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Master Subscription Agreement

Effective Date: September 15, 2026

In this document

  1. 01Definitions
  2. 02Provision of the Services
  3. 03Customer Data, Shopper Interaction Data, and Usage Data
  4. 04Feedback and AI Learning
  5. 05Ownership
  6. 06Fees, Payments, and Taxes
  7. 07Subscription Terms and Renewal
  8. 08Suspension and Termination
  9. 09Representations, Warranties, and Disclaimer
  10. 10Limitations of Liability
  11. 11Indemnification
  12. 12Confidentiality
  13. 13Miscellaneous
In this document
  1. 01Definitions
  2. 02Provision of the Services
  3. 03Customer Data, Shopper Interaction Data, and Usage Data
  4. 04Feedback and AI Learning
  5. 05Ownership
  6. 06Fees, Payments, and Taxes
  7. 07Subscription Terms and Renewal
  8. 08Suspension and Termination
  9. 09Representations, Warranties, and Disclaimer
  10. 10Limitations of Liability
  11. 11Indemnification
  12. 12Confidentiality
  13. 13Miscellaneous

This Master Subscription Agreement (“Agreement”) is between Hesient Inc., doing business as Sell & Tell (“Company,” “we,” “us,” or “our”) and you (if you act in your individual capacity) or the company, organization, or other legal entity on behalf of which you act as an authorized representative (in either case, “Customer”).

This Agreement governs Customer’s access to and use of Sell&Tell, including the Iris shopper Widget, the analytics dashboard, the Monday Brief, and before-and-after measurement (collectively, the “Services”). Sell&Tell offers one subscription for each Shopify store, as described in Sections 6 and 7. The Services are currently offered to merchants in the United States. Supplemental terms incorporated into this Agreement are the Acceptable Use Policy, Data Processing Agreement, Support & Availability Policy, and Shopify Addendum.

THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN CUSTOMER AND HESIENT INC. BY CREATING AN ACCOUNT THROUGH AN ACCEPTANCE MECHANISM, INSTALLING OR USING THE SERVICES, OR SUBSCRIBING TO THE SERVICES, CUSTOMER AGREES TO THIS AGREEMENT. ACCEPTING THIS AGREEMENT OR STARTING THE FREE TRIAL DOES NOT AUTHORIZE PAID BILLING; CUSTOMER MUST SEPARATELY CHOOSE AND APPROVE THE PAID SUBSCRIPTION THROUGH SHOPIFY.

1. Definitions

“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of such entity.

“Authorized User” means any individual who is an employee, consultant, contractor, or agent of Customer and who is granted access to the Services by Customer, solely in support of Customer’s internal business purposes.

“Conversation” means a single session in which a Shopper interacts with the Iris shopper assistant on Customer’s ecommerce store during a single visit, regardless of the number of micro-interactions, messages, reactions, polls, or taps exchanged during that session.

“Customer Data” means information provided by or processed on behalf of Customer through the Services, including product catalog and order data, store settings, Shopper Interaction Data, and Customer’s content.

“Documentation” means the Company’s documentation relating to the Services, as may be updated from time to time.

“Insight Data” means the aggregated analytics, recommendations, intelligence summaries, and actionable insights generated by the Sell&Tell analytics based on Shopper Interaction Data, presented through the Platform’s dashboard and reporting features.

“Platform” means the Sell & Tell software-as-a-service platform, including the Iris shopper assistant, the Sell&Tell analytics dashboard, and all associated features, tools, and interfaces.

“Shopper” means an individual visitor to, or customer of, Customer’s ecommerce store who interacts with the Iris shopper assistant widget embedded on Customer’s store.

“Shopper Interaction Data” means all data captured through Shoppers’ interactions with the Iris shopper assistant, including without limitation expressed preferences, stated objections, hesitations, product affinities, purchase intent signals, responses to micro-interactions (such as polls, reactions, and taps), and conversational content.

“Supplemental Terms” means additional terms and conditions that apply to Customer’s access and use of certain features or functionality.

