Terms of Service

Effective: May 12, 2026 for new users; June 11, 2026 for existing users unless accepted earlier.

Last Updated: May 12, 2026

Version: v1.2

These Terms of Service are a binding agreement between Profasee Inc., a Delaware corporation with offices at 850 N. 11th Avenue, Hollywood, FL 33019, and the individual or entity that accesses or uses the Services. "Profasee," "we," "us," and "our" mean Profasee Inc. "Customer," "you," and "your" mean the person or business accepting these Terms.

By clicking to accept, creating an account, buying a plan, buying Service Credits, connecting a marketplace or advertising account, enabling an AI Employee, signing or accepting an Order, or accessing the Services after being presented with these Terms, you agree to these Terms, the Privacy Policy, the Usage Policy, the Service Credit Terms, the Cookie Policy, and any in-product checkout terms, pricing page, plan details, order page, or written agreement that references these Terms.

The Services are for business use only. They are not consumer services. You represent that you are at least 18 years old and legally able to enter into this agreement. If you use the Services for an entity, you represent that you have authority to bind that entity.

Important: Profasee operates an agentic AI platform. The Services may read and analyze your ecommerce, advertising, inventory, catalog, pricing, and customer-related business data. If you configure and enable agentic features, the Services may take actions in connected channels, including changing bids, budgets, listings, prices, inventory settings, product content, campaigns, and other account settings. Those actions can have financial, legal, channel-policy, and operational consequences.

1. Definitions

"Account" means your Profasee account.

"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Agent Action" means an automated, AI-assisted, AI-initiated, or programmatic action taken through the Services on your behalf, including any action by an AI Employee.

"AI Employee" means a Profasee agent, workflow, automation, model, or system that analyzes data, makes recommendations, generates output, or takes Agent Actions.

"Amazon Information" means data received from Amazon or Amazon APIs, including Amazon Selling Partner API, Amazon Ads, seller, buyer, order, listing, catalog, inventory, advertising, and restricted data.

"Channel" means a third-party marketplace, advertising platform, ecommerce platform, retailer, fulfillment provider, data provider, model provider, payment provider, communications provider, or other service connected to or used with the Services, including Amazon, Amazon Ads, Google Ads, Meta, Walmart, Shopify, eBay, TikTok Shop, Stripe, and AI model providers.

"Competitor" means any person or entity that develops, markets, sells, operates, advises, finances, or distributes a product or service that competes with the Services, as further described in Section 3 and Usage Policy Section 12, including any company, product, or person designated by Profasee under Section 3.

"Confidential Information" means non-public information disclosed by or on behalf of a party that should reasonably be understood as confidential, including Customer Data and non-public information about the Services.

"Customer Data" means data, content, files, prompts, instructions, configuration, credentials, account metadata, product catalogs, listings, prices, sales, inventory, advertising data, campaign data, marketplace data, customer or buyer-related records, operational data, and other materials that you or your Users submit to the Services or authorize Profasee to retrieve from a Channel.

"Documentation" means Profasee's then-current written, in-product, or online usage instructions for the Services.

"Input" means any prompt, instruction, configuration, setting, rule, guardrail, file, or other material submitted to the Services.

"Order" means an order page, checkout flow, pricing page selection, subscription selection, in-product purchase, invoice, or written order document accepted by Profasee.

"Output" means any answer, recommendation, forecast, score, classification, listing copy, price, bid, budget allocation, campaign change, inventory recommendation, code, file, message, or other result generated by the Services.

"Personal Information" has the meaning given in the Privacy Policy and applicable privacy law.

"Restricted Data" means Personal Information, Channel-restricted data, Amazon Information subject to restricted-use rules, payment-related data, credentials, tokens, or other data subject to heightened contractual, legal, or security requirements.

"Service Credits" means paid or promotional credits associated with your Account that may be applied against eligible usage charges, as further described in the Service Credit Terms.

"Services" means the Profasee website, platform, applications, AI Employees, workflows, automations, APIs, dashboards, integrations, Documentation, support, and related products and services.

"Subprocessor" means a third party engaged by Profasee to process Customer Data or Personal Information to provide, secure, support, or improve the Services.

