Terms of Service

1. Acceptance of Terms and Binding Agreement

Welcome to Listora AI ("Company," "we," "our," or "us"). These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and Listora AI regarding your use of our AI-powered e-commerce content generation platform, website, mobile applications, marketplace integrations (including Amazon Hub and Walmart Hub), and all related services (collectively, the "Service").

IMPORTANT: BY ACCESSING, USING, OR REGISTERING FOR OUR SERVICE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING OUR PRIVACY-FIRST APPROACH, MARKETPLACE HUB DISCLAIMERS, AUTO-REPRICER TERMS, ARBITRATION CLAUSE, AND CLASS ACTION WAIVER. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR SERVICE.

These Terms apply to all users, including visitors, registered users, and premium subscribers. By using our Service, you represent that you are at least 18 years old and have the legal capacity to enter into this Agreement.

2. Description of Service and AI Technology

Listora AI provides an artificial intelligence-powered platform designed to help users generate e-commerce content and manage marketplace operations, including but not limited to:

• AI-generated product descriptions and marketing copy
• Content optimization for multiple e-commerce platforms (Amazon, Shopify, eBay, Etsy, Instagram, etc.)
• Voice-to-content generation and audio processing capabilities
• Image processing, editing, and background removal tools
• Content templates, variations, and customization options
• Third-party platform integrations and publishing tools
• Export capabilities and bulk processing features
• Analytics and performance tracking tools
• Amazon Hub: Amazon Seller Central integration, Buy Box monitoring, Auto-Repricer, bulk price and inventory updates, cross-listing capabilities
• Walmart Hub: Walmart Marketplace integration (Verified Solution Provider), offer matching, bulk operations, price and inventory management

CRITICAL AI DISCLAIMER: Our Service uses artificial intelligence and machine learning algorithms that are inherently unpredictable and subject to limitations. While we strive for accuracy and quality, AI-generated content may contain errors, inaccuracies, biases, inappropriate material, or content that violates third-party platform policies. YOU ARE SOLELY RESPONSIBLE for reviewing, editing, verifying, and ensuring compliance of all content before use.

Export Control Notice: Our AI technology may be subject to export control laws. Access may be restricted in certain countries or for certain individuals or entities subject to sanctions.

3. Marketplace Hub Services - CRITICAL TERMS

3.1 Amazon Hub and Auto-Repricer Terms

The Amazon Hub feature, including the Auto-Repricer, provides tools to manage your Amazon Seller Central account. BY USING THESE FEATURES, YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO THE FOLLOWING:

3.1.1 Your Responsibilities for Amazon Hub

• Set Appropriate Min/Max Prices: You MUST configure minimum price limits to protect your margins. Failure to do so may result in selling products below cost.
• Monitor Your Account: You are responsible for regularly monitoring your Amazon account, prices, and repricer activity.
• Maintain Valid Credentials: You must ensure your Amazon OAuth connection remains valid and authorized.
• Comply with Amazon Policies: You must comply with all Amazon Seller Central policies, terms of service, and pricing guidelines.
• Accurate Product Costs: If using margin-based pricing, you must provide accurate product cost information.
• Review Price Changes: You should regularly review price changes and repricer activity logs to ensure they align with your business goals.

3.1.2 Specific Auto-Repricer Risks You Accept

By enabling the Auto-Repricer, you expressly accept the following risks:

• Prices may be lowered to your minimum limit automatically
• Rapid price changes may occur in competitive markets
• You may inadvertently engage in price wars with competitors
• System delays or errors may result in outdated prices being submitted
• Amazon may reject or delay price updates for various reasons
• Buy Box status may change between monitoring intervals
• Your configured settings may not achieve your desired outcomes
• External factors (market conditions, competitor behavior) may impact results

3.1.3 Repricer Intelligence Dashboard

The Repricer Intelligence Dashboard is an analytics and monitoring tool available to eligible paid subscribers. By using this feature, you acknowledge and agree to the following:

3.2 Walmart Hub Terms

The Walmart Hub feature provides tools to manage your Walmart Marketplace account. BY USING THESE FEATURES, YOU ACKNOWLEDGE AND AGREE:

3.3 General Marketplace Integration Disclaimers

For ALL marketplace integrations (Amazon, Walmart, and any future integrations):

• Third-Party Platforms: Amazon and Walmart are third-party platforms with their own terms, policies, and requirements. We have no control over their actions, policies, or decisions.
• Account Suspensions: We are NOT liable for any account suspensions, bans, or restrictions imposed by Amazon, Walmart, or any other marketplace, regardless of whether they result from using our Service.
• Data Accuracy: While we strive to display accurate marketplace data, we do NOT guarantee the accuracy, completeness, or timeliness of any data retrieved from third-party APIs.
• Service Interruptions: Marketplace APIs may experience downtime, rate limiting, or errors. We are NOT responsible for any consequences of such interruptions.
• Policy Changes: Amazon and Walmart may change their APIs, policies, or terms at any time. We are NOT responsible for adapting to such changes in real-time.
• Fee Changes: Marketplace fees may change. We are not responsible for calculating or accounting for marketplace fees.

4. User Registration and Account Security

4.1 Account Creation Requirements

• You must provide accurate, current, and complete information during registration
• You must be at least 18 years old or the age of majority in your jurisdiction
• You may only create one account per person or entity
• You must verify your email address before accessing certain features
• You may not register if you are located in a restricted jurisdiction

4.2 Account Security and Responsibility

• You are solely responsible for maintaining the confidentiality of your login credentials
• You are fully responsible for all activities that occur under your account
• You must immediately notify us of any suspected unauthorized use of your account
• We are not liable for any loss or damage arising from unauthorized account access due to your failure to maintain security
• You agree to use strong passwords and enable two-factor authentication when available

4.3 Marketplace Account Connections

• You are responsible for authorizing marketplace connections (Amazon, Walmart) and ensuring you have the right to connect such accounts
• You may disconnect marketplace accounts at any time, which will immediately disable related features including the Auto-Repricer
• You are responsible for any actions taken on your marketplace accounts through our Service, whether authorized or unauthorized
• You must maintain valid OAuth authorization for marketplace features to function

4.4 Account Suspension and Termination

We reserve the right to suspend, disable, or terminate your account at any time, with or without notice, for any violation of these Terms, suspicious activity, legal requirements, or any reason we deem appropriate in our sole discretion.

5. Acceptable Use Policy and Prohibited Activities - ENHANCED

5.1 Prohibited Content Generation

You agree NOT to use our Service — including text generation, image generation, image editing, voice transcription, or any other AI feature — to generate, upload, process, store, or distribute content that:

Strictly prohibited (zero tolerance — immediate termination and reporting to authorities):

• Child Sexual Abuse Material (CSAM): Any content that sexualizes minors or depicts minors in a sexual, exploitative, or suggestive context, in whole or in part, real or AI-generated. We report all suspected CSAM to the National Center for Missing & Exploited Children (NCMEC) CyberTipline and to law enforcement.
• Non-consensual intimate imagery: Sexual, nude, or otherwise intimate depictions of real, identifiable individuals created or modified without their explicit consent (commonly called "deepfake pornography" or "revenge-porn" content).
• Deceptive deepfakes of real people: Synthetic or manipulated media depicting real, identifiable individuals (including public figures) saying or doing things they did not say or do, where such media is intended to deceive, defame, defraud, harass, or unlawfully impersonate.
• Content depicting violence against persons, terrorism, or extremism: Including incitement to violence, content glorifying mass-casualty events, or content promoting designated terrorist organizations.
• Content used to plan or commit fraud, identity theft, or financial crimes against any person or marketplace.