“Widget” means the embeddable Iris shopper assistant interface that is installed on Customer’s ecommerce store and through which Shoppers engage with the Services.

“Term” means the duration of Customer’s trial and any approved paid subscription while service access continues. Recovery, deletion, and other surviving obligations continue for the periods specified in this Agreement.

2. Provision of the Services

2.1 Provision Generally

During the trial and any paid subscription term, the Company will provide Customer access to the Services in accordance with this Agreement. All features are included in the single subscription. Separately paid consulting, custom development, migration, and training services are not offered.

2.2 Grant of Rights

Subject to compliance with this Agreement, including payment of fees, the Company hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to: (a) access and use the Services, including the Sell&Tell dashboard and analytics, solely for Customer’s internal business purposes; (b) install and operate the Widget on Customer’s ecommerce store(s) to enable Shoppers to interact with the Iris shopper assistant; and (c) permit Shoppers to interact with the Widget as part of their shopping experience on Customer’s store, in each case only during the Term. All rights not expressly granted to Customer in this Agreement are reserved by the Company and its licensors.

2.3 One Subscription; No Usage Charges

Sell&Tell has one subscription, with every feature included. There are no per-visitor or per-conversation charges, usage tiers, conversation allotments, or overage fees. Security controls and enforcement of the Acceptable Use Policy protect the Services against abuse and do not create a paid usage tier.

2.4 Eligibility Requirements

Customer represents and warrants that: (a) Customer has the necessary rights and authority to enter into and perform this Agreement; (b) all information provided by Customer, including registration information, store information, and payment information, is accurate, complete, and current; (c) Customer will access and use the Services in compliance with all applicable laws, including all laws pertaining to data privacy and consumer protection; (d) Customer has obtained and will maintain all necessary consents from Shoppers for the collection and processing of Shopper Interaction Data through the Widget, as required by applicable law; and (e) none of the Customer Data will contain unlawful, defamatory, offensive, harassing, abusive, fraudulent, or obscene content.

2.5 Service Restrictions

Except as expressly permitted under this Agreement, Customer will not (and will not authorize any third party to): (i) use the Services to develop or market any product, software, or service that is functionally similar to or derivative of the Services; (ii) license, sublicense, sell, resell, distribute, rent, lease, or otherwise commercially exploit the Services to any third party; (iii) alter, modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of any software associated with the Services, including the Widget or the Sell&Tell AI features; (iv) use any data obtained through the Services to build or improve competing machine learning models, analytics tools, or shopper intelligence platforms; (v) use tracking technologies in conjunction with the Services to track individuals for ad targeting or data brokering purposes in violation of applicable law; (vi) misrepresent insights generated by Sell&Tell as statistically guaranteed outcomes or as professional advice; or (vii) falsely imply any sponsorship by or association with the Company.

2.6 Customer Support and Availability

Email support is included for every Customer at team@sellandtell.ai. The Company will provide an initial response within twenty-four (24) hours after receiving a support request, including weekends and holidays. This is a response commitment, not a guaranteed resolution time. There is no contractual uptime percentage or service-credit program. See the Support & Availability Policy.

2.7 Modification of Services

The Company retains the right to modify the Services, including any features and functionality, during the Term. If such modification materially reduces the core functionality of the subscribed Services (specifically, the Iris shopper assistant’s ability to capture Shopper interactions or the Sell&Tell dashboard’s ability to generate Insight Data), Customer may terminate the applicable Subscription and receive a pro-rata refund for any pre-paid fees for Services not provided after that termination.

2.8 Shopify Installation and Merchant Control

Customer must maintain a compatible Shopify store and control installation and activation of the Widget. The app reads Shopify product, order, and theme information as described in the Shopify Addendum. It does not edit themes, tag customers, change metafields, or otherwise write to Shopify. Customer switches the Widget on or off in Shopify’s theme editor and decides whether to make changes suggested by the Services. Customer is responsible for internet access and its own systems.

2.9 Customer Personal Data

The Data Processing Agreement governs personal information processed on Customer’s behalf and forms part of this Agreement. The Privacy Notice and Cookie Policy describe the relevant data practices.

