Effective Date: February 18, 2026
This Master Subscription Agreement ("Agreement") is between Social4Commerce 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 (a) Customer's subscription to access and use the Sell & Tell software-as-a-service platform, including but not limited to the SELL conversational AI agent, the TELL intelligence and analytics dashboard, any related application programming interfaces, integrations with third-party ecommerce platforms (including Shopify), and all related mobile applications, widgets, and add-ons to which Customer subscribes (collectively, the "Services") under the applicable subscription plan(s) selected by Customer and described at sellandtell.ai/pricing or in an applicable Order Form (the "Subscription Plan"); and (b) the Authorized Users' and Shoppers' (as each term is defined below) access to and use of the Services.
THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN CUSTOMER AND SOCIAL4COMMERCE INC. BY USING THE SERVICES, SELECTING A SUBSCRIPTION PLAN, ENTERING INTO AN ORDER FORM, OR OTHERWISE SUBSCRIBING TO THE SERVICES, OR AUTHORIZING ANY AUTHORIZED USERS OR SHOPPERS TO ACCESS OR USE THE SERVICES, CUSTOMER AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT.
"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 SELL AI agent 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 all data stored by or on behalf of Customer, or at Customer's direction, in the Services, including without limitation product catalog information, branding configurations, and any content Customer uploads to or creates within the Platform.
"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 TELL AI agent 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 SELL conversational AI agent, the TELL intelligence 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 SELL AI agent widget embedded on Customer's store.
"Shopper Interaction Data" means all data captured through Shoppers' interactions with the SELL AI agent, 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 SELL AI agent interface that is installed on Customer's ecommerce store and through which Shoppers engage with the Services.
During the Term (as defined below), the Company will provide Customer access to the subscribed Services based on Customer's applicable Subscription Plan, in accordance with this Agreement and any Supplemental Terms. This Agreement does not cover professional services such as custom onboarding, strategic consulting, or implementation assistance, which may be provided under a separate Professional Services Agreement.
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 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 SELL AI agent; 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.
Each Subscription Plan includes a specified monthly allotment of Conversations. If Customer's use exceeds the volume of Conversations permitted under the applicable Subscription Plan ("Excess Use"), Customer will either: (a) upgrade to a Subscription Plan that accommodates the Excess Use; or (b) pay the Company the difference between the amounts applicable to the appropriate plan and the amounts paid or payable under Customer's current plan, promptly upon the earlier of the Company's notice to Customer or Customer's becoming aware of the Excess Use. Customer may not downgrade its Subscription Plan during the then-current Subscription Term. Downgrades may only take effect at renewal, provided that Customer provides notice in accordance with Section 7.5.
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.
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 and TELL AI agents; (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 TELL as statistically guaranteed outcomes or as professional advice; or (vii) falsely imply any sponsorship by or association with the Company.
The Company will use commercially reasonable efforts to make the subscribed Services available 24 hours a day, 7 days a week, except during planned downtime for upgrades and maintenance. Customer's Subscription Plan includes standard customer support at no additional cost. The level of support (email, priority, or dedicated) corresponds to the applicable Subscription Plan. Customer will cooperate with the Company as reasonably necessary for the Company to provide the Services and support.
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 SELL agent's ability to capture Shopper interactions or the 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.
Customer is responsible, at its own expense, for: (a) maintaining a compatible ecommerce platform (currently Shopify) and ensuring the Widget is properly installed; (b) obtaining Internet access and any applicable hardware, software, and data communications services required to connect to the Services; and (c) maintaining the network infrastructure needed to access the Platform. The Company is not responsible for any third-party software, hardware, or ecommerce platform issues not caused by the Company.
To the extent that the Company processes any Customer Personal Data (as defined in the DPA), the terms of the Data Processing Agreement (DPA), available at sellandtell.ai/legal/dpa, are incorporated into and form part of this Agreement.
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.
Customer acknowledges that the operation of the SELL AI agent on Customer's store generates Shopper Interaction Data through natural micro-interactions with Shoppers. Customer is responsible for ensuring that its store provides adequate notice to Shoppers regarding the collection and use of Shopper Interaction Data, in compliance with applicable privacy laws. As between the parties, Customer owns and controls the Shopper Interaction Data, subject to the licenses granted herein.
The TELL AI agent 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.
Customer acknowledges that the use of the Services generates data relating to the configuration and operation of the Services, Customer's use of and interactions with the Platform, and support provided in connection with the Services ("Usage Data"). The Company may also create aggregated statistics that do not identify Customer or any individual Shopper ("Aggregate Data"). The Company may, during and after the Term, use Usage Data and Aggregate Data to develop, improve, support, and operate its products and services without providing any compensation to Customer.
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.
Customer acknowledges and agrees that the Company may use information gathered in the course of providing the Services, including Shopper Interaction Data, Feedback, Aggregate Data, and Usage Data, to build and improve the Company's internal machine learning and artificial intelligence models, to the extent permitted by law and consistent with the Company's obligations under this Agreement and applicable privacy laws. The Company will not use Customer Data to improve or train any third-party provider's models. Any third-party AI provider utilized by the Company will operate under data processing agreements that prohibit such providers from using Customer Data to train their own models.
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.
The Services consist of and are supported by the Company's proprietary technology, including the SELL and TELL AI agents, 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.
As between the parties, all rights, title, and interest in and to the Customer Data are and will remain owned by Customer or its licensors. Subject to the terms of this Agreement, Customer grants the Company a worldwide, non-exclusive, royalty-free right to use, reproduce, store, modify, and process the Customer Data: (a) during the Term, to provide the Services and perform related obligations; and (b) during the Term and thereafter, to maintain, improve, and develop the Company's products and services, including for data analysis, developing new features, and identifying usage trends, provided that such use after the Term will only involve de-identified, anonymized, or aggregated data.