Also prohibited:

• Illegal, harmful, threatening, abusive, harassing, defamatory, hateful, or discriminatory content (including content targeting protected classes)
• Adult, pornographic, or sexually explicit material of any kind, even involving consenting adults
• False, misleading, or deceptive product claims; inflated or fabricated specifications, certifications, or origin claims
• Fake, incentivized, or manipulated reviews, ratings, testimonials, or seller feedback for any marketplace
• Marketplace manipulation, including review-trading schemes, search-ranking manipulation, fraudulent variation listings, or coordinated multi-account behavior
• Counterfeit goods, replica goods, or content that infringes on third-party trademarks, copyrights, patents, trade dress, rights of publicity, or other intellectual property
• Listings for products prohibited by law or by marketplace policy, including (without limitation): firearms and ammunition where prohibited, controlled substances, prescription drugs without authorization, tobacco/vape products where prohibited, hazardous materials, recalled products, stolen goods, wildlife products, and items violating export-control or sanctions laws
• Content violating the policies of Amazon, Walmart, eBay, Shopify, Etsy, TikTok Shop, Meta, or any other platform on which the content is published
• Spam, bulk unsolicited messaging, phishing, or content designed to deceive recipients
• Financial schemes, unregistered securities offerings, cryptocurrency promotions without required disclosures, or investment advice without proper authorization
• Unauthorized health claims, medical advice, dietary- supplement claims, or pharmaceutical content lacking required regulatory authorization (FDA, FTC, etc.)
• Content designed to bypass, circumvent, or defeat the Service's content-moderation systems, safety filters, or usage limits

Reporting obligation: Where required by law (including 18 U.S.C. §2258A for suspected CSAM), we will preserve evidence and report violations to the appropriate authorities, with or without notice to the user.

5.2 Third-Party Platform Compliance - CRITICAL

IMPORTANT PLATFORM LIABILITY DISCLAIMER: You acknowledge that AI-generated content may violate third-party platform policies including but not limited to Amazon, Shopify, eBay, Etsy, Walmart, and other e-commerce platforms. YOU ASSUME FULL RESPONSIBILITY FOR:

• Platform compliance and policy adherence for all published content
• Account suspensions, bans, or penalties imposed by third-party platforms
• Financial losses resulting from platform policy violations
• Removal of listings, loss of seller privileges, or account restrictions
• Legal consequences arising from non-compliant content
• Consequences of Auto-Repricer price changes on Amazon
• Consequences of bulk operations on Walmart Marketplace

YOU HOLD LISTORA AI HARMLESS from any and all consequences arising from third-party platform actions, policy violations, marketplace penalties, or content rejections, regardless of whether such violations were foreseeable or preventable.

5.3 Prohibited Marketplace Activities

• Using marketplace features to manipulate or deceive buyers
• Creating artificially competitive situations through multiple accounts
• Using the Auto-Repricer to engage in predatory pricing
• Submitting false or misleading product information to marketplaces
• Violating Amazon or Walmart seller terms of service

5.4 Technical Restrictions

• Do not attempt to reverse engineer, decompile, or extract our AI models or proprietary algorithms
• Do not use automated tools, bots, or scripts to access our Service beyond authorized API usage
• Do not attempt to overwhelm our servers or infrastructure through excessive requests
• Do not circumvent usage limits, security measures, rate limits, or access controls
• Do not interfere with other users' access to or use of the Service
• Do not attempt to train competing AI models using our outputs or proprietary data

5.5 Consequences of Violations

Violation of this Acceptable Use Policy may result in immediate account suspension or termination, removal of content, legal action, reporting to appropriate authorities, and liability for damages. You may be held liable for all costs and damages resulting from prohibited use, including legal fees and third-party claims.

5.6 Automated Content Moderation

To enforce this Acceptable Use Policy, we use automated content-screening systems, including third-party AI classifiers, to review text inputs, voice transcriptions, and uploaded images before they are processed or stored. These systems may automatically reject or block content that we determine, in our reasonable discretion, violates this Policy.

By using the Service, you acknowledge and agree that:

• Your inputs and uploads may be analyzed by automated systems before being processed, generated, or stored.
• Content determined to violate this Policy may be rejected without prior notice. In such cases, no content will be generated, no images will be stored, and no usage credits will be deducted.
• Records of moderation decisions, including the input that triggered the rejection and the violation category, may be retained for audit, abuse-prevention, account-enforcement, and legal-compliance purposes.
• Repeated or egregious violations, including patterns of attempted submissions of prohibited content, may result in immediate account suspension or termination under Section 4.4 without refund.
• Automated moderation systems are not perfect and may occasionally reject legitimate content. We do not guarantee that all permitted content will be accepted, nor that all prohibited content will be detected.