3. Customer Data, Shopper Interaction Data, and Usage Data

3.1 Customer Data

Customer is solely responsible for all data and information that Customer and Authorized Users input into the Services, including store branding, product information, and configuration settings. The Company does not guarantee, and Customer is solely responsible for reviewing and assessing, the accuracy, integrity, and quality of Customer Data.

3.2 Shopper and Order Data

The shopper-side Widget records dwell time, scrolling, the page zone being read, variant changes, cart actions, and the page address. Its automatic behavioral events do not include a shopper’s name, email address, or IP address, and it does not read the Shopify customer login. It uses a random visitor identifier in a first-party cookie and browser storage for one year, together with a session identifier for each browser tab. Random identifiers can still constitute personal information even though they do not contain a name. A behavioral summary describes a visit; it is not a device fingerprint. Text a shopper enters into the panel is stored, up to 2,000 characters, and can include personal information voluntarily entered by that shopper.

The Shopify order integration uses new-order webhooks and synchronization of past orders. The Company stores order identifiers and numbers, totals, status, payment method, and line items. Stored order records do not contain buyer names or email addresses. Order data is used only to attribute revenue to a Widget session using the order identifier, never by matching the buyer’s identity. The app does not read Shopify’s customer list and has no Shopify write permissions.

By default, the shopper-side script starts without waiting for a cookie banner. It can wait for consent when the merchant’s banner sends the required signal. Installation alone does not establish consent integration. Customer is responsible for providing accurate notices and configuring and verifying any consent or opt-out controls required for its store before collection begins.

As between the parties, Customer owns and controls data processed on its behalf, subject to this Agreement and the DPA.

3.3 Insight Data

The Sell&Tell analytics generates Insight Data by analyzing Shopper Interaction Data. Customer may use Insight Data for any lawful internal business purpose, including optimizing product pages, adjusting pricing strategies, improving store copy, and informing merchandising decisions. Customer acknowledges that Insight Data is generated through probabilistic AI processing and may not be perfectly accurate. The Company is not liable for any business decisions made based on Insight Data.

3.4 Usage Data and Aggregate Data

The Company processes operational usage information to provide, secure, support, and improve the Services. During and after the term, it may use lawfully de-identified or aggregated information that does not identify a person or Customer to improve its products, without compensation. This permission does not override the restrictions on personal information in the DPA or the deletion requirements in Section 7.4.

4. Feedback and AI Learning

4.1 Feedback

To the extent Customer provides the Company with any suggestions, enhancement requests, recommendations, or other feedback regarding the Services (“Feedback”), Customer hereby grants the Company a fully paid-up, royalty-free, worldwide, transferable, sublicensable, assignable, irrevocable, and perpetual license to implement, modify, commercially exploit, incorporate into the Services, and otherwise use such Feedback. All Feedback is provided “AS IS” without warranty.

4.2 Machine Learning and AI Improvement

The Company may improve its own AI models using de-identified or aggregated data that does not identify any individual. Personally identifiable information, including personal information within free-text responses, must be excluded before data is used for training. The Company will not attempt to re-identify training data. Third-party AI providers may process data to deliver the Services, but may not use Customer Data or Shopper Interaction Data to train their own models, and the Company requires that restriction in its provider agreements.

4.3 AI Output Disclaimer

CUSTOMER ACKNOWLEDGES THAT, DUE TO THE NATURE OF MACHINE LEARNING AND ARTIFICIAL INTELLIGENCE, THE INSIGHT DATA AND OTHER OUTPUT GENERATED BY THE SERVICES MAY NOT BE UNIQUE ACROSS USERS AND THE SERVICES MAY GENERATE SIMILAR OUTPUT FOR MULTIPLE CUSTOMERS. CUSTOMER FURTHER ACKNOWLEDGES THAT AI INVOLVES PROBABILISTIC PROCESSING AND MAY IN SOME SITUATIONS RESULT IN INACCURATE OUTPUT. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND ASSESSING ALL INSIGHT DATA AND OTHER OUTPUT BEFORE ACTING UPON IT. THE COMPANY IS NOT LIABLE FOR ANY DAMAGES CUSTOMER OR ANY THIRD PARTY ALLEGES TO INCUR AS A RESULT OF INSIGHT DATA OR OTHER AI-GENERATED CONTENT.

