These Terms of Service ("Terms") are a binding agreement between Realify ai Inc ("Realify.ai"), a Delaware corporation (File No. 10409872) with its principal business address at 28 Geary St STE 650 494, San Francisco, CA 94108, and the entity or individual using the Realify platform ("Customer," "you"). By clicking "I Agree," executing an Order Form, or accessing the Services, you accept these Terms and all incorporated policies. If accepting for an organization, you confirm you have authority to bind it.

Electronic Acceptance

Your electronic acceptance of these Terms constitutes a legally binding agreement under the Electronic Signatures in Global and National Commerce Act (ESIGN), 15 U.S.C. § 7001 et seq., the Uniform Electronic Transactions Act (UETA) as adopted by your state (including California's Uniform Electronic Transactions Act, Cal. Civ. Code §§ 1633.1–1633.17), and any other applicable state or federal electronic signature laws. You consent to conduct this transaction electronically, to receive all notices and disclosures electronically, and you acknowledge that you have the necessary hardware and software to receive, access, and retain electronic records. You have the right to receive a paper copy of these Terms upon written request to legal@realify.ai. You may withdraw your consent to electronic transactions by sending written notice to legal@realify.ai, though doing so may terminate your ability to use the Services.

• "Services"The Realify platform, including the AI Pricing, Inventory, Demand Forecasting, Listing Intelligence, Screener, Advertising, and Profitability Agents, the Conductor orchestration system, plus all APIs, dashboards, analytics, automation, integrations, and support.
• "Customer Data"All data you upload, submit, or make available through the Services, including data retrieved from Connected Platforms on your behalf.
• "Amazon Information"Data accessed through the Amazon Selling Partner API on your behalf, as defined in Amazon's SP-API Developer Agreement.
• "Connected Platforms"Third-party services you authorize Realify to access, including Amazon SP-API, Amazon Advertising API, Shopify, WooCommerce, Magento, Walmart, eBay, Etsy, TikTok Shop, Google Ads, Meta Ads, Klaviyo, Stripe, Recharge, Gorgias, Zendesk, and Postscript.
• "Automated Actions"Operations the Services execute on a Connected Platform without a contemporaneous manual instruction, such as price updates, bid changes, budget adjustments, and inventory modifications.
• "Integration Credentials"OAuth tokens, API keys, access tokens, and similar credentials used to connect a Connected Platform.
• "Authorized Users"Your employees, contractors, and agents whom you permit to access the Services under your account.
• "Order Form"A written or electronic order or subscription agreement that references these Terms.

Realify grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the subscription term. You may not: (a) reverse-engineer, copy, or create derivative works of the Services; (b) resell or sublicense access; (c) build a competing product; (d) remove or alter any proprietary rights notice; or (e) use the Services in violation of applicable law or any Connected Platform's policies.

4.1 Platform Authorization

By connecting any Connected Platform you confirm you are the authorized account holder (or have their written consent), you have reviewed that platform's terms and API policies, and your use of Realify in connection with that platform complies with those policies. Realify connects via OAuth 2.0 and requests only minimum required permission scopes.

4.2 Automated Actions

4.3 AI Outputs — Disclaimer, Hallucination Risk, and Verification

Nothing the Services produce — including AI recommendations, pricing suggestions, demand forecasts, profitability analyses, advertising recommendations, listing optimizations, or natural-language summaries — constitutes financial, legal, tax, or professional advice. All outputs are informational and probabilistic. AI systems can produce inaccurate, incomplete, fabricated, or misleading outputs ("hallucinations") — this risk is inherent to current AI technology and cannot be eliminated. Outputs may misinterpret data, generate confident-sounding but incorrect inferences, or vary in quality across products, marketplaces, and time periods. Realify makes no representation that outputs are free of these characteristics and provides them "as is" without warranty of accuracy, completeness, or fitness for any commercial purpose. Past AI performance is not indicative of future results.

You are solely responsible for verifying all AI outputs before relying on them or permitting them as Automated Actions. Before any Automated Action with material commercial impact: review the recommendation, confirm it aligns with your strategy, validate against your operational data, and ensure compliance with all applicable platform policies and laws. Realify bears no liability for any loss arising from reliance on AI outputs.

4.4 Algorithmic Pricing

You are responsible for ensuring your pricing practices comply with all applicable laws, including antitrust and competition laws, price-fixing prohibitions, MAP agreements, and marketplace pricing policies. Each customer's Realify configuration is independent; Realify does not share pricing data between customers or facilitate coordination between sellers.

4.5 Integration Credentials

• StorageCredentials are AES-256 encrypted in access-controlled key management systems and never logged in plaintext.
• RevocationRevoke any integration via Settings > Integrations. Credentials are purged within 48 hours.
• Google AdsDeveloper tokens unused commercially for 90 consecutive days are automatically deleted, in accordance with Google Ads API Terms of Service.
• CompromiseNotify legal@realify.ai immediately of any suspected credential compromise.