"Trade Secrets" means Profasee information designated as a trade secret in Section 7 or otherwise, and any other Profasee information that qualifies as a trade secret under applicable law.

"User" means any employee, contractor, agent, consultant, agency, or other person you allow to access or use the Services under your Account.

2. Self-Serve Access and Scope

Profasee provides a self-serve AI platform for ecommerce sellers and operators. The Services may include pricing optimization, repricing, advertising bid and budget optimization, search term analysis, inventory forecasting, listing and catalog workflows, operational analytics, and AI Employees that recommend or take actions across connected Channels.

Subject to your compliance with the agreement, Profasee grants you a limited, revocable, non-exclusive, non-transferable right to access and use the Services during the term solely for your internal business operations.

You are responsible for determining whether the Services are appropriate for your business, products, Channels, jurisdictions, risk tolerance, and compliance obligations.

Profasee may add, remove, suspend, replace, or modify features, AI Employees, models, workflows, Channels, interfaces, limits, or Documentation at any time. Beta, preview, early access, experimental, or trial features are provided as-is, may be changed or withdrawn at any time, may be subject to additional beta terms, and should not be used for critical workflows unless you accept that risk.

3. Accounts and Users

You must provide accurate and current account, billing, tax, and contact information. You must keep that information updated.

You are responsible for all activity under your Account, including activity by Users, contractors, agencies, connected tools, and compromised credentials. You must protect passwords, API keys, tokens, OAuth grants, Channel credentials, and payment credentials. You must notify Profasee at support@profasee.com without undue delay, and in any event within 24 hours after discovery, if you suspect unauthorized access, credential compromise, or a security incident involving the Services.

Each User credential is for one individual. You may not share, sell, lease, sublicense, or transfer Account access, credentials, API keys, Service Credits, or any part of the Services except as expressly allowed by Profasee in writing.

If you allow an agency, consultant, contractor, or Affiliate to use the Services for you, you remain fully responsible for that use and must ensure they comply with this agreement.

You represent and warrant, as a continuing representation each time you access or use the Services, that neither you, your Account, your Users, nor any person or entity for whose benefit you are accessing the Services, is (a) engaged, directly or indirectly, in developing, marketing, selling, operating, advising, financing, or distributing any product or service that competes with the Services, including any agentic AI platform for ecommerce, repricing system, advertising optimization system, marketplace optimization product, listing or catalog optimization product, inventory or demand forecasting product, AI agent orchestration product, search-term or keyword optimization product, or any product that materially overlaps with the functionality of the Services; (b) an employee, contractor, agent, officer, director, fiduciary, or controlling investor of any such competing business; (c) acting on behalf of, at the direction of, or for the benefit of any such competing business; or (d) accessing the Services for the purpose of competitive intelligence, feature comparison for public disclosure, training a competing model, or replicating any element of the Services. You will notify Profasee in writing at support@profasee.com within five business days if any of these circumstances change. A breach of this Section is a material breach of these Terms and is grounds for immediate termination under Section 10, forfeiture of Service Credits where permitted by the Service Credit Terms and applicable law, the indemnification obligations in Section 15, and the remedies in Sections 16 and 17, in addition to all rights and remedies available at law or in equity. Profasee may, in its reasonable judgment, designate a specific company, product, or person as a Competitor for purposes of this Section by written notice to the Account.

4. Channel Connections and Permissions

When you connect a Channel, you authorize Profasee to access, retrieve, process, store, analyze, transmit, and, where enabled by you or required for a feature, modify Channel data and Channel account settings within the permissions granted through that Channel.

Connected Channels are not controlled by Profasee. Profasee is not responsible for Channel availability, API changes, rate limits, policy changes, fees, suspensions, outages, data errors, or enforcement decisions. You are solely responsible for maintaining each Channel account in good standing and complying with each Channel's terms, policies, fee schedules, seller rules, advertising policies, data rules, data protection requirements, and API requirements.

You represent that you have all rights, consents, licenses, approvals, and authorizations needed to connect each Channel and allow Profasee to process and act on the related data.