5. Ownership

5.1 Company Technology

The Services consist of and are supported by the Company’s proprietary technology, including the Sell&Tell AI features, algorithms, user interfaces, Widget code, dashboard designs, know-how, techniques, and other tangible or intangible technical material (collectively, “Company Technology”). As between the parties, all rights, title, and interest in and to the Company Technology are and will remain owned by the Company or its licensors. This Agreement conveys no right, title, or interest in the Company Technology other than a limited right to access and use the Services in accordance with this Agreement.

5.2 Customer Data

As between the parties, Customer or its licensors owns Customer Data. Customer grants the Company a worldwide, non-exclusive, royalty-free right to use, reproduce, store, and process Customer Data only to provide the Services and perform the obligations specified in this Agreement and the DPA. Product improvement and model training are subject to the de-identification and purpose restrictions in Sections 3.4 and 4.2. This license does not permit an additional use of identifiable order data or extend the deletion period in Section 7.4.

5.3 Trademarks

No right or license is granted under any trademarks, service marks, trade names, or logos of the Company, including the Sell&Tell and Iris names and associated branding. Customer will not remove any Company trademark, proprietary notice, or label from the Services or Documentation.

6. Fees, Payments, and Taxes

6.1 Subscription Fee

The single Sell&Tell subscription costs US$179 per Shopify store per month, plus applicable taxes, billed only through Shopify on the recurring billing cycle displayed in Shopify’s approval screen. Shopify recurring monthly app charges use a thirty-day billing cycle. There is no annual subscription. Every feature is included, with no per-visitor charges, conversation allotments, usage tiers, or overage fees.

6.2 Billing Authorization

Customer must affirmatively choose to subscribe and approve the recurring charge through Shopify. The free trial does not automatically convert into a paid subscription. After approval, Shopify bills the subscription on a recurring basis until cancellation. No separate credit-card or ACH billing arrangement applies to this subscription. Customer remains responsible for valid charges incurred before cancellation and any applicable taxes.

6.3 Refunds

There is no money-back guarantee. Fees are non-refundable for ordinary cancellation, including unused days in the current paid period, except as required by law or expressly provided in this Agreement. Cancellation stops the next renewal and paid access continues through the current paid period. The express remedy for a material reduction in core functionality in Section 2.7 remains applicable. Billing questions and disputed charges should be sent to team@sellandtell.ai.

6.4 Taxes

Subscription fees exclude applicable sales, use, and other taxes that the Company or Shopify is required to collect. Shopify’s billing record identifies the applicable charges and taxes.

7. Subscription Terms and Renewal

7.1 Twenty-One-Day Free Trial

The twenty-one (21) day free trial starts when Customer installs Sell&Tell on its Shopify store. No card is needed for the trial. The Company sends an email reminder three (3) days before the trial ends. Customer must choose to subscribe and approve the paid subscription through Shopify to continue after the trial. If Customer does not subscribe, paid billing does not begin, service access ends when the trial expires, and the recovery window in Section 7.4 applies.

7.2 Paid Term and Renewal

Once Customer chooses and approves the paid subscription, it renews automatically on the recurring Shopify billing cycle until cancelled. The subscription period is the period shown in Shopify; there is no annual term. The Company will give at least sixty (60) days’ notice of a fee increase. Any required new Shopify billing approval must be obtained before an increased charge applies. Customer may cancel before the affected renewal.

7.3 One-Click Cancellation

Customer can cancel the next renewal in one click using the Cancel subscription button in Sell&Tell account settings. No thirty-day notice or email request is required. Access continues through the current paid period. If the button is unavailable, contact team@sellandtell.ai for assistance. Uninstalling the app disconnects it from the store and Shopify automatically cancels the app subscription under Shopify’s billing rules. Uninstallation does not create a separate continuing Sell&Tell charge. Shopify controls charges already incurred and any remaining-period reinstatement; uninstalling stops the store integration even if a paid period has time remaining.