Fees are set in your Order Form, in U.S. Dollars, and non-refundable unless an Order Form or law provides otherwise. Fees may increase with 60 days' notice before a renewal term. Unpaid invoices accrue interest at 1.5%/month (or the legal maximum). Realify may suspend Services after 10 days' written notice of non-payment.

• Definition"Confidential Information" means non-public information one party discloses to the other that is designated confidential or reasonably understood to be so. Realify's includes platform architecture, AI models, and algorithms. Yours includes Customer Data and business metrics.
• ObligationsEach party will hold the other's Confidential Information in strict confidence, use it only for the Services, and not disclose it without prior written consent except to personnel bound by equivalent obligations.
• ExclusionsObligations do not apply to information that is publicly known without breach, was rightfully known before disclosure, received without restriction from a third party, or independently developed.
• Compelled DisclosureIf legally compelled to disclose, the Receiving Party will promptly notify the Disclosing Party (to the extent permitted) and reasonably cooperate in seeking a protective order.
• SurvivalGeneral Confidential Information: 5 years post-termination. Trade secrets, AI models, and source code: perpetually. Customer Personal Data and Amazon Information: until deleted per applicable requirements. Perpetual obligations apply notwithstanding any general expiration.

• Realify IPThe Services and all software, AI models, algorithms, interfaces, and documentation are the exclusive property of Realify and its licensors. These Terms grant no IP rights beyond Section 3.
• Customer IPYou retain all rights in Customer Data and grant Realify a non-exclusive, worldwide, royalty-free license to process Customer Data solely to provide the Services. This license terminates on account closure subject to retention requirements.
• FeedbackFeedback you provide is licensed to Realify perpetually and royalty-free.
• IP IndemnificationRealify will defend you against claims that the Services (used per these Terms) infringe a U.S. patent, copyright, or trademark, except for claims arising from your modifications, Customer Data, unauthorized combinations, or failure to use a non-infringing version. This states Realify's entire liability for IP infringement.

Each party warrants it has authority to enter these Terms.

Exceptions: payment obligations, indemnification, gross negligence or willful misconduct, and confidentiality breaches.

By Customer

You will defend, indemnify, and hold harmless Realify from all third-party claims, damages, losses, and expenses arising from: (a) your use of the Services; (b) Customer Data; (c) your breach of these Terms or applicable law; (d) Automated Actions from your configuration; (e) your violation of a Connected Platform's terms.

Process

The indemnified party must promptly notify the indemnifying party, give it sole defense control, and provide reasonable cooperation. Settlements may not impose obligations on or admit liability of the indemnified party without prior written consent.

These Terms commence on your first access and continue until all Order Forms expire or are terminated. Either party may terminate for uncured material breach (30 days' notice). Realify may terminate or suspend immediately for breaches of Sections 3, 4, or the AUP, security or legal risk, or Connected Platform requirement.

Data Export

Upon termination, you have 60 days to export Customer Data in CSV, JSON, or via API. Enterprise customers may request a one-time data export package within 14 business days. Realify provides read-only access during this period and reasonable technical export assistance at no cost for the first 30 days. Customer Data is deleted from live systems within 30 days after the export period ends; backups purged within 90 days. Amazon Information is deleted per Privacy Policy Section 5.1. Realify provides written deletion confirmation on request.

Refunds

If you terminate for Realify's uncured breach, Realify refunds prepaid fees pro-rata from the termination date.

Survival

Sections 6, 7, 8, 9, 10, 13, and 14 survive termination.

The Services are subject to U.S. export control laws (EAR) and OFAC sanctions. You represent you are not located in or organized under a sanctioned country and are not on any U.S. restricted-party list. Each party will comply with anti-bribery and anti-corruption laws, including the FCPA.

DMCA

Realify respects intellectual property rights. To submit a copyright infringement notice, contact dmca@realify.ai (Attn: DMCA Agent, 28 Geary St STE 650 494, San Francisco, CA 94108). Notices must satisfy 17 U.S.C. § 512 requirements, including: (a) signature of the copyright owner or authorized agent; (b) identification of the infringed work; (c) identification of the infringing material with location information; (d) contact information; (e) a good-faith belief statement; and (f) a statement of accuracy under penalty of perjury. Counter-notices may be submitted to dmca@realify.ai. Repeat infringers may have their accounts terminated. Realify has registered its DMCA agent with the U.S. Copyright Office (https://www.copyright.gov/dmca-directory).

Mandatory Arbitration

All Disputes must be resolved by binding arbitration — not litigation in court. Read this section carefully.

All disputes arising from these Terms or the Services are resolved by binding arbitration under AAA Commercial Arbitration Rules, by a single arbitrator in San Francisco, CA (or by videoconference).

Opt-out: email legal@realify.ai with subject "Arbitration Opt-Out" within 30 days of first acceptance, including your name, company, and email. Either party may seek injunctive relief in court to protect IP or Confidential Information. Governing law: California, without conflict-of-law principles. For opted-out