Amazon Information and other Channel-restricted data may be subject to additional restrictions imposed by the applicable Channel. You must not use the Services to cause Profasee to violate those restrictions.

5. Agent Actions

This section is critical. By configuring, enabling, approving, scheduling, or allowing any AI Employee or agentic feature to run, you authorize Profasee and the Services to take Agent Actions on your behalf within the scope of the permissions, settings, integrations, and guardrails you provide.

Agent Actions may include:

• reading, retrieving, and analyzing Channel data;
• creating, modifying, pausing, resuming, or deleting advertising campaigns, bids, budgets, targets, placements, negatives, and creative settings;
• changing prices, repricing rules, minimums, maximums, listing content, catalog fields, SKUs, ASIN-related data, inventory settings, replenishment recommendations, and other ecommerce account settings;
• generating or sending messages, reports, recommendations, tasks, files, or operational instructions;
• making repeated or continuous decisions without per-action human approval if you enable that mode.

Profasee may require separate in-product confirmation, approval mode, supervised mode, or additional setup before enabling certain Agent Actions. Where the Services provide approval workflows, default guardrails, audit logs, execution history, pause controls, or other controls, you are responsible for reviewing and configuring them before enabling Agent Actions and for keeping them appropriate for your business.

You are solely responsible for configuring and monitoring guardrails, including price floors and ceilings, budget caps, bid limits, inventory limits, blackout rules, approval requirements, allowlists, blocklists, product exclusions, geographic restrictions, dayparting, profit thresholds, and any other controls available in the Services or required for your business.

As between you and Profasee, each Agent Action taken within the scope of your enabled settings, permissions, approvals, or instructions is your action. You are responsible for the financial, legal, tax, regulatory, Channel, customer, competitor, and operational consequences of Agent Actions, including ad spend, lost revenue, margin impact, inventory impact, listing suppression, account suspension, refunds, chargebacks, penalties, customer claims, and Channel enforcement.

AI systems are probabilistic and may behave unpredictably. The Services may generate Outputs or take Agent Actions that you did not anticipate, even when operating within your settings. You must monitor the Services and intervene when appropriate. Profasee is not obligated to monitor for Customer-specific anomalies, suboptimal outcomes, Channel-policy issues, or business risks.

If Outputs or AI Employees interact directly with consumers, end users, sellers, buyers, support recipients, or the public, you are responsible for legally required notices, AI disclosures, consent, opt-out rights, human review, recordkeeping, and escalation paths.

Profasee may suspend, throttle, block, reverse, restrict, or disable any Agent Action or feature if we believe it may violate law, Channel policy, this agreement, the Usage Policy, a third-party right, security requirements, or may harm you, Profasee, a Channel, another customer, or a third party.

6. Customer Obligations and Restrictions

You and your Users must comply with all applicable laws, Channel policies, Documentation, and the Usage Policy.

You will not, and will not allow anyone else to:

• reverse engineer, decompile, disassemble, copy, scrape, crawl, or attempt to discover source code, model weights, model architecture, prompts, system instructions, algorithms, training methods, or non-public features of the Services;
• use the Services, Outputs, model behavior, usage data, or data derived from the Services to build, train, fine-tune, distill, benchmark, evaluate, or improve a competing product, model, dataset, or service;
• extract, scrape, harvest, cache, or automate collection of Outputs, traces, responses, model behavior, or usage records at scale except as expressly permitted by Profasee;
• resell, sublicense, rent, lease, share, or provide the Services to third parties except as expressly permitted by your plan or by Profasee in writing;
• bypass, disable, or defeat usage limits, rate limits, payment controls, access controls, security controls, safety controls, guardrails, or monitoring;
• submit malicious code, prompt injections, adversarial inputs, malware, credential-harvesting content, or instructions designed to manipulate, extract from, or disrupt the Services;
• use the Services for unlawful, deceptive, infringing, fraudulent, anticompetitive, harmful, high-risk, or prohibited activities;
• use the Services to violate antitrust, consumer protection, price-gouging, advertising, marketplace, privacy, data protection, sanctions, export, anti-bribery, anti-money-laundering, or tax laws;
• remove proprietary notices or misrepresent the source of Outputs;
• interfere with or disrupt the Services or another customer's use of the Services;
• access or use the Services through any automated means, crawler, scraper, bot, headless browser, browser-automation tool, recording tool, robotic process automation tool, screen scraper, or AI agent other than Profasee's own AI Employees to extract, mirror, copy, aggregate, index, or harvest the Services, Outputs, dashboards, recommendations, configurations, agent settings, telemetry, or any element of the user interface, except through Profasee's published, authenticated APIs used within their documented scope and rate limits;
• capture, record, screenshot, screen-record, video-record, transcribe, or otherwise reproduce the Services for any purpose other than your own internal business use, and you will not share, publish, post, or distribute any such reproduction to any third party, on social media, in conference presentations, in courses, in training materials, in publications, or in marketing materials without Profasee's prior written consent;
• conduct, commission, or facilitate benchmarking, performance testing, accuracy evaluation, cost comparison, feature comparison, or competitive analysis of the Services for the purpose of public disclosure or use against Profasee, or publish, share, or disclose to any third party the results of any such benchmarking or comparison, except that this restriction does not prevent your internal evaluation of the Services for your own legitimate business purposes;
• permit, induce, request, encourage, or assist any third party, including any consultant, agency, contractor, competitor, or Affiliate of a Competitor, to access or use the Services through your Account or credentials in a manner that would, if done by you directly, breach these Terms; act as a conduit, intermediary, or front for any party that would itself be ineligible to access the Services under Section 3; or take any action designed to circumvent, defeat, or render unenforceable any of these restrictions;
• use the Services, Outputs, or any data, telemetry, traces, model behavior, or insights derived from the Services to compile, create, or contribute to any dataset, benchmark, evaluation suite, leaderboard, comparison index, or competitive-intelligence product, whether for internal use by a Competitor or for public distribution.

You are solely responsible for your products, listings, prices, ads, claims, campaigns, creative, product safety, regulatory classification, taxes, refunds, customer service, consumer disclosures, privacy notices, consents, and business operations.

7. Customer Data, Output, and Profasee IP

As between you and Profasee, you retain ownership of your Customer Data. Subject to applicable law and this agreement, you also own the Output generated specifically for your Account to the extent ownership is legally available.

You grant Profasee and its Affiliates, contractors, Subprocessors, model providers, and service providers a worldwide, non-exclusive license to access, collect, host, copy, process, transmit, display, analyze, modify, and use Customer Data and Outputs to provide, secure, support, bill, maintain, troubleshoot, enforce, and improve the Services; to generate Outputs and Agent Actions; to detect and prevent fraud, abuse, security incidents, policy violations, and legal violations; to comply with law; and as described in the Privacy Policy. Profasee remains responsible for requiring Subprocessors to protect Customer Data under obligations appropriate to the processing they perform for Profasee.

Profasee may create, retain, use, and commercialize aggregated, anonymized, or de-identified data, statistics, telemetry, benchmarks, safety signals, performance metrics, and operational learnings derived from use of the Services, provided they do not identify you, your Users, or any individual and are not used in a manner prohibited by applicable Channel rules. Profasee may also use feedback, suggestions, and improvement ideas you provide without restriction or compensation.

Profasee and its licensors retain all right, title, and interest in the Services, platform, software, models, agents, workflows, automations, Documentation, algorithms, code, prompts, system instructions, interfaces, know-how, inventions, usage telemetry, aggregated data, de-identified data, and all improvements or derivatives of any of them. No rights are granted except as expressly stated in this agreement.

Profasee does not sell Customer Data. Profasee does not use Customer Data to train third-party foundation models except where you expressly enable that use or request a feature that requires it, and only under provider terms or agreements that apply to Profasee's provision of the Services. Profasee may use Customer Data to improve Profasee-owned systems, safety controls, evaluation methods, and ecommerce-specific models as described in the Privacy Policy and consistent with applicable law and Channel restrictions.

Notwithstanding your ownership of Output, you will not publish, share, distribute, or otherwise make available any Output in a form, manner, or volume that reveals Profasee's Confidential Information, Trade Secrets, system prompts, agent configurations, evaluation criteria, guardrail logic, scoring methodology, or proprietary methodology, and you will not use Output, alone or in combination with other information, to recreate, reverse engineer, approximate, train against, or build a substitute for any element of the Services.