No right or license is granted under any trademarks, service marks, trade names, or logos of the Company, including the Sell & Tell name, the SELL and TELL agent names, and any associated branding. Customer will not remove any Company trademark, proprietary notice, or label from the Services or Documentation.
In consideration of the Services, Customer will pay the Company the fees set forth in the applicable Subscription Plan or Order Form ("Subscription Fees"). Unless otherwise stated, Subscription Fees are due at the start of each Subscription Term, are non-cancelable once incurred, and are non-refundable except as expressly provided in this Agreement (including the 30-day money-back guarantee described in Section 7.8). Customer's use of the Services is subject to the Conversation limits and other limitations in the applicable Subscription Plan.
All fees will be paid by credit card or, if agreed to in writing by the Company, through automated clearing house ("ACH") transfers. By providing a payment method, Customer authorizes the Company and its third-party payment processor(s) to charge that payment method for the applicable fees and taxes on a recurring basis until Customer cancels the Subscription.
Customer will pay interest on all late payments for amounts not subject to a timely good faith dispute at the lesser of: (a) 1.5% per month; and (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer will reimburse the Company for all reasonable costs, including reasonable attorneys' fees, incurred in collecting unpaid undisputed amounts.
All amounts due under this Agreement are exclusive of all sales, use, excise, value added, and other taxes, duties, and charges ("Taxes"). Customer agrees to pay all applicable Taxes that the Company is legally required to collect. If Customer has an obligation to withhold any amounts under applicable law, Customer will gross up the payments so that the Company receives the full amount quoted and invoiced.
SUBSCRIPTIONS ARE AVAILABLE ON AN AUTOMATICALLY RENEWING BASIS. CUSTOMER'S SUBSCRIPTION WILL COMMENCE UPON SELECTION OF A SUBSCRIPTION PLAN AND WILL CONTINUE FOR THE INITIAL SUBSCRIPTION PERIOD (THE "INITIAL TERM"). IF THE SUBSCRIPTION IS NOT CANCELLED AT THE EXPIRATION OF THE INITIAL TERM, IT WILL AUTOMATICALLY RENEW FOR SUCCESSIVE TERMS OF EQUAL LENGTH (EACH, A "RENEWAL TERM") UNTIL CUSTOMER CANCELS IN ACCORDANCE WITH SECTION 7.5.
The Company reserves the right to increase Subscription Fees following the Initial Term, for any Renewal Term, on at least sixty (60) days' prior notice. If Customer objects to the fee increase, Customer may cancel the applicable Subscription before the first Renewal Term to which the increase applies.
If Customer upgrades its Subscription Plan during a Subscription Term, incremental fee increases will be charged for the remainder of the then-current term. Customer may not downgrade its Subscription Plan during any Subscription Term. To downgrade for a subsequent term, Customer must provide written notice no less than: (a) thirty (30) days prior to the end of the then-current term for annual subscriptions; or (b) five (5) days prior to the end of the then-current term for monthly subscriptions, by contacting billing@sellandtell.ai.
If Customer downgrades to a plan with a shorter insight history retention window, the Company will retain Customer's newest data within the new plan's retention period and archive older data beyond that window. Archived data will not be deleted and will become accessible again if Customer subsequently upgrades to a plan with a longer retention period.
To cancel any Subscription, Customer must provide written notice no less than thirty (30) days prior to the end of the then-current Subscription Term, regardless of whether the Subscription is monthly or annual. Notice must be provided through the Platform's account settings or by contacting billing@sellandtell.ai. Customer's Subscription will continue through the end of the then-current Subscription Term.
The Company may deactivate Customer's account, suspend or terminate Customer's Subscription, or stop providing the Services (or any portion thereof) without liability, at any time, if Customer violates any provision of this Agreement. Upon termination or expiration, all rights granted to Customer will terminate, and Customer will cease accessing the Services. If requested by Customer, the Company will make Customer Data available for export for forty-five (45) days after the effective date of termination or expiration.
The Company offers a free Subscription Plan that includes a limited number of monthly Conversations and a limited insight history retention period. The free plan is provided at the Company's sole discretion and may be modified, suspended, or discontinued at any time. The free plan is subject to all terms of this Agreement except for payment obligations.
For paid Subscription Plans, the Company offers a thirty (30) day money-back guarantee from the date of initial subscription. If Customer is not satisfied with the Services within the first thirty (30) days, Customer may request a full refund by contacting billing@sellandtell.ai. This guarantee applies only to the first Subscription Term and does not apply to Renewal Terms, upgrades, or additional charges for Excess Use.
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.
Upon termination or expiration of the Term, any obligations that have accrued prior to termination will survive. In addition, Sections 1, 3, 4, 5, 6, 8.2, and 9 through 13 (inclusive), as well as any other provisions that by their nature should survive, will survive termination or expiration.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
This Agreement, together with any Supplemental Terms and applicable Order Forms, contains the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, oral or written.
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.
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.
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. 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 before the state or federal courts in the State of Delaware to maintain the status quo pending arbitration.
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.
The relationship between the parties is that of independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship.
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.
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.
The Company may give notices by email to Customer at the email address provided during account creation. Such notices will be effective upon confirmation of transmission.
© 2026 Social4Commerce Inc. All rights reserved. Sell & Tell is a trademark of Social4Commerce Inc.
If you have any questions about this document, please contact us at team@sellandtell.ai