Spadeberry Platform Subscription Agreement

Effective Date: January 1, 2026

This Spadeberry Platform Service Agreement (this "Agreement") governs Customer's subscription to and use of the Spadeberry Platform and forms part of, and is subject to, Spadeberry's Terms of Service and Privacy Policy (collectively, the "Service Terms"). By clicking to accept or otherwise accessing or using the Platform, Customer agrees to this Agreement and the Service Terms.

In the event of any direct conflict between this Agreement and the Service Terms, the terms of this Agreement shall control with respect to the subject matter hereof. All capitalized terms not defined herein have the meanings given in the Terms of Service.

1. SERVICES AND PLATFORM ACCESS

1.1 Platform Access

During the Term (defined below), Spadeberry will provide Customer with access to its proprietary web-based application environment that registered users access as part of the Services to create, manage, and publish product listings through supported third-party marketplaces (the "Platform"). The Platform enables users to generate and publish e-commerce product listings efficiently through AI-assisted tools that automate content generation, image background removal, SKU assignment, category suggestions, and other listing functions. Access is provided solely for Customer's internal business use in connection with its online marketplace accounts and is subject to the usage limits, token balances, and payment terms described in Section 2. Customer shall not permit any third party outside of its organization to use or access the Platform or any portion of the Services without Spadeberry's prior written consent.

1.2 Included Features

Customer's authorized users will have access to all generally available features of the Platform and may receive access to certain beta or pre-release functionality at Spadeberry's discretion. Platform features may include, without limitation:

AI-assisted listing and image-processing tools;
SKU and metadata assignment;
Integrations with supported third-party marketplaces (including, without limitation, eBay and other comparable platforms) through publicly available APIs; and
Account dashboards for token management, billing, and analytics.

Spadeberry may from time to time introduce, modify, or discontinue Platform features in its sole discretion. Customer understands that specific integrations, pricing, or functionality may change, and continued use of the Platform constitutes acceptance of any such updates. All access and use are subject to this Agreement and limited to Customer's internal business operations.

1.3 Authorized Users and User Limits

"Authorized User" means an individual authorized by Customer to access and use the Services and Platform under Customer's account credentials. Customer is responsible for all use of the Services and Platform by its Authorized Users and for ensuring that each Authorized User complies with this Agreement and the Terms of Service.

2. FEES AND PAYMENT TERMS

2.1 Token System

The Platform operates on a token-based usage system ("Tokens"), which may represent distinct usage units for listing generation, image processing, or other designated Platform functions. Tokens may be included with a subscription package, offered as part of a promotion, or purchased separately through the Platform. The number, type, and value of Tokens, and the features to which they apply, will be disclosed within the Customer's account dashboard or separate policies. Tokens have no cash or monetary value, are non-transferable, and expire upon the earlier of (a) termination or expiration of this Agreement, or (b) the end of the applicable subscription or purchase period.

2.2 Token Redemption and Usage; Service Fees

Tokens are automatically deducted as corresponding features of the Platform are used. Spadeberry may modify or replace Token categories, pricing, or conversion values with at least thirty (30) days' prior notice posted within the Platform or sent to Customer's registered email address. Continued use of the Services or Platform after such notice constitutes acceptance of the updated Token structure. Customer shall pay the applicable subscription or service fees described at the time of purchase (collectively, the "Fees"). Fees are payable in U.S. Dollars and are due in advance unless otherwise specified in an invoice. All Fees are non-refundable except as expressly provided in this Agreement or required by law.

2.3 Payment Processing; Taxes

Payments shall be made through Spadeberry's designated third-party payment processor(s). Customer authorizes Spadeberry and its processor(s) to charge all amounts due automatically to the payment method provided. Spadeberry disclaims liability for delays, processing errors, or interruptions caused by such third-party platforms. Spadeberry may adjust pricing for Tokens, subscriptions, or other paid Services from time to time. Adjusted pricing will apply only to future purchases and renewal terms. Spadeberry will provide notice of any pricing changes at least thirty (30) days before implementation via the Platform or by email. All Fees and Token purchases are exclusive of applicable taxes. Customer shall pay all sales, use, value-added, or similar taxes, duties, or governmental assessments associated with its use of the Services and Platform, excluding taxes based on Spadeberry's net income.