If you believe your content was rejected in error, you may contact support@listora.ai to request human review of the decision. We aim to respond within five (5) business days. The outcome of any manual review is at our sole discretion.

6. Intellectual Property Rights and Content Ownership - ENHANCED

6.1 Our Intellectual Property

The Service, including all software, AI models, algorithms, databases, content, trademarks, logos, and intellectual property, is owned by Listora AI and protected by copyright, trademark, patent, trade secret, and other intellectual property laws. You acknowledge that we retain all rights, title, and interest in our intellectual property.

6.2 Your Content and Data Rights - COMPLETE PRIVACY

You retain ownership of any original content, data, or materials you upload to our Service ("User Content").

6.3 Limited License Grant to Listora AI for Service Operation

By using our Service, you grant us a limited, non-exclusive, revocable license solely to:

• Process your content through our AI systems to generate results
• Store your content in your account for your access
• Display your content back to you through our interface
• Create temporary copies as technically necessary for service operation
• Provide customer support when you request assistance
• Transmit your data to marketplace APIs (Amazon, Walmart) to execute your requested operations

This license is solely for providing you the Service and does not include any rights to use your content for AI training, model improvement, marketing, or sharing with others.

6.4 AI-Generated Content Ownership and Risks

You own the content generated by our AI based on your inputs and prompts, subject to the following important limitations:

• Non-Exclusivity: Similar or identical content may be generated for other users based on similar inputs
• No Originality Guarantee: We do not warrant that generated content is original or free from third-party rights
• Compliance Responsibility: You must verify that generated content complies with all applicable laws and third-party rights
• Platform Policy Risk: Generated content may violate third-party platform policies
• Copyright Risk: AI-generated content may inadvertently infringe copyrights or other IP rights

6.5 DMCA and Copyright Compliance

Listora AI respects intellectual property rights and complies with the Digital Millennium Copyright Act of 1998 (DMCA), 17 U.S.C. § 512. The procedures below govern all copyright infringement claims relating to content on the Service.

6.5.1 Designated DMCA Agent

Send all DMCA notices to our designated copyright agent:

• Email: dmca@listora.ai
• Subject line: "DMCA Takedown Notice"

6.5.2 Required Elements of a Takedown Notice

To be legally effective under 17 U.S.C. § 512(c)(3), your notice MUST include each of the following:

1. A physical or electronic signature of the copyright owner or a person authorized to act on the owner's behalf;
2. Identification of the copyrighted work claimed to have been infringed (or a representative list, if multiple works);
3. Identification of the material claimed to be infringing, with sufficient information to permit us to locate it (URLs, account, listing identifier, etc.);
4. Your name, mailing address, telephone number, and email address;
5. A statement that you have a good-faith belief that use of the material is not authorized by the copyright owner, its agent, or the law;
6. A statement, made under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the right allegedly infringed.

Notices missing any required element may be treated as defective and rejected. Knowingly submitting false or misleading takedown notices may subject you to liability for damages and attorneys' fees under 17 U.S.C. § 512(f).

6.5.3 Our Response

Upon receipt of a properly formed notice, we will (a) expeditiously remove or disable access to the identified material, (b) take reasonable steps to notify the user who provided the material, and (c) preserve a record of the notice and our response.

6.5.4 Counter-Notification Procedure

If your content was removed and you believe the removal was in error or that you have authorization to use the material, you may submit a counter-notification to dmca@listora.ai containing the elements required by 17 U.S.C. § 512(g)(3), including:

1. Your physical or electronic signature;
2. Identification of the material that was removed and its location prior to removal;
3. A statement, under penalty of perjury, that you have a good-faith belief the material was removed by mistake or misidentification;
4. Your name, address, telephone number, and a statement consenting to the jurisdiction of the federal district court for the judicial district where you reside (or, if outside the United States, for any judicial district where Listora AI may be found), and that you will accept service of process from the original complainant or the complainant's agent.