Profasee designates the following as its Trade Secrets, which Profasee protects through technical, contractual, and organizational measures: architecture, source code, system prompts, agent configurations, AI Employee designs, evaluation methodologies, training pipelines, model-routing logic, model-selection logic, guardrail rule sets, scoring algorithms, ranking signals, telemetry schemas, retention thresholds, recommendation logic, prompt libraries, workflow templates, A/B test configurations, internal model identifiers, internal feature flags, internal documentation, and proprietary datasets used to train, evaluate, or operate the Services. You acknowledge that unauthorized disclosure, use, or misappropriation of these Trade Secrets would cause Profasee irreparable harm; that monetary damages would be inadequate; and that Profasee is entitled to injunctive and other equitable relief, without the requirement of posting a bond to the extent permitted by law, in addition to all remedies available under the Defend Trade Secrets Act, applicable state trade-secret laws, and at law or in equity.

8. Privacy, Security, and Compliance

Profasee processes Personal Information as described in the Privacy Policy. You are responsible for providing legally adequate privacy notices and obtaining all consents needed for Profasee to process Personal Information, Channel data, buyer data, employee data, contractor data, and User data in connection with the Services.

Profasee uses reasonable administrative, technical, and organizational safeguards designed to protect Customer Data. No system is perfectly secure. Profasee does not guarantee that Customer Data or the Services will be uninterrupted, error-free, or immune from unauthorized access.

If Profasee becomes aware of a confirmed security breach involving Customer Data under Profasee's control, Profasee will notify affected customers without undue delay and in accordance with applicable law, Channel requirements, and any written data processing terms signed by Profasee.

If the parties need a data processing addendum or similar privacy terms for a specific jurisdiction, Profasee may provide its then-current form for review. No DPA or similar terms bind Profasee unless accepted by Profasee.

9. Fees, Billing, Subscriptions, and Service Credits

You must pay all fees and charges for your plan, subscriptions, AI Employees, usage, Service Credits, integrations, add-ons, taxes, and other purchases shown on the pricing page, checkout page, in-product billing page, order page, or other applicable ordering flow.

Profasee may charge subscription fees in advance and usage-based fees in arrears or as incurred. Some usage may be measured by model tokens, cached input tokens, output tokens, image generation events, agent runs, tool calls, workflow executions, or other units. Profasee's usage records are controlling absent manifest error. Upon reasonable request, Profasee may provide an explanation of material usage calculations, subject to security, confidentiality, and third-party restrictions.

Service Credits are governed by the Service Credit Terms. In general, Service Credits are a prepaid account balance that may be applied against eligible AI usage charges. Service Credits are not cash, are not legal tender, are not a bank account, are not stored value, are non-transferable, and are non-refundable except where required by law or expressly stated by Profasee.

You authorize Profasee and its payment processors to charge your saved payment method for all amounts due, including subscriptions, renewals, usage, Service Credit purchases, auto-reloads, taxes, failed-payment retries, and other authorized charges. If you enable auto-reload or balance maintenance, you authorize recurring off-session charges according to your selected threshold and target balance until you disable it. Profasee may provide receipts or billing records electronically.

Unless your plan says otherwise, subscriptions renew automatically until canceled. Cancellation takes effect at the end of the then-current billing period. Profasee will provide a reasonable online or electronic cancellation method for self-serve subscriptions where required by law. Profasee does not provide prorated refunds or credits for unused subscription time, unused features, unused capacity, or unused Service Credits except where required by law.

You must dispute any invoice, charge, usage deduction, or credit deduction within thirty days after the charge, invoice, or deduction appears in your Account or billing record, to the extent permitted by law. This dispute window does not waive non-waivable chargeback rights or statutory rights. You must pay all undisputed amounts while a dispute is pending. Past-due undisputed amounts may accrue interest at 1.5% per month or the maximum amount allowed by law, whichever is lower, plus reasonable collection costs.

Fees are exclusive of taxes. You are responsible for sales, use, VAT, GST, withholding, duties, and similar taxes other than taxes on Profasee's net income. If withholding is required, you must gross up payments so Profasee receives the full amount owed.

10. Termination and Suspension

These Terms begin when you first accept them or use the Services and continue until terminated.

You may stop using the Services at any time. You may cancel subscriptions through the available account settings or by contacting support@profasee.com, subject to any cancellation timing shown in your plan.

Profasee may suspend or terminate access to all or part of the Services immediately if we believe you or your Users have violated this agreement, the Usage Policy, law, Channel policy, third-party rights, security requirements, payment obligations, or if continued service could create risk for Profasee, you, another customer, a Channel, or a third party. Profasee may also suspend Services because of Channel restrictions, vendor restrictions, security events, legal requirements, model-provider restrictions, or nonpayment.

Upon termination, your right to use the Services ends immediately. You remain responsible for all amounts incurred before termination. Profasee may provide a commercially reasonable export window, generally up to thirty days after termination for convenience or non-renewal, for Customer Data export in formats then supported by the Services, such as CSV or JSON where available. Profasee may shorten or deny export for termination for cause, security risk, nonpayment, legal restriction, Channel restriction, or risk to Profasee or third parties. Profasee may delete Customer Data after the export period, subject to backups, legal obligations, security needs, audit logs, dispute records, billing records, and data retained to enforce this agreement or protect Profasee or third parties. Unused Service Credits are handled as stated in the Service Credit Terms.

11. AI Outputs; No Guarantees

Outputs are generated by probabilistic AI systems and may be inaccurate, incomplete, outdated, biased, inconsistent, duplicated, unsafe, or unsuitable for your use case. Outputs may appear authoritative even when wrong.

You are solely responsible for reviewing, testing, validating, and approving Outputs and Agent Actions before relying on them where human review is appropriate or legally required. You are responsible for any decision to use, publish, send, implement, or rely on an Output.

Profasee does not guarantee any business, financial, advertising, sales, inventory, ranking, Buy Box, conversion, margin, revenue, profit, ROAS, ACOS, TACOS, POAS, cost reduction, growth, or operational outcome. Past performance, case studies, examples, benchmarks, simulations, forecasts, and recommendations are not guarantees.

Due to the nature of AI, similar or identical Outputs may be generated for other customers, including competitors. You do not receive exclusive rights to any strategy, recommendation, classification, forecast, or Output except to the extent expressly stated in this agreement.

The Services are not designed for high-risk uses such as medical, legal, financial eligibility, credit, insurance, employment, housing, critical infrastructure, emergency services, law enforcement, weapons, surveillance, biometric identification, social scoring, election administration, or decisions that could cause death, personal injury, severe economic harm, or civil-rights harm. Those uses are prohibited unless Profasee expressly permits them in writing and all required human review and legal safeguards are in place. See the Usage Policy, including the High-Risk Uses section, for additional restrictions.

12. Confidentiality

Each party may receive Confidential Information. Customer Data is your Confidential Information. Profasee Confidential Information includes, without limitation, non-public information about the Services, models, prompts, system instructions, AI Employee designs, agent configurations, workflows, dashboards, user interface, look and feel, recommended settings, guardrails, evaluation criteria, error messages, internal documentation, model selection logic, decision trees, audit-log formats, telemetry, pricing not published on Profasee's website, security architecture, roadmap, product design, and any element of the Services to which you are granted access, in each case whether or not marked confidential.

The receiving party may use Confidential Information only to perform or exercise rights under this agreement and must protect it using reasonable care. Confidential Information may be disclosed to employees, contractors, Affiliates, advisors, vendors, and Subprocessors who need to know it and are bound by confidentiality obligations.

Confidentiality obligations do not apply to information that becomes public without breach, was already known without restriction, is received from a third party without restriction, or is independently developed without use of the Confidential Information. A party may disclose Confidential Information when required by law if it gives legally permitted notice and cooperates with efforts to limit disclosure.

Nothing in this agreement limits disclosures protected by law, including confidential disclosures of trade secrets to a government official or attorney for the purpose of reporting or investigating a suspected legal violation, or disclosure in a court filing made under seal.

You will not issue any press release, blog post, conference talk, podcast appearance, training material, course, book, video, social-media post, comparative review, or other public communication that describes, demonstrates, depicts, evaluates, or compares the Services in meaningful non-public technical or functional detail without Profasee's prior written consent. The foregoing does not restrict (a) factual references to the existence of the customer relationship, (b) factual, neutral references to Profasee's name or marks consistent with applicable trademark law, (c) your internal business use of the Services, or (d) disclosures required by applicable law or regulatory requirement, provided that you give legally permitted advance notice and cooperate in efforts to limit the disclosure.

The obligations in this Section 12 survive termination of these Terms with respect to Trade Secrets for so long as the information qualifies as a trade secret under applicable law, and with respect to all other Confidential Information for five years following termination.

13. Third-Party Services

The Services may depend on or interoperate with Channels, payment processors, hosting providers, AI model providers, analytics tools, communications providers, data providers, and other third-party services. Third-party services are not controlled by Profasee and are provided under their own terms and policies. Profasee is not liable for third-party services, outages, data errors, policy changes, API changes, security incidents, fees, or enforcement actions.

14. Warranties and Disclaimer

Each party represents that it has authority to enter into this agreement. You represent that you have all rights, permissions, consents, licenses, and approvals needed for Customer Data, Channel connections, Agent Actions, Inputs, products, listings, ads, and use of the Services.

To the maximum extent permitted by law, the Services, Outputs, Agent Actions, beta features, Documentation, and all related products and services are provided "as is" and "as available." Profasee disclaims all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, reliability, security, uninterrupted operation, error-free operation, and warranties arising from course of dealing or trade usage.

Profasee does not warrant that the Services will meet your requirements, prevent losses, detect every issue, comply with every Channel policy, preserve every listing, avoid every suspension, or produce any particular result.

15. Indemnification

You will defend, indemnify, and hold harmless Profasee and its Affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from and against claims, losses, liabilities, damages, fines, penalties, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Customer Data, Inputs, Outputs as used by you, products, listings, prices, ads, claims, campaigns, inventory decisions, customer communications, Customer marks, or business operations;
• your or your Users' breach of this agreement, the Usage Policy, law, Channel policy, or third-party rights;
• Agent Actions taken within the scope of permissions, settings, approvals, or instructions you provide;
• your guardrails, missing guardrails, settings, approvals, or failure to monitor;
• your privacy notices, consents, data processing instructions, or failure to comply with privacy or data protection law;
• your fraud, willful misconduct, gross negligence, or unlawful activity.

Profasee will defend you against a third-party claim alleging that your authorized paid use of the Services, as provided by Profasee and used in accordance with this agreement, directly infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret. Profasee's obligation does not apply to claims arising from Customer Data, Inputs, Outputs influenced by Customer Data or Inputs, Agent Actions, your products or business, third-party services, modifications not made by Profasee, combinations with items not provided by Profasee, use after notice to stop, breach of this agreement, or trademark use of Outputs in commerce. This section states your exclusive remedy for third-party IP claims.

16. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, consequential, special, exemplary, punitive, or statutory damages, or for lost profits, lost revenue, lost savings, lost opportunity, lost data, loss of goodwill, business interruption, replacement costs, Channel suspension, listing suppression, ad waste, margin impact, inventory impact, or downstream business losses, even if advised of the possibility.

To the maximum extent permitted by law, Profasee's total aggregate liability for all claims arising out of or relating to this agreement, the Services, Outputs, or Agent Actions will not exceed the greater of the amounts you paid to Profasee for the Services in the twelve months before the first event giving rise to liability or $1,000.

The liability cap does not limit your payment obligations; your indemnification obligations; your breach of the Competitor representation in Section 3; your breach of Section 6; your breach of Section 7, including any unauthorized use of Output or misappropriation of Profasee's Trade Secrets; your breach of Section 12, including the publicity restriction; your breach of the Usage Policy, including Usage Policy Section 12 and Section 13; your unauthorized use, copying, reproduction, scraping, or reverse engineering of the Services; your competitive misuse of the Services, Outputs, or Confidential Information; your misuse of Profasee IP; your fraud, willful misconduct, or gross negligence; or liability that cannot be limited by applicable law.

17. Disputes; Arbitration; Class Waiver

Before starting a formal dispute, the complaining party must send written notice describing the dispute and requested relief. Notices to Profasee must be sent to support@profasee.com. The parties will try in good faith to resolve the dispute for at least sixty days.

If the dispute is not resolved, it will be resolved by final and binding individual arbitration administered by JAMS under its applicable rules by one arbitrator in Miami-Dade County, Florida, in English. Judgment on the award may be entered in any court with jurisdiction. Either party may seek and obtain injunctive, declaratory, and other equitable relief in any court of competent jurisdiction, without the requirement of posting a bond or other security to the extent permitted by law and without first complying with the pre-dispute notice or arbitration requirements of this Section, to protect intellectual property, Confidential Information, Trade Secrets, security, or to stop a breach or threatened breach of Section 3, Section 6, Section 7, Section 12, or Usage Policy Section 12. You acknowledge that breaches of these Sections would cause Profasee irreparable harm for which monetary damages would be inadequate.

You and Profasee waive the right to a jury trial and the right to participate in a class, collective, consolidated, representative, or private attorney general action. Disputes must be brought only on an individual basis. If the class-action waiver is found unenforceable, the arbitration agreement will not apply to that dispute, but the jury waiver will remain in effect to the maximum extent permitted by law. Nothing in this section waives a right to seek public injunctive relief in a court of competent jurisdiction where that waiver would be unenforceable under applicable law.

18. Changes

Profasee may update these Terms and incorporated policies from time to time. Material changes will generally take effect thirty days after notice by email, in-product notice, or posting. Changes required by law, security, abuse prevention, Channel policy, model-provider terms, or urgent operational needs may take effect immediately. Continued use after the effective date means you accept the updated terms. If you do not agree, your sole remedy is to stop using the Services and cancel before the update takes effect. Refunds or credits for changes are provided only where required by law, expressly offered by Profasee, or stated in a written agreement signed by Profasee.

19. General

This agreement is governed by Delaware law, excluding conflict-of-law rules. Subject to the arbitration section, the state and federal courts located in Miami-Dade County, Florida have exclusive jurisdiction for disputes not subject to arbitration.

You may not assign this agreement without Profasee's prior written consent. Profasee may assign this agreement to an Affiliate or in connection with a merger, acquisition, financing, reorganization, sale of assets, or change of control.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including internet outages, cloud outages, Channel outages, model-provider outages, labor disputes, government actions, war, terrorism, pandemics, cyberattacks, denial-of-service attacks, or natural disasters. Payment obligations are not excused.

The agreement does not create a partnership, joint venture, fiduciary, employment, or agency relationship, except that you authorize Profasee and the Services to take Agent Actions on your behalf as described in Section 5.

If any provision is unenforceable, it will be modified to the minimum extent needed to make it enforceable, and the rest will remain effective. Failure to enforce a provision is not a waiver. Headings are for convenience only. "Including" means "including without limitation."

If documents conflict, the following order controls unless a document expressly states otherwise: signed written agreement with Profasee; Order; Service Credit Terms for credit-specific issues; Usage Policy for use and safety issues; Privacy Policy for privacy-specific issues; Cookie Policy for cookie-specific issues; these Terms.

The agreement is the entire agreement between you and Profasee regarding the Services and supersedes prior or contemporaneous agreements on the same subject. Any customer purchase order terms or other customer-provided terms are rejected and void unless expressly signed by Profasee.

Sections that by their nature should survive termination will survive, including Section 3 with respect to the Competitor representation for so long as you retain any access to or copy of Confidential Information or Trade Secrets, Section 6, Section 7, Section 9 with respect to amounts accrued before termination, Section 12 on the schedule stated in that Section, Section 14, Section 15, Section 16, Section 17, and Section 19.

Questions, notices, billing disputes, and security issues: support@profasee.com. Profasee Inc., 850 N. 11th Avenue, Hollywood, FL 33019, United States.