3. TERM, RENEWAL, AND TERMINATION

3.1 Initial Term

This Agreement becomes effective on the earlier of (a) the date Customer clicks to accept or otherwise agrees to these terms electronically, or (b) the date Customer first accesses or uses the Platform (the "Effective Date"). The Agreement will remain in effect for the subscription period selected by Customer at the time of purchase (the "Initial Term"), unless earlier terminated in accordance with this Section 3.

3.2 Renewal

Unless otherwise stated at the time of purchase, subscriptions automatically renew for successive periods equal in length to the Initial Term (each, a "Renewal Term") unless either party provides notice of non-renewal before the end of the current term. Spadeberry may adjust pricing, token allocations, or other applicable terms for any Renewal Term. Notice of such changes will be provided at least thirty (30) days before renewal takes effect, either through the Platform, by email, or by other reasonable means. Continued use of the Services or Platform after renewal constitutes acceptance of the applicable renewal terms.

3.3 Early Cancellation

Customer agrees that all subscriptions and Token purchases are final for the applicable term. Customer may cancel its subscription at any time; however, such cancellation will be effective at the end of the then-current term. Customer shall not be entitled to any refund, credit, or reimbursement for unused Tokens or remaining time in the term if it ceases using the Services or Platform before expiration, except as required by law or as otherwise expressly provided in this Agreement.

3.4 Suspension for Misuse

Spadeberry may suspend or terminate Customer's access to the Services or Platform, in whole or in part, with or without notice, if: (a) Spadeberry reasonably suspects unauthorized use, misuse, or abuse; (b) suspension or termination is necessary to protect the security, integrity, or operation of the Services; (c) Customer fails to pay any Fees when due; or (d) Customer otherwise violates this Agreement or the Terms of Service. Suspension or termination under this Section does not relieve Customer of its payment obligations.

3.5 Effect of Termination

Upon expiration or termination of this Agreement, Customer's access to the Services and Platform will cease immediately. Customer remains responsible for all Fees accrued through the effective date of termination. Provisions that by their nature should survive termination, including payment obligations, confidentiality, intellectual property rights, disclaimers, limitations of liability, and general provisions, shall survive termination or expiration of this Agreement.

4. FEEDBACK AND PRODUCT IMPROVEMENT

4.1 Customer Feedback

Spadeberry welcomes and encourages Customer to provide feedback, suggestions, ideas, or other input regarding the Services and Platform ("Feedback"). Customer may provide Feedback through surveys, support channels, or other communications with Spadeberry.

4.2 Feedback Ownership

Customer agrees that Spadeberry shall be free to use, implement, and incorporate any Feedback provided by Customer without restriction, obligation, or compensation to Customer. To the extent any intellectual-property rights exist in such Feedback, Customer hereby grants Spadeberry a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, create derivative works of, and distribute the Feedback as part of any Spadeberry products or services. Customer represents and warrants that it will not provide Feedback that is subject to third-party intellectual-property rights or that would restrict Spadeberry's ability to use the Feedback freely.

4.3 Beta Features

Spadeberry may, from time to time, offer Customer access to beta, pilot, or pre-release functionality ("Beta Features") at Spadeberry's discretion. Beta Features are provided for evaluation and feedback purposes only, may be modified, discontinued, or withdrawn at any time without notice, and are provided "AS IS" without warranty of any kind. Spadeberry disclaims all liability arising from Customer's use of Beta Features. Use of any Beta Features constitutes Customer's acceptance of these terms.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Spadeberry Ownership

The Services, including the Platform, and all associated software, algorithms, content, documentation, technology, improvements, updates, and derivative works (collectively, "Spadeberry IP"), are and will remain the sole and exclusive property of Spadeberry and its licensors. Except for the limited rights expressly granted in this Agreement, no ownership or other intellectual-property rights in the Services or Platform are transferred to Customer. Spadeberry retains all right, title, and interest in and to the Services, the Platform, and all Spadeberry IP.