If we receive a valid counter-notification and the original complainant does not file a court action seeking a restraining order against you within 10–14 business days, we may restore the removed material.

6.5.5 Repeat Infringer Policy

In accordance with 17 U.S.C. § 512(i), we maintain a policy of terminating, in appropriate circumstances, the accounts of users who are determined to be repeat infringers. We track takedown notices on a per-account basis. Three (3) or more substantiated takedowns against the same account within any 12-month period will result in account termination without refund.

7. Subscription Plans, Payment Terms, and Billing - ENHANCED

7.1 Service Plans and Pricing

Our Service is offered through various subscription plans with different features, usage limits, and pricing. Current plan details and pricing are available on our website and may be updated from time to time with appropriate notice. Marketplace hub features (Amazon Hub, Walmart Hub, Auto-Repricer) may require specific subscription tiers.

7.2 Payment, Auto-Renewal, and Cancellation

IMPORTANT — AUTO-RENEWAL DISCLOSURE: BY SUBSCRIBING, YOU EXPRESSLY AUTHORIZE LISTORA AI (AND OUR PAYMENT PROCESSOR STRIPE) TO AUTOMATICALLY CHARGE YOUR PAYMENT METHOD ON A RECURRING BASIS UNTIL YOU CANCEL.

• Advance Payment: All subscription fees are billed in advance on a monthly or annual basis at the rate in effect on the start of each billing cycle.
• Automatic Renewal: Subscriptions automatically renew at the end of each billing cycle (monthly or annually) for the same term, at the then-current price for your plan, until cancelled. Annual plans renew annually on the anniversary date.
• How to Cancel: You may cancel at any time from your account billing page or by emailing support@listora.ai. Cancellation takes effect at the end of the current billing period; you will retain access until that date and will not be charged again unless you re-subscribe.
• Payment Authorization: You authorize us and our payment processor to charge your payment method for all fees due, and to obtain updated payment information from card networks (account-updater services) so that recurring charges continue without interruption.
• Failed Payments: If a payment fails, we may retry the charge over the following 7–14 days. Service may be suspended for failed payments until resolved. After 30 days of non-payment, your subscription may be terminated and your data scheduled for deletion in accordance with our Privacy Policy.
• Plan Changes (Upgrade/Downgrade): Upgrades take effect immediately and are prorated for the remainder of the current billing period. Downgrades take effect at the next renewal; reduced usage limits apply from the effective date and any unused upgrade credits are forfeited.
• Generation and Usage Limits: Each plan includes specific monthly limits on AI generations, marketplace listings, and API calls. Usage that exceeds plan limits may be blocked, throttled, or billed as overage charges, depending on your plan. Unused generations do not roll over between billing periods.
• Currency & Taxes: All fees are in U.S. Dollars unless otherwise specified. You are responsible for applicable sales tax, VAT, GST, or similar taxes, which may be added at checkout based on your billing address.
• Free Trials: Where offered, free trials automatically convert to a paid subscription at the end of the trial period unless you cancel before the trial ends. You will be billed at the standard rate of the selected plan unless we explicitly state otherwise at sign-up.

7.3 No Refund Policy - STRICT

NO REFUNDS: ALL FEES PAID ARE STRICTLY NON-REFUNDABLE except as required by applicable law. This includes but is not limited to:

• Subscription fees for any completed billing periods
• Usage-based charges for completed AI generation services
• Upgrade or downgrade fee differences
• Fees for services accessed or used, even partially
• Fees paid prior to account termination for policy violations
• Charges resulting from unauthorized account access
• Fees for marketplace hub features regardless of results achieved

7.4 Chargeback and Dispute Prevention

Chargeback Prohibition: You agree to contact us directly to resolve any billing disputes before initiating chargebacks or payment disputes with your financial institution. Unauthorized chargebacks may result in:

• Immediate account termination
• Collection of chargeback fees and legal costs
• Reporting to credit agencies and fraud databases
• Legal action for damages and fees

7.5 Price Changes

We may change our pricing at any time with at least 30 days' notice for existing subscribers. Price changes will take effect at your next billing cycle. Continued use of the Service after a price change constitutes acceptance of the new pricing.

8. Privacy, Data Protection, and NO AI Training

Your privacy is governed by our Privacy Policy, which is incorporated into these Terms by reference. Key points include:

• We collect and process your data as described in our Privacy Policy
• We do NOT use your content for AI training - EVER
• We use secure cloud infrastructure and encryption to protect your data
• You have certain rights regarding your personal information
• We never sell your personal information
• Marketplace OAuth tokens are encrypted and stored securely

By using our Service, you consent to our data practices as described in our Privacy Policy, with the explicit understanding that your content is never used for AI model training or improvement.

9. Service Availability and Modifications

9.1 Service Availability

While we strive to provide reliable service, we do not guarantee 100% uptime or uninterrupted access. The Service may be temporarily unavailable due to:

• Scheduled maintenance and updates
• Technical difficulties or server issues
• Third-party service interruptions (AI providers, cloud hosting, marketplace APIs)
• Force majeure events beyond our control
• Security incidents or necessary emergency measures
• Legal or regulatory requirements
• Amazon or Walmart API rate limiting or downtime

9.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our Service at any time, with or without notice. This includes changes to AI models, features, pricing, marketplace integrations, or terms. We are not liable for any modification, suspension, or discontinuation of the Service.

9.3 Beta, Preview, and Experimental Features

From time to time we may make features available to users on a "Beta," "Preview," "Early Access," or "Experimental" basis (collectively, "Beta Features"). Beta Features are identified as such within the Service and include, without limitation, new generation models, new automation behaviors, repricer strategies, marketplace integrations, and bulk operations.

BY USING ANY BETA FEATURE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• Beta Features are provided strictly "AS IS" and "AS AVAILABLE," without any warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, reliability, or uninterrupted operation.
• Beta Features may contain bugs, errors, defects, or inaccuracies, and may produce unexpected, incorrect, or damaging results, including incorrect prices, incorrect inventory updates, mis-categorized listings, or policy-violating content.
• Beta Features may be modified, restricted, or discontinued at any time without notice. We are under no obligation to release a Beta Feature into general availability.
• Pricing, usage limits, and behavior of Beta Features may change before general release.
• You assume all risk arising from your use of Beta Features. Listora AI's total liability for any losses, damages, or claims arising from Beta Features is limited to the amount you paid us, if any, specifically for the Beta Feature in question during the 30 days preceding the claim.
• We may collect additional diagnostic and feedback data about your use of Beta Features in order to improve them. This data is handled in accordance with our Privacy Policy and is never used for AI training.

You may discontinue use of any Beta Feature at any time. If you do not agree to these Beta Feature terms, do not enable or use Beta Features.

10. Disclaimers and Limitations of Warranties - COMPREHENSIVE

10.1 Critical AI Content Disclaimers

ESSENTIAL AI DISCLAIMER: Our AI generates content based on algorithms, training data, and machine learning models that are inherently unpredictable and subject to biases, errors, and limitations. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING:

• Accuracy, completeness, reliability, or appropriateness of generated content
• Suitability for any particular purpose, platform, or use case
• Compliance with industry standards, platform requirements, or legal regulations
• Freedom from errors, biases, inappropriate content, or harmful outputs
• Originality, uniqueness, or non-infringement of third-party rights
• Compliance with Amazon, Shopify, eBay, Etsy, Walmart, or other platform policies
• Commercial success, performance, or effectiveness of generated content

10.2 Marketplace Feature Disclaimers

WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING:

• The Auto-Repricer achieving any specific results or winning the Buy Box
• The accuracy or timeliness of Buy Box monitoring data
• The success of price updates submitted to Amazon or Walmart
• The accuracy of offer matching on Walmart Marketplace
• The availability or reliability of third-party marketplace APIs
• Any increase in sales, profits, or business success from using our marketplace features

10.3 User Assumption of AI and Marketplace Risks

YOU EXPRESSLY ASSUME ALL RISKS related to AI-generated content and marketplace features including but not limited to:

• Copyright infringement claims and legal liability
• Third-party platform policy violations and account penalties
• Regulatory non-compliance and legal consequences
• Commercial failures and financial losses
• Reputational damage from inappropriate content
• Algorithmic bias and discriminatory outputs
• Factual errors and misinformation
• Price wars and race-to-bottom pricing from Auto-Repricer
• Lost Buy Box and reduced sales
• Amazon or Walmart account suspension or penalties

10.4 General Service Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING:

• WARRANTIES OF MERCHANTABILITY
• WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE
• WARRANTIES OF NON-INFRINGEMENT
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE
• WARRANTIES REGARDING THE SECURITY OR TIMELINESS OF THE SERVICE
• WARRANTIES OF ACCURACY OR RELIABILITY
• WARRANTIES THAT DEFECTS WILL BE CORRECTED

10.5 Third-Party Platform Disclaimers

We disclaim all responsibility for third-party platforms' policies, actions, or decisions. We do not guarantee that AI-generated content will comply with any third-party platform's current or future policies, and we are not responsible for any consequences resulting from platform policy violations.

10.6 No Professional Advice

The Service, including AI-generated content, repricer suggestions, intelligence dashboards, listing recommendations, competitive insights, and any other output, is provided for informational and operational purposes only. Nothing produced by or contained in the Service constitutes legal, financial, investment, accounting, tax, regulatory, medical, or other professional advice.

You should consult qualified professionals before making business, pricing, tax, regulatory, or legal decisions based on Service output. You are solely responsible for evaluating the accuracy, suitability, and consequences of any decision you make based on information from the Service.

10.7 User Responsibility for Backups and Data Preservation

You are solely responsible for maintaining your own backups and copies of any content, listings, marketplace configurations, repricer settings, generation history, or other data important to your business. While we use commercially reasonable measures (including encrypted backups) to protect against data loss, we do not guarantee that data will be preserved indefinitely or recoverable in every circumstance.

We strongly recommend that you periodically export important content and maintain independent records of marketplace listings, pricing rules, and account configurations. Listora AI is not liable for any loss of data or configuration arising from account termination, service interruption, accidental deletion by you or your team, third-party API errors, or causes beyond our reasonable control.

11. Limitation of Liability and Damages - MAXIMUM PROTECTION

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LISTORA AI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR SUPPLIERS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES
• LOST PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL
• BUSINESS INTERRUPTION OR LOSS OF USE
• DAMAGES RESULTING FROM AI-GENERATED CONTENT, INCLUDING COPYRIGHT INFRINGEMENT CLAIMS
• DAMAGES FROM THIRD-PARTY PLATFORM ACTIONS, POLICY VIOLATIONS, OR ACCOUNT SUSPENSIONS
• DAMAGES FROM SERVICE INTERRUPTIONS, DATA LOSS, OR SECURITY BREACHES
• DAMAGES EXCEEDING THE TOTAL AMOUNT PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM
• DAMAGES FROM AUTO-REPRICER PRICE CHANGES, BUY BOX LOSSES, OR PRICE WARS
• DAMAGES FROM MARKETPLACE OPERATIONS INCLUDING BULK UPDATES

Some jurisdictions do not allow the limitation of liability, so these limitations may not apply to you. In such cases, our liability is limited to the fullest extent permitted by law.

AGGREGATE LIABILITY CAP: Our total liability to you for all claims arising from or related to the Service shall not exceed the lesser of (a) $100 or (b) the total amount paid by you to us in the 12 months preceding the claim.

12. Comprehensive Indemnification

You agree to indemnify, defend, and hold harmless Listora AI and its officers, directors, employees, agents, affiliates, and suppliers from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or relating to:

• Your use of the Service or violation of these Terms or our policies
• Your User Content or any content you generate, publish, or distribute using our Service
• Your violation of any third-party rights, including intellectual property rights
• Your violation of any applicable laws, regulations, or third-party platform policies
• Any misrepresentation or breach of warranty made by you
• Claims arising from AI-generated content you use or distribute
• Third-party platform actions resulting from your use of our Service
• Any unauthorized access to your account due to your failure to maintain security
• Price changes made by the Auto-Repricer based on your configured settings
• Marketplace operations (bulk updates, offer matching) you initiate
• Amazon or Walmart account suspensions or penalties

This indemnification obligation will survive termination of these Terms and your use of the Service.

13. Termination and Account Closure

13.1 Termination by You

You may terminate your account at any time by canceling your subscription through your account settings or contacting our support team. Termination will be effective at the end of your current billing period, and no refunds will be provided for unused portions of paid subscriptions.

13.2 Termination by Us

We may suspend or terminate your account immediately, with or without notice, for:

• Violation of these Terms or our policies
• Non-payment of fees or chargebacks
• Suspicious, fraudulent, or illegal activity
• Legal or regulatory requirements
• Abuse of our Service or resources
• Any reason we deem appropriate in our sole discretion
• Threat to the security or integrity of our Service

13.3 Effects of Termination

Upon termination: (a) your access to the Service will cease immediately; (b) all marketplace connections will be immediately disabled and the Auto-Repricer will stop; (c) you remain liable for all outstanding fees and obligations; (d) we may delete your account and data after 90 days; (e) we will not use your content for AI training even after termination; (f) all provisions that should survive termination will remain in effect, including indemnification, limitation of liability, and dispute resolution.

14. Mandatory Dispute Resolution and Arbitration

14.1 Mandatory Arbitration Agreement

PLEASE READ CAREFULLY: Any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or our relationship shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, rather than in court, except for:

• Claims that may be brought in small claims court
• Claims for injunctive relief to protect intellectual property
• Claims related to the validity or enforceability of this arbitration clause

14.2 Arbitration Procedures

• Arbitration will be conducted in Delaware, United States
• The arbitrator's decision will be final and binding
• Each party will bear its own costs and attorneys' fees unless the arbitrator decides otherwise
• Discovery will be limited as determined by the arbitrator
• The arbitration will be confidential

14.3 Class Action and Collective Action Waiver

YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, COLLECTIVE ACTIONS, OR REPRESENTATIVE PROCEEDINGS. Any arbitration will be conducted on an individual basis and not as a class, collective, or representative action. You may not consolidate or join claims with other users.

14.4 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to legal@listora.ai within 30 days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out of arbitration.

15. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles. Any legal action not subject to arbitration shall be brought exclusively in the federal or state courts located in Delaware.

International Users: If you are accessing our Service from outside the United States, you acknowledge that you are subject to U.S. law and jurisdiction for all matters related to the Service.

16. Export Controls and Sanctions Compliance

Our Service and AI technology may be subject to export control laws and regulations. You represent and warrant that:

• You are not located in a country subject to U.S. government embargo
• You are not on any U.S. government restricted or denied party list
• You will comply with all applicable export control and sanctions laws
• You will not use our Service for any prohibited end use or end user

We reserve the right to restrict access to our Service based on geographic location or other factors to ensure compliance with applicable laws.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Listora AI and supersede all prior agreements, understandings, and communications, whether written or oral.

17.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

17.3 Assignment

You may not assign, transfer, or delegate these Terms or your rights and obligations without our prior written consent. We may assign these Terms at any time without notice, including in connection with a merger, acquisition, or sale of assets.

17.4 No Waiver

Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of Listora AI.

17.5 Force Majeure

We are not liable for any failure to perform due to causes beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, pandemics, or third-party service interruptions (including Amazon and Walmart API outages).

17.6 Survival

Provisions that by their nature should survive termination will survive, including intellectual property rights, indemnification, limitation of liability, dispute resolution, and governing law.

18. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by:

• Posting updated Terms on our website with a new effective date
• Sending email notification to registered users
• Providing in-app notifications
• For significant changes, requiring affirmative acceptance

Your continued use of the Service after such modifications constitutes acceptance of the updated Terms. If you do not agree to the modifications, you must stop using the Service and may terminate your account.

19. Contact Information

For questions about these Terms or our Service, please contact us: