These Customer Terms of Service (this “Agreement”) are between Shopsense, Inc., a Delaware corporation (“Shopsense”), and the person, business, or organization agreeing to these terms and conditions in order to use the Shopsense Product (“Customer”) and contain the terms and conditions governing Customer’s access to and use of the Shopsense Product.

1. Shopsense Product

1.1. Provision of Shopsense Product. Subject to this Agreement, Shopsense will make the Shopsense Product available to Customer pursuant to this Agreement and the applicable Order Form, if any, or the applicable self-service signup, checkout, and account terms, and hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Shopsense Product and the Shopsense Technology Output only for the purposes expressly permitted under those applicable terms and the Documentation during the applicable subscription term, subject to any more restrictive licenses in this Agreement or an applicable Order Form.

1.2. Account Registration and Eligibility. Customer may create an account to access and use any self-service features of the Shopsense Product made available by Shopsense. Customer represents that it is at least eighteen (18) years old and has the legal capacity to enter into this Agreement. If an individual creates an account on behalf of a business or organization, that individual represents that they have authority to bind that business or organization to this Agreement. Customer will provide accurate, complete, and current account, billing, and payment information and will keep that information current. Customer is responsible for maintaining the confidentiality and security of its account credentials and for all activities conducted through its account.

1.3. Integration Activities. If specified in an Order Form or required for the applicable self-service feature, the parties agree to complete the integration of the Shopsense Product with the applicable Customer Offerings as set forth in the Documentation. Customer will, as part of such integration, provide Shopsense with the Customer Inputs necessary for Shopsense to complete such integration, and Shopsense will use the Customer Inputs to complete such integration.

1.4. Customer Responsibilities.

1.4.1. Cooperation and Access Security. Customer acknowledges that Shopsense’s provision of the Shopsense Product is dependent on Customer providing all reasonably required cooperation, and Customer will provide all such cooperation in a diligent and timely manner. Customer will: (a) prevent unauthorized access to or use of the Shopsense Product, maintain the confidentiality and security of all account credentials, access tokens, and application programming interface keys, remain responsible for all activities conducted using Customer’s accounts or credentials, and notify Shopsense promptly of any unauthorized access or use or any other known or suspected breach of security or misuse of the Shopsense Product; and (b) be responsible for obtaining and maintaining any equipment, software, and ancillary services needed to connect to, access, or otherwise use the Shopsense Product, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software, and services, and Shopsense will have no liability for such failure. As between the parties, Customer is responsible for the content and accuracy of Customer Inputs.

1.4.2. Product Listings. Customer will not place Product Listings adjacent to any content that: (a) promotes or contains content or activity that is defamatory, false (e.g., fake news), deceptive, obscene, hateful (e.g. hate speech), sexually explicit, violent (including the use of firearms), discriminatory, illegal, harmful, invasive of another’s privacy, threatening, abusive, harassing, or offensive; (b) contains, links to, uses, or otherwise causes the downloading of any malicious code; or (c) artificially increases impression, click, or engagement behavior for the purpose of increasing advertising or commerce revenue, including but not limited to, through made-for-advertising sites or automated or other invalid means.

1.5. Customer Cooperation and Support. Customer will provide all cooperation, information, access, and assistance reasonably requested by Shopsense in connection with the Shopsense Product. Shopsense will provide support only to the extent expressly described in an applicable Order Form.

1.6. Personal Information. The parties agree not to send or share with each other personal information (as defined by applicable law, including the California Consumer Privacy Act of 2018) under this Agreement or otherwise, other than account registration, billing, and payment information and name and contact information of representatives engaged in performing the parties’ obligations under this Agreement. Customer acknowledges that Search Inputs may contain personal information (as defined by applicable law, including the California Consumer Privacy Act of 2018 and its implementing regulations, as amended (the “CCPA”)) submitted by Users. To the extent Search Inputs contain personal information, Shopsense will process such personal information as a service provider (as defined by the CCPA) solely on Customer's behalf and solely for the purposes described in Section 3.5, and will not sell or share such personal information or retain, use, or disclose it for any other purpose, except that Shopsense may de-identify personal information and use such de-identified data as permitted under Section 3.5 and applicable law. If required by applicable law, the parties will enter into a separate data processing agreement, which will control with respect to its subject matter.

1.6.1. Service Provider Terms. Customer discloses personal information contained in Search Inputs to Shopsense solely for the limited and specified purposes described in Sections 1.6 and 3.5. With respect to such personal information, Shopsense will: (a) not retain, use, or disclose it outside the direct business relationship between Shopsense and Customer; (b) not combine it with personal information received from or on behalf of another person, or collected from Shopsense’s own interaction with a consumer, except as permitted by the CCPA; (c) provide the same level of privacy protection required of businesses under the CCPA; (d) notify Customer if Shopsense determines that it can no longer meet its obligations under the CCPA; and (e) upon Customer’s reasonable written request and receipt of information reasonably necessary to respond, provide reasonable assistance to enable Customer to comply with consumer requests under the CCPA. Subject to reasonable confidentiality and security restrictions, Customer may take reasonable and appropriate steps to verify that Shopsense’s processing is consistent with Customer’s obligations under the CCPA, including by requesting relevant documentation, and, upon notice of unauthorized use, may take reasonable and appropriate steps to stop and remediate such use. Shopsense may use subcontractors to process such personal information, provided that Shopsense notifies Customer of such use and binds each such subcontractor by a written contract that complies with applicable CCPA service-provider requirements.

2. Payments

2.1. Order Form Payments and Reports. If the parties execute an Order Form, the payment terms in this Section 2.1 will apply except as otherwise set forth in that Order Form. Shopsense shall invoice Customer for the Shopsense Product specified in the applicable Order Form monthly in arrears within five (5) business days after the end of each calendar month. Customer will pay each invoice within thirty (30) days after receipt. Fees owed will be based on Shopsense’s books and records. Customer must notify Shopsense in writing of any good-faith invoice dispute within fifteen (15) days after receipt of the applicable invoice, describing the basis of the dispute in reasonable detail, or Customer waives the dispute. Customer will timely pay all undisputed amounts. Shopsense’s books and records will control. If Shopsense determines that an underpayment occurred, Shopsense may invoice Customer for the underpaid amount. If Shopsense determines that an overpayment occurred, Shopsense may apply the amount as a credit against a future invoice or, if no future invoice will be issued, refund the amount using a method selected by Shopsense.

2.2. Self-Service Payments. If Customer accesses or uses any paid feature of the Shopsense Product without executing an Order Form, Customer agrees to pay all applicable fees and charges in accordance with the prices and billing terms presented at signup, at checkout, or in Customer’s account and in effect when the applicable amount becomes due. Customer must provide and maintain a valid payment method accepted by Shopsense and authorizes Shopsense and its third-party payment processor to charge that payment method for all amounts due as they become payable, without additional notice or consent. Customer is responsible for keeping its billing and payment information current. Shopsense may change its prices and billing methods prospectively by posting the changes through the Shopsense Product or notifying Customer by email. Except as expressly stated in this Agreement or required by applicable law, all fees paid under this Section 2.2 are non-refundable.

Customer acknowledges that payment processing services may be provided by a third-party processor, and may be subject to that processor’s terms and privacy policy presented at checkout. By making a payment to Shopsense, Customer acknowledges those terms and authorizes Shopsense and the payment processor to share and process the information and payment instructions Customer provides to the minimum extent required to complete Customer’s payment transactions.

2.3. Taxes. Customer will pay all taxes (including excise, sales, use, consumption, value-added, or withholding taxes), customs or import duties, or any other levies, tariffs, duties, or governmental fees that are due or payable in connection with this Agreement (“Tax”), with the exception of taxes on Shopsense’s net income. Customer will promptly provide Shopsense with any Tax-related forms, exemption certificates, documentation, or other information reasonably requested by Shopsense in connection with this Agreement.

3. Proprietary Rights

3.1. Proprietary Rights. As between the parties, Shopsense exclusively owns all right, title, and interest in and to the Shopsense Product, System Data, and Shopsense’s Confidential Information, and Customer exclusively owns all right, title, and interest in and to the Customer Offerings, Customer Inputs, and Customer’s Confidential Information. “System Data” means data collected by Shopsense regarding the Shopsense Product that may be used to generate logs, statistics, or reports regarding the performance, availability, usage, integrity, or security of the Shopsense Product.

3.2. Shopsense Technology and Shopsense Technology Output. In addition, and as between the parties and subject to the rights of Shopsense’s licensors, Shopsense retains all right, title, and interest in and to the Shopsense Technology and Shopsense Technology Output, including all application programming interfaces, product graphs, taxonomies, datasets, identifiers, embeddings, scores, rankings, methodologies, technology, improvements, and derivative works embodied in or used to provide Shopsense Technology or Shopsense Technology Output. Customer retains its ownership of Customer Inputs and, subject to Customer’s compliance with this Agreement, the Customer Offerings that incorporate Shopsense Technology Output; provided that such ownership does not include ownership of Shopsense Technology Output as a standalone asset or any right in Shopsense Technology or the underlying technology or data. No rights are granted to Customer except the limited rights expressly set forth in this Agreement and the applicable Order Form.

3.3. Feedback. Customer may from time to time provide Shopsense suggestions or comments for enhancements or improvements, new features or functionality, or other feedback (“Feedback”) with respect to the Shopsense Product. Shopsense will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features, or functionality. Shopsense will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate, and otherwise fully exercise and exploit any such Feedback in connection with its products and services. All Feedback is provided “AS IS” and Shopsense will not publicly identify Customer as the source of Feedback without Customer’s permission.

3.4. Product Improvement and Aggregated Insights. Customer further agrees that, notwithstanding anything to the contrary in this Agreement, Shopsense is hereby granted the right to aggregate, collect, retain, and analyze Customer Inputs and other information relating to the performance of the Shopsense Product and will be free (during and after the term hereof) to use such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual, to provide and improve Shopsense’s products and services and to share publicly aggregated and anonymized information and insights.

3.5. Search Inputs. Notwithstanding anything to the contrary in this Agreement, Customer grants Shopsense a non-exclusive, worldwide, royalty-free right to process, retain, and use Search Inputs to provide, maintain, secure, and support the Shopsense Product, including processing Search Inputs to generate and return Shopsense Technology Output.

4. Confidentiality; Restrictions

4.1. Confidentiality. Customer agrees that it will use Shopsense’s Confidential Information solely in accordance with the provisions of this Agreement, and it will not disclose the same to any third party without Shopsense’s prior written consent, except as otherwise expressly permitted hereunder. Customer may not disclose the terms of the Order Form (if any) to any third party.

4.2. Technology; Product Restrictions. Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, or create derivative works of the Shopsense Product; (b) attempt to probe, scan, or test the vulnerability of the Shopsense Product, breach the security or authentication measures of the Shopsense Product without proper authorization, or willfully render any part of the Shopsense Product unusable; (c) use or access the Shopsense Product to develop, or assist in the development of, any product, service, or feature (whether for commercial release or internal use) that competes with or may substitute for any product or service offered by Shopsense, or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Shopsense Product or otherwise offer the Shopsense Product on a standalone basis; (e) otherwise use the Shopsense Product in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form; or (f) remove, alter, or obscure any proprietary notice included in the Shopsense Product, Shopsense Technology, or Shopsense Technology Output.

4.3. Shopsense Technology Data and Access Restrictions. Without limiting the restrictions above, Customer will not, and will not permit any third party to: (a) sell, resell, sublicense, distribute, disclose, make available, or otherwise commercialize Shopsense Technology or any Shopsense Technology Output, except to the extent that Shopsense Technology Output is incorporated into a Customer Offering as otherwise authorized under this Agreement or other use expressly permitted in the applicable Order Form; (b) copy, scrape, bulk extract, systematically download, retain, or cache Shopsense Technology Output except as expressly permitted in the Documentation or applicable Order Form, and except for transient processing and retention reasonably necessary to deliver Shopsense Technology Output to Users in response to a specific request; (c) use Shopsense Technology Output to create, populate, reconstruct, maintain, enrich, or otherwise modify or improve any standalone or competing data asset or data service, including any product catalog, product graph, knowledge graph, taxonomy, dataset, or database except as expressly permitted in the applicable Order Form; (d) share any account credentials, access tokens, or application programming interface keys with any unauthorized person; or (e) circumvent or attempt to circumvent any usage limit, rate limit, access control, or other technical restriction. Shopsense may monitor Customer’s use of the Shopsense Product to verify compliance with this Agreement and enforce usage limits, and Customer will promptly provide information reasonably requested by Shopsense for those purposes.

4.4. AI and Competitive Use Restrictions. Customer will not, and will not permit any third party to: (a) use Shopsense Technology, Shopsense Technology Output, or any results of an evaluation of Shopsense Technology to train, fine-tune, distill, validate, test, or otherwise develop or improve any machine learning model, artificial intelligence system, data service, or product or service that competes with or may substitute for Shopsense Technology or any other Shopsense product or service; (b) use Shopsense Technology or Shopsense Technology Output for competitive intelligence or for the benefit of a competitor of Shopsense; or (c) publish or disclose any benchmark, evaluation, or comparative analysis relating to Shopsense Technology without Shopsense’s prior written consent. Customer may conduct internal evaluations of Shopsense Technology solely to assess Shopsense Technology for a use permitted under this Agreement and the applicable Order Form, provided that the results are kept confidential and are not used for any purpose prohibited by this Agreement. Without limiting the foregoing, Customer will not permit any provider of an artificial intelligence (“AI”) service through which Customer accesses or processes Shopsense Technology or Shopsense Technology Output to use Shopsense Technology or Shopsense Technology Output to train, fine-tune, or improve any model, except for transient processing necessary to deliver responses to Users.

4.5. Injunctive Relief. In the event of actual or threatened breach of the provisions of this Section 4, Shopsense will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

5. Warranties and Disclaimers

5.1. Customer Authority and Compliance. Customer represents and warrants that it has the legal power and authority to enter into this Agreement and that: (a) its access to and use of the Shopsense Product will comply with this Agreement and all applicable laws, rules, and regulations, including privacy laws; (b) the Customer Inputs, including Shopsense’s use of Customer Inputs as authorized under this Agreement, comply with all applicable laws, rules, and regulations; (c) it has all rights necessary to provide any information, data, properties, or other materials that it provides hereunder, including Customer Offerings and Customer Inputs, and to permit Shopsense to use the same as contemplated hereunder; (d) it will use industry-standard measures to avoid introducing viruses or other malicious code into the Shopsense Product; (e) the Customer Inputs will not include personal information (as defined by applicable law, including the California Consumer Privacy Act of 2018); and (f) it will maintain a privacy policy that accurately discloses the collection and processing of Search Inputs, and will provide all notices and obtain all consents required by applicable law for Shopsense's provision of the Shopsense Product and processing of Search Inputs as contemplated by this Agreement.

5.3. DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN AN ORDER FORM, (A) SHOPSENSE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE; AND (B) THE SHOPSENSE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE” AND SHOPSENSE DOES NOT REPRESENT OR WARRANT THAT THE SHOPSENSE PRODUCT WILL BE ERROR-FREE OR GENERATE ANY PARTICULAR AMOUNT OF REVENUE. SHOPSENSE IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PLATFORMS AND DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY BUSINESS, COMMERCIAL, OR OTHER RESULT FROM USE OF THE SHOPSENSE PRODUCT.

6. Indemnification‍. Customer will defend Shopsense against any claim, demand, suit, or proceeding (“Claim”) made or brought against Shopsense by a third party arising out of: (a) the Customer Offerings; (b) violation of this Agreement, including use of the Shopsense Product by Customer not in accordance with this Agreement; (c) modification of the Shopsense Product by or on behalf of Customer; (d) Customer Inputs; and (e) Search Inputs, and Customer will indemnify Shopsense for any damages finally awarded against Shopsense (or any settlement approved by Customer) in connection with any such Claim.

7. Limitation of Liability‍. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL SHOPSENSE OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY UNDER THIS AGREEMENT FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF USE, LOST PROFITS, OR INTERRUPTION OF BUSINESS, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE; OR (B) ANY AGGREGATE LIABILITY IN EXCESS OF, IF CUSTOMER ACCESSES THE SHOPSENSE PRODUCT FOR FREE, FIVE HUNDRED DOLLARS ($500), OR OTHERWISE THE AMOUNTS PAID AND/OR PAYABLE BY CUSTOMER TO SHOPSENSE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. Termination

8.1. Term. The term of this Agreement will commence on the date Customer first creates an account for, accesses, or uses the Shopsense Product and will continue until terminated as set forth below. If Customer and Shopsense have executed an Order Form, the term applicable to that Order Form will commence on the Effective Date stated therein.

8.2. Termination.

8.2.1. Customer Termination. Customer may terminate this Agreement at any time when no Order Form is in effect by closing its account or following the cancellation process made available through the Shopsense Product but such termination will not entitle Customer to any refund or credit. If an Order Form is in effect, Customer may terminate that Order Form only as expressly permitted in the Order Form or if Shopsense commits a material breach that remains uncured for thirty (30) days after Shopsense receives written notice describing the breach in reasonable detail.

8.2.2. Shopsense Termination; Suspension. Shopsense may terminate this Agreement or suspend or terminate Customer’s access to the Shopsense Product immediately upon notice if no Order Form is then in effect. Shopsense may terminate this Agreement or an applicable Order Form if Customer commits a material breach and fails to cure that breach within ten (10) days after notice, except that no cure period is required for nonpayment, a breach of Section 3 or Section 4, misuse of the Shopsense Product, a security risk, or a violation of applicable law. Shopsense may suspend Customer’s access immediately if Customer fails to pay amounts when due, if necessary to prevent or address a security risk or suspected misuse, if Customer’s use may subject Shopsense or any third party to liability or harm, or if Customer’s use violates applicable law. Shopsense may terminate this Agreement or an applicable Order Form immediately, subject to applicable law, upon Customer’s liquidation, commencement of dissolution proceedings, assignment of substantially all its assets for the benefit of creditors, or commencement of a bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

8.3. Effect of Expiration or Termination for Shopsense Technology. Upon expiration or termination of Customer’s right to access Shopsense Technology, whether through an Order Form or a self-service account: (a) Customer’s rights to access and use Shopsense Technology and Shopsense Technology Output will immediately terminate, and Shopsense may disable all related accounts, credentials, access tokens, and application programming interface keys; (b) Customer will immediately cease accessing Shopsense Technology and using Shopsense Technology Output, except as expressly permitted below; (c) within thirty (30) days, Customer will delete all raw, cached, or separately stored Shopsense Technology Output in its possession or control and, upon Shopsense’s written request, certify such deletion in writing; and (d) Shopsense will have no obligation to provide continued access to, maintenance of, updates to, or replacements for any Shopsense Technology Output. Customer may continue to use Shopsense Technology Output that, before expiration or termination, was incorporated into Customer Offerings in accordance with this Agreement, solely as so incorporated and not as a standalone dataset or service; provided that this limited right will not apply following termination for Customer’s breach of this Agreement or if continued use would violate applicable law or third-party rights.

8.4. Survival. Upon expiration or termination of this Agreement: (a) all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the terms and conditions relating to payment, proprietary rights, confidentiality, technology restrictions, Shopsense Technology-related restrictions, post-termination obligations, disclaimers, indemnification, limitations of liability, termination, and the general provisions below; and (b) each receiving party will return or destroy, at the disclosing party’s option, any Confidential Information of such disclosing party in the receiving party’s possession or control.

9. General‍

9.1. Miscellaneous. This Agreement, any applicable Order Form, and the self-service signup, checkout, and account terms presented to Customer constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. This Agreement will be governed by the laws of the State of California, without regard to its conflict of law principles to the contrary. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions. No failure or delay by a party in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof, and any waiver must be set forth in a signed writing. Customer agrees that, except as otherwise provided under this Agreement, all notices and other communications may be sent to Customer by e-mail to the email address in Customer’s account settings. Customer must send Shopsense all notices and other communications relating to Shopsense, the Shopsense Product, or this Agreement by using the Contact Us link found on Shopsense’s website as well as emailing notice@shopsense.ai. The parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third party beneficiaries to this Agreement. Customer may not assign or transfer this Agreement, in whole or in part, whether by operation of law or otherwise, without Shopsense’s prior written consent. Shopsense may assign or transfer this Agreement, in whole or in part, without restriction, provided the assignee agrees to be bound by this Agreement. Shopsense may modify any of the terms and conditions contained in this Agreement at any time and in its discretion by posting a change notice or a new agreement on its website or through the Shopsense Product. If any modification is unacceptable to Customer, Customer’s only recourse is to terminate this Agreement and discontinue use of the Shopsense Product. Customer’s continued use of the Shopsense Product after Shopsense posts or provides notice of a change will constitute binding acceptance of the change. Shopsense reserves the right to modify or discontinue offering all or any part of the Shopsense Product at any time without notice. Customer acknowledges and agrees that Shopsense may use subcontractors to provide the Shopsense Product and perform its obligations under this Agreement. In this Agreement, “including” means “including without limitation”.

9.2. Force Majeure. Shopsense will not be liable for any failure or delay in performing under this Agreement, including providing access to the Shopsense Product, caused by events beyond its reasonable control, including acts of war, terrorism, natural disasters, labor interruptions, failures of communications or utilities, disease, or the unavailability of third-party data sources or services.

9.3. Order of Precedence. In the event of any conflict between the documents and terms that make up this Agreement, they will control in the following order: (a) the applicable Order Form or self-service signup, checkout, and account terms; (b) this Agreement; and (c) the Documentation.

10. Definitions. The following terms, when used in this Agreement, will have the following meanings:

10.1. “Confidential Information” means any information disclosed that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information that: (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

10.2. “Documentation” means Shopsense’s usage documentation for the Shopsense Product.

10.3. “Order Form” means an order form or other similar document that sets forth the specific Shopsense Product to which Customer receives access, fees to be paid to Shopsense, the Customer Offerings which may include Shopsense Technology Output, and the subscription term, and that references this Agreement and is executed by the parties. ‍

10.4. “Product Listings” means any product result or recommendation, offer, image, price, description, or link returned by the Shopsense Product, whether or not sponsored or paid.

10.5. “Customer Inputs” means any and all data, content, and materials shared by or on behalf of Customer to Shopsense, whether to enable integration of the applicable Customer Offerings with the Shopsense Product or for analysis or processing by the Shopsense Product in order to generate Shopsense Technology Output, excluding Search Inputs.

10.6. “Customer Offerings” means any product, service, content, channel, or experience that Customer operates or makes available to its Users, including any website, social media account, mobile or desktop application, AI assistant, agent, conversational interface, internal tool, or other digital product, content, or experience, whether operated by Customer or on its behalf and regardless of where it is hosted or deployed.

10.7. “Shopsense Product” means the products and services identified in an applicable Order Form, if any, or otherwise made available by Shopsense to Customer through a self-service account, signup flow, or checkout process under this Agreement.

10.8. "Shopsense Technology" means the proprietary models, software, data, and other technology used or made available by Shopsense in connection with any Shopsense Product.

10.9. “Shopsense Technology Output” means any Product Listings, data, results, responses, recommendations, classifications, product matches, identifiers, scores, rankings, metadata, or other information generated by or returned from the Shopsense Technology. Shopsense Technology Output does not include Search Inputs or Customer Inputs, even when they are reflected or reproduced in a response.

10.10. “Search Inputs” means queries, images, and other content submitted by or on behalf of Users to the Shopsense Product, regardless of whether such functionality is accessed through a Customer Offering or any other interface through which the Shopsense Product is made available.

10.11. “User” means any user of a Customer Offering that interacts with the Shopsense Product via such Customer Offering.

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