5.2 Customer Data

As between the parties, any materials, data, or content that Customer or its Authorized Users upload, input, or otherwise make available through the Platform ("Customer Data") remain the property of Customer. Customer Data includes, without limitation, product information, photographs, listing details, pricing data, and other materials Customer uses within the Platform. Spadeberry does not claim ownership of Customer's pre-existing intellectual property, trade names, logos, or proprietary information.

5.3 License to Use Customer Data

Customer grants Spadeberry a limited, non-exclusive, worldwide license to host, copy, use, reproduce, and process Customer Data solely as necessary to provide, maintain, and improve the Services and Platform. Spadeberry may generate aggregated or anonymized data derived from Customer's use of the Platform (combined with data from other customers) to enhance algorithms, performance, and user experience, provided that such data does not identify Customer or any individual. Spadeberry will not use identifiable Customer Data to train proprietary AI models or for any purpose other than providing the Services, except with Customer's consent or as required by law.

5.4 Use Restrictions

Customer shall not, and shall ensure its Authorized Users do not:

copy, modify, or create derivative works of the Services or Platform;
reverse-engineer, decompile, or disassemble any portion of the Services or Platform or attempt to derive their source code;
rent, lease, sublicense, sell, assign, or otherwise transfer access to the Services or Platform to any third party;
use the Services or Platform to build, support, or assist a competing product or service;
remove, obscure, or alter any proprietary notices or marks appearing on the Services or Platform; or
use the Services or Platform in violation of applicable law.

Breach of this Section constitutes a material breach of this Agreement.

6. CONFIDENTIALITY AND DATA PROTECTION

6.1 Spadeberry Proprietary Information

Customer acknowledges that the Services and Platform, including all underlying software, algorithms, architecture, and related technical or business information provided by Spadeberry (collectively, "Spadeberry Confidential Information"), are proprietary and confidential to Spadeberry. Customer shall not disclose, reproduce, or use any Spadeberry Confidential Information except as necessary to access and use the Services or Platform in accordance with this Agreement.

6.2 Customer Data

Spadeberry will handle Customer Data in accordance with this Agreement and its Privacy Policy. Spadeberry will implement commercially reasonable security measures appropriate for a SaaS platform to protect Customer Data against unauthorized access, use, or disclosure. Spadeberry will use Customer Data only as necessary to provide and improve the Services and will not disclose it to third parties except as permitted under this Agreement, by law, or with Customer's consent.

6.3 Data Security Practices

Spadeberry may use third-party service providers to host or process data in connection with providing the Services. Customer acknowledges that each third-party provider operates under its own terms and privacy policies, which are beyond Spadeberry's control. Spadeberry makes no warranties regarding the performance or security practices of third-party providers but uses commercially reasonable efforts to select reputable vendors.

6.4 No Sensitive Information

Customer shall not upload or input into the Platform any highly sensitive personal data (including, without limitation, social security numbers, financial account information, or health data) without Spadeberry's prior written consent.

6.5 Data Incidents; Third-Party Service Providers

If Spadeberry becomes aware of unauthorized access to Customer Data within its systems, it will make commercially reasonable efforts to notify Customer consistent with applicable law and to describe available remediation steps. Spadeberry is not responsible for any failures, data breaches, service interruptions, or policy changes caused by third-party service providers. Customer acknowledges that each third-party provider operates under its own terms of service and privacy policies, which are beyond Spadeberry's control. Spadeberry will use commercially reasonable efforts to select and monitor reputable service providers but makes no warranties regarding third-party performance or data handling practices.

7. WARRANTIES AND DISCLAIMERS

7.1 Disclaimer of Warranties

Customer's use of the Services and Platform is governed by the warranty disclaimers set forth in the Terms of Service, which are incorporated herein by reference. Spadeberry provides the Services and Platform on an "AS IS" and "AS AVAILABLE" basis and makes no representations or warranties of any kind except as expressly stated in this Agreement.