7.4 Export, Recovery, and Deletion

After the trial ends without a paid subscription, or after paid access expires or otherwise ends, Customer has seven (7) calendar days to export or recover its store data. Customer may request export or recovery at team@sellandtell.ai. The Company deletes that store data on the eighth day after access ends. Cancelling a renewal does not start this window while paid access continues. A recovery request does not extend the deletion deadline; Customer should complete its export within the seven-day window. This does not require deletion of records that applicable law requires the Company to retain, which will be restricted to that legal purpose, or of lawfully de-identified or aggregated information that no longer identifies a person or Customer.

7.5 Retention During Active Service

Raw shopper behavior is deleted after ninety (90) days during active service. The shorter store-data deletion deadline in Section 7.4 applies once access ends. The visitor identifier in a first-party cookie and browser storage has a one-year lifetime on the shopper’s device; deleting server-side data does not remotely clear that browser storage. See the Cookie Policy for browser controls.

8. Suspension and Termination

8.1 Temporary Suspension

The Company may, in its sole discretion and upon notice to Customer, suspend Customer’s access to the Services due to Customer’s breach of this Agreement until the breach has been remedied. The Company may also restrict or suspend the Services if we reasonably believe that Customer has violated this Agreement, or if we detect malicious activity or software. Unless legally prohibited, we will use commercially reasonable efforts to notify Customer via email.

8.2 Survival

Obligations accrued before termination survive. Sections 1, 3, 4, 5, 6, 7.4, 8.2, and 9 through 13, together with any obligations that by their nature should survive, remain effective after termination, subject to their stated purposes and data-retention limits.

9. Representations, Warranties, and Disclaimer

9.1 Mutual Representations

Each party represents and warrants that: (a) it is duly organized and in good standing; (b) it has the authority to enter into this Agreement; (c) its obligations under this Agreement are valid and enforceable; and (d) its performance does not conflict with any other agreement to which it is subject.

9.2 Company Warranty

The Company further warrants that: (a) it will provide the Services in a competent and workmanlike manner, consistent with industry standards; and (b) it owns or has sufficient rights to grant the rights granted to Customer under this Agreement. The Company does not warrant that it will correct all defects or that the Services will be uninterrupted or error-free. The Company makes no warranty regarding features or services provided by third parties, including Shopify or any other ecommerce platform.

9.3 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW. THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, OR WILL OPERATE WITHOUT ERROR. THE COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INSIGHT DATA OR OTHER AI-GENERATED OUTPUT.

10. Limitations of Liability

10.1 Damages Cap

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE COMPANY’S TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAYABLE BY CUSTOMER TO THE COMPANY UNDER THIS AGREEMENT OVER THE TWELVE (12) MONTHS PRIOR TO WHEN THE LAST LIABILITY AROSE.

10.2 Disclaimer of Indirect Damages

IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA, PROFITS, REVENUE, OR BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT, OR OTHERWISE.

10.3 Exceptions

The limitations in Sections 10.1 and 10.2 will not apply to liability arising from: (a) the Company’s willful misconduct; (b) the Company’s indemnification obligations; or (c) an unauthorized use or disclosure of Customer Data in breach of this Agreement or the DPA, in which case the Company’s liability will be capped at twice the amount set out in Section 10.1.

10.4 Basis of the Bargain

The parties agree that the limitations of liability and exclusion of damages set forth in this Section 10 are a fundamental basis of the bargain, that the Company has set its fees in reliance on these limits, and that they will apply notwithstanding any remedy failing its essential purpose.

11. Indemnification

11.1 Company Indemnification

The Company will defend and indemnify Customer from and against any third-party claims to the extent it is proven that any part of the Services infringes, misappropriates, or otherwise violates such third party’s intellectual property rights when used as authorized in this Agreement.

