e.g., SMS/MMS, voice, email, web, and similar channels).
1.3 "Customer Data"
means any data, information, programs (such as code or scripts), and other content provided or transmitted by Customer or Authorized Users to the Services, including Customer Marketing Content and personal data of end customers and prospects.
1.4 "Customer Marketing Content"
means trademarks, trade names, service marks, slogans, logos, and promotional/marketing content (including content in Customer Communications) provided or transmitted by Customer.
1.5 "Documentation"
means online user guides and technical materials made available by Sellify AI, as updated from time to time.
1.6 "Intellectual Property Rights"
means all intellectual property, industrial property, and proprietary rights worldwide (patents, copyrights, trade secrets, trademarks, moral rights, software, data, technology, and related registrations/applications).
1.7 "Services"
means Sellify AI's cloud-based services, features, and related support made available to Customer.
1.8 "Service Order"
means any online or written order form, in-app checkout/order summary, proposal, or other agreement that sets out special terms for Customer (including custom pricing or configurations).
2. Order of Precedence
If there is a conflict among Agreement documents, they govern in the following order:
Order Documents (defined below), including any master services agreement, enterprise agreement, Service Order, statement of work, addendum, or written amendment signed by Sellify AI
DPA (for data processing topics only)
Pricing Terms accepted within the Services (to the extent not overridden by an Order Document)
Privacy Notice
These Terms
API Terms (if applicable)
"Order Document" means any executed master services agreement, enterprise agreement, Service Order, statement of work, addendum, or written amendment that is signed by Sellify AI and Customer.
3. Changes to the Agreement
Sellify AI may amend the Agreement due to changes to the Services, law, or business practices. When material modifications are made, we may provide notice (e.g., email or in-app) and may require affirmative re-acceptance before continued use. If you do not agree, you must stop using the Services. Continued use after the effective date constitutes acceptance to the extent permitted by law.
4. Provision of Services
4.1 Access
Subject to the Agreement, Sellify AI grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Term. Customer is responsible for Authorized Users' compliance.
4.2 Restrictions
Customer will not (and will not permit anyone to):
(a) modify, adapt, translate, or create derivative works of the Services;
(b) sublicense, lease, rent, distribute, or transfer the Services or Documentation;
(c) reverse engineer or attempt to derive source code except where legally permitted;
(d) bypass or disable security mechanisms;
(e) use the Services to compete with Sellify AI or to publicly benchmark without written consent;
(f) remove proprietary notices;
(g) attempt unauthorized access or disrupt the integrity, performance, or security of the Services;
(h) use the Services except as expressly permitted by the Agreement; or
(i) use the Services in violation of Section 9 (Acceptable Use and Messaging Compliance).
4.3 Downtime
Customer acknowledges the Services may be unavailable due to scheduled maintenance or unscheduled downtime for any reason.
4.4 Third-Party Services (Integrations)
Customer may connect third-party products/services ("Third-Party Services"). Customer's relationship with a Third-Party Service is governed by that provider's terms. Sellify AI does not warrant Third-Party Services and is not responsible for their pricing, filtering, delivery, or compliance requirements. Customer instructs Sellify AI to share Customer Data as necessary to enable integrations; Customer must disable an integration if it does not want data shared.
5. Account Security
Customer is responsible for safeguarding account credentials and all activity under its account. If Customer believes the account or Services have been compromised, Customer will notify Sellify AI promptly.
6. Intellectual Property
6.1 Ownership
The Services and Documentation are owned by Sellify AI and its suppliers. All rights not expressly granted are reserved.
6.2 Continuous Development
Sellify AI may modify the Services over time. Some features may require additional fees as described in the Pricing Terms or a Service Order.
6.3 Feedback
Customer grants Sellify AI a worldwide, perpetual, irrevocable, royalty-free license to use any feedback without restriction.
6.4 Aggregated/De-identified Data
Sellify AI may derive aggregated or de-identified data that does not identify Customer or individuals and use/disclose it for legitimate business purposes (analytics, improvement, research, marketing).
7. Fees and Payments (General)
7.1 Pricing Terms control
Fees, billing units, commissions (if applicable), account funding mechanics (if applicable), dispute processes, and other payment obligations are governed by the Pricing Terms accepted within the Services and any applicable Service Order.
7.2 Authorization
Customer authorizes Sellify AI and its payment processors to charge Customer's payment method for amounts due as described in the Pricing Terms and/or a Service Order.
7.3 Carrier/provider fees are separate
If Customer uses carrier/provider services (e.g., messaging/voice delivery), those provider fees are separate and governed by the provider.
7.4 Taxes
Fees are exclusive of applicable taxes/duties/assessments; Customer is responsible for such amounts (except taxes on Sellify AI's income). Tax indemnity. Customer will indemnify, defend, and hold harmless Sellify AI from and against any claims, assessments, audits, penalties, interest, or proceedings brought by any taxing authority arising out of or relating to Customer's tax obligations under the Agreement, except to the extent caused by taxes based on Sellify AI's net income.
8. Customer Data and Responsibilities
8.1 Ownership; license
Customer Data is Customer's property as between the parties. Customer grants Sellify AI a non-exclusive, sublicensable, transferable, worldwide, royalty-free and fully paid license to process and use Customer Data to provide the Services and as otherwise permitted by the Agreement. Customer represents it has all rights and consents necessary to provide Customer Data and grant this license.
8.2 DPA
If applicable, the DPA governs Sellify AI's processing of Customer personal data in its role as a processor/service provider (as applicable).
8.3 Privacy
Account/profile/billing info is processed in accordance with our Privacy Notice.
8.4 Compliance for Customer Communications
Customer is solely responsible for ensuring Customer Communications comply with all applicable laws, regulations, and carrier/provider rules (including consent and opt-outs). Sellify AI does not obtain consents on Customer's behalf unless explicitly stated in writing. Upon request, Customer will provide reasonable proof of compliance.
8.5 AI features
The Services may include AI functionality. AI output may be inaccurate or incomplete. Customer is responsible for using AI output appropriately and for any required disclosures/consents.
9. Acceptable Use and Messaging Compliance (AUP)
Customer and Authorized Users must use the Services lawfully, ethically, and responsibly.
9.1 Prohibited use
Customer will not use the Services to: violate laws/carrier rules; send deceptive or fraudulent communications; harass/threaten/defame; phish/impersonate; distribute malware; disrupt or attempt unauthorized access; bypass security or rate limits; scrape in a disruptive manner; or use the Services to build/train competing products/datasets/models without Sellify AI's written consent.
9.2 Consent and opt-outs
Customer is responsible for required consents/permissions for SMS/MMS, voice, email, and other channels, and must maintain consent records where required, honor opt-outs promptly, and comply with applicable marketing, consumer protection, privacy, and carrier/provider rules.
9.3 Sensitive data
Customer will not collect/transmit sensitive data through the Services unless expressly permitted in writing and protected appropriately.
9.4 Enforcement
Sellify AI may investigate suspected violations and may suspend/terminate access, disable campaigns/workflows, remove content, or require remediation.
10. Warranties and Disclaimers
Except as expressly stated, the Services are provided "AS IS" and Sellify AI disclaims all warranties to the maximum extent permitted by law.
11. Limitation of Liability
To the maximum extent permitted by law, Sellify AI will not be liable for indirect, incidental, special, punitive, consequential, reliance, or exemplary damages, or lost profits/revenues. Sellify AI's aggregate liability cap is as specified in the Pricing Terms or a Service Order (or if not specified there, as otherwise permitted by law).
12. Confidentiality
12.1 Confidential Information
During the term of the Agreement, each party (the "Disclosing Party") may provide the other party (the "Receiving Party") with confidential or proprietary information ("Confidential Information") in any form (written, oral, visual, electronic) that: (a) is marked or identified as confidential or proprietary; (b) is disclosed under circumstances reasonably indicating it is confidential; or (c) is of a character that is commonly and reasonably regarded as confidential or proprietary. The Services, Documentation, and all enhancements and improvements thereto are Confidential Information of Sellify AI.
12.2 Protection and Use
The Receiving Party will: (a) use the Disclosing Party's Confidential Information solely to exercise its rights and perform its obligations under the Agreement; (b) not disclose Confidential Information to any third party except as permitted by the Agreement; and (c) protect Confidential Information using the same degree of care it uses to protect its own confidential information of like kind (but no less than reasonable care). The Receiving Party may disclose Confidential Information only to its employees, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in the Agreement.
12.3 Return or Destruction
Upon the Disclosing Party's request or upon termination or expiration of the Agreement, the Receiving Party will promptly return or destroy (or permanently erase, in the case of electronic files) all copies of the Disclosing Party's Confidential Information that the Receiving Party does not have a continuing right to use under the Agreement, and upon request will certify compliance in writing, unless prohibited by applicable law.
12.4 Exceptions
The confidentiality obligations do not apply to information that the Receiving Party can demonstrate by competent evidence: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party without restriction; (c) was already known to the Receiving Party without restriction at the time of disclosure; or (d) was independently developed by the Receiving Party without use of or access to the Disclosing Party's Confidential Information.
12.5 Compelled Disclosure
The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that (to the extent legally permitted) the Receiving Party gives the Disclosing Party prompt written notice and reasonably cooperates (at the Disclosing Party's expense) if the Disclosing Party seeks a protective order or other appropriate remedy.
12.6 Injunctive Relief
The parties agree that any breach or threatened breach of this Section 12 may cause immediate, irreparable harm for which monetary damages would be an inadequate remedy. The non-breaching party may seek injunctive or equitable relief, in addition to any other remedies available at law, without the necessity of posting bond or proving actual damages to the extent permitted by law.
13. Indemnification
13.1 By Sellify AI (IP infringement)
Sellify AI will defend Customer against third-party claims that the Services infringe Intellectual Property Rights, subject to exclusions (including Customer Data, misuse, unsupported combinations, and third-party modifications). Sellify AI may procure the right to continue use, modify/replace, or terminate and provide any refund specified in a Service Order or required by law.
13.2 By Customer
Customer will indemnify, defend, and hold harmless Sellify AI and its affiliates from claims arising from Customer Data, Customer Communications, Customer's violation of law, or misuse of the Services.
13.3 Procedure
Indemnity obligations require prompt notice, defense/settlement control by the indemnifying party, and cooperation.
14. Term and Termination
The Agreement begins upon account registration and continues until terminated. Either party may terminate for material breach not cured within a reasonable cure period. Sellify AI may suspend/terminate as permitted by the Agreement. Refunds (if any) are governed by the Pricing Terms and any Service Order, subject to law. On termination, Sellify AI may delete Customer Data unless legally required to retain it.
15. Miscellaneous
15.1 Marketing
Sellify AI may list Customer name/logo as a customer reference; Customer may opt out by emailing support@sellifyai.com.
15.2 Governing law and venue (Utah)
This Agreement is governed by the laws of the State of Utah, without regard to conflict of law rules. The parties consent to the jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
15.3 Export Compliance
Customer agrees not to export, re-export, or transfer, directly or indirectly, any software, technology, or information forming part of the Services or Documentation in violation of applicable export control laws and regulations.
15.4 Severability
If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid and enforceable to the maximum extent permitted by law.
15.5 Waiver
No failure or delay by either party in exercising any right, power, or remedy under the Agreement will operate as a waiver. A waiver on one occasion will not be a waiver on any other occasion.
15.6 Assignment
Customer may not assign or transfer the Agreement (including by operation of law) without Sellify AI's prior written consent; any attempted assignment without consent is void. Sellify AI may assign the Agreement without Customer's consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets.
15.7 Force Majeure
Sellify AI is not responsible or liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, equipment failures, internet/telecommunications outages, labor disputes, war, terrorism, civil disturbances, pandemics/epidemics, fire, flood, severe weather, governmental actions, or other similar causes.
15.8 Independent Contractors
The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
15.9 Third-Party Beneficiaries
There are no third-party beneficiaries under the Agreement.
15.10 Notices
Notices to Customer may be provided by email to the most recent email address associated with Customer's account or through the Services. Customer is responsible for keeping its contact information current. Notices to Sellify AI must be sent to support@sellifyai.com (or another address we designate). Notices are deemed given on the first business day following successful transmission, and email notice will be effective even if Customer's email address is invalid or incapable of receiving notice due to Customer's failure to maintain current contact information.
15.11 Entire Agreement; Order of Precedence; Customer Forms
The Agreement documents constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, proposals, or representations on that subject. Order Documents (as defined in Section 2) control over these Terms and the Pricing Terms to the extent of any conflict. Any additional or different terms in any purchase order, acknowledgment, invoice, procurement portal, click-through terms, or other Customer-provided document are void and of no effect unless Sellify AI expressly agrees to those terms in an Order Document signed by Sellify AI.
15.12 Interpretation
Section headings are for convenience only and do not affect interpretation. Unless otherwise stated, "including" means "including without limitation."