7.2 No Guaranteed Outcomes

Spadeberry makes no guarantee that use of the Services or Platform will result in any specific business, sales, listing, or operational outcomes. The Services and Platform are tools designed to assist users in creating and managing product listings, but all listing performance, pricing decisions, and compliance with third-party marketplace policies remain the sole responsibility of Customer. Any listing quality, ranking, or sales performance depends on factors outside Spadeberry's control, including marketplace algorithms, product demand, and Customer's own practices.

7.3 AI Disclaimer

Customer acknowledges that the Services and Platform include AI-powered features that may generate suggestions, listings, images, or other outputs automatically. Such outputs may be inaccurate, incomplete, misleading, or inconsistent with marketplace policies. Customer is solely responsible for independently verifying all AI-generated content and determining its accuracy, suitability, and compliance before use or publication.

Spadeberry disclaims all liability for damages or losses arising from reliance on AI-generated outputs, recommendations, or automated actions. Spadeberry will use commercially reasonable efforts to correct any reproducible technical defects reported in good faith.

8. LIMITATION OF LIABILITY; INDEMNIFICATION

8.1 Limitation of Liability

The limitations of liability contained in the Spadeberry Terms of Service apply equally to Customer's use of the Services and Platform under this Agreement. Nothing in this Agreement shall expand Spadeberry's liability beyond the limits set forth in the Terms of Service.

8.2 Indemnification

Customer's indemnification obligations to Spadeberry under the Terms of Service apply in full to this Agreement and Customer's use of the Services and Platform.

8.3 Essential Terms

The parties acknowledge that the fees reflect the allocation of risk and limitations of liability in this Agreement. These limitations are an essential part of the bargain and will apply even if any remedy fails of its essential purpose.

9. GENERAL PROVISIONS

9.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, proposals, and communications. Each party acknowledges it has not relied on any representations not expressly set forth in this Agreement.

9.2 Assignment

Customer may not assign this Agreement, in whole or in part, without Spadeberry's prior written consent. Spadeberry may assign freely in connection with a merger, acquisition, or sale of assets. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

9.3 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship. Neither party has authority to bind the other.

9.4 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No other person or entity has any rights under this Agreement.

9.5 Notices

All notices under this Agreement must be in writing and shall be deemed given when: (a) delivered personally; (b) sent by email (with no bounce-back and duplicate notice by another method within 1 business day); or (c) one business day after being sent by overnight courier.

Notices to Spadeberry: support@spadeberry.com

Either party may update its notice contact by providing written notice.

9.6 Publicity

Spadeberry may identify Customer as a user of the Platform and Services in its marketing materials, website, and presentations in a professional manner consistent with its Terms of Service.

9.7 Force Majeure

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, governmental actions, or failures of third-party service providers. The affected party shall promptly notify the other and use reasonable efforts to mitigate the impact.

9.8 Export Compliance

Customer acknowledges that the Platform and related technology may be subject to export control laws and regulations of the United States and other jurisdictions. Customer agrees to comply with all applicable export and import control laws and regulations in its use of the Platform, including but not limited to the U.S. Export Administration Regulations and economic sanctions programs administered by the U.S. Office of Foreign Assets Control. Customer represents that it is not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, and that Customer is not on any U.S. government list of prohibited or restricted parties. Customer shall not access or use the Platform in violation of any U.S. export embargo, prohibition, or restriction.

9.9 Severability

If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permissible and the remaining provisions will remain in full force. The parties will negotiate in good faith to replace any invalid provision with a valid provision reflecting the original intent.

9.10 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which is an original and all of which constitute one instrument. Electronic signatures (scanned PDF or via electronic signature service) are binding and equivalent to original signatures.

9.11 Order of Precedence

In the event of any conflict or inconsistency between this Agreement and any other agreement or policy governing the use of the Platform, including Spadeberry's Terms of Service or Privacy Policy, the following order of precedence shall apply: (a) this Agreement, (b) the Terms of Service, and (c) the Privacy Policy.

9.12 Interpretation

References to "Services" include the Platform, and references to the "Platform" refer to the functional portion of the Services accessible to registered users. Headings are for convenience only and do not affect interpretation.

Contact Us

If you have questions about this Platform Subscription Agreement, please contact us at:

Email: support@spadeberry.com
Business Inquiries: business@spadeberry.com

Last updated: January 1, 2026