11.2 Customer Indemnification

Customer will indemnify, defend, and hold the Company and its affiliates harmless against any third-party claims arising out of or in connection with: (a) use of the Services by Customer, Authorized Users, or Shoppers in breach of this Agreement; (b) negligence, fraud, or willful misconduct of Customer; (c) Customer’s failure to comply with any obligation under this Agreement; (d) Customer’s breach of applicable law, including failure to obtain necessary consents from Shoppers; and (e) any allegation that Customer Data infringes or violates the rights of a third party.

11.3 Indemnification Process

The party to be indemnified will: (a) provide prompt notice of the claim; (b) give the indemnifying party the option to conduct the defense; and (c) provide reasonable assistance. No claim may be settled without the prior written consent of the indemnified party.

12. Confidentiality

Each party acknowledges that confidential information may be disclosed in the course of this Agreement (“Confidential Information”). Each party will: (a) protect Confidential Information using at least the same degree of care as it uses for its own highly sensitive information, but no less than reasonable care; (b) not use Confidential Information except as necessary to exercise its rights or fulfill its obligations under this Agreement; and (c) not disclose Confidential Information except to its service providers, financial or legal advisors, who have a need to know and are bound by appropriate non-disclosure obligations. A party may disclose Confidential Information if required by law, provided that the disclosing party gives the other party prompt written notice where legally permitted.

13. Miscellaneous

13.1 Compliance with Laws

Each party will comply with all applicable laws, rules, and regulations. Customer will not, and will not permit any Authorized User or Shopper to, access or use the Services in any U.S.-embargoed or sanctioned country or region, or if named on any U.S. government restricted-party list.

13.2 Assignment

Customer may not assign this Agreement without the prior written consent of the Company. The Company may assign this Agreement to any third party, including in connection with a merger, acquisition, or sale of assets. Any purported assignment in violation of this paragraph is null and void.

13.3 Entire Agreement

This Agreement and its incorporated Supplemental Terms contain the complete understanding between the parties about the Services. For personal-data processing the DPA controls; for Shopify platform requirements the Shopify Addendum controls; otherwise this Agreement controls. The Website Terms govern the marketing website and do not replace this Agreement for the Services.

13.4 Amendment

The Company may amend this Agreement from time to time. When the Company makes a material change, it will update the Effective Date and notify Customer not less than thirty (30) days prior to the effective date. Continued access to the Services following the effective date of any amendment constitutes Customer’s consent to such amendment.

13.5 Governing Law

This Agreement is governed by the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, without giving effect to conflicts of laws provisions.

13.6 Disputes and Arbitration

Any controversies or disputes between Customer and the Company will be settled through binding and confidential arbitration conducted before one commercial arbitrator from the American Arbitration Association (“AAA”), governed by the AAA’s Commercial Arbitration Rules. The legal seat and venue of arbitration will be San Francisco, California. ANY CLAIMS MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Either party may seek emergency equitable relief in the state or federal courts located in San Francisco, California, to maintain the status quo pending arbitration. Any court proceeding arising from this Agreement that is permitted outside arbitration, including proceedings to compel arbitration or enforce an award, must be brought in those courts. The parties consent to their jurisdiction and venue, subject to any non-waivable rights under applicable law.

13.7 Force Majeure

The Company will not be liable for any failure or delay caused by events beyond its reasonable control, including acts of God, natural disasters, governmental actions, war, terrorism, pandemics, labor disputes, cybersecurity attacks, telecommunications breakdowns, or power outages, provided that the Company promptly notifies Customer and resumes performance as soon as practicable.

13.8 Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship.

13.9 Severability

If any provision of this Agreement is found invalid, illegal, or unenforceable, such invalidity will not affect any other provision, and the remaining provisions will remain in full force and effect.

13.10 Waiver

No waiver by either party of any provision is effective unless set forth in writing and signed by such party. No failure to exercise any right will constitute a waiver thereof.

13.11 Notice

The Company may send notices to Customer’s account email address. Customer must keep that address current. Notices to the Company, including legal notices and privacy or support requests, must be sent to team@sellandtell.ai, addressed to Hesient Inc. Email notices are effective upon confirmation of transmission. This does not replace any method of service required by applicable law.

If you have any questions about this document, please contact us at team@sellandtell.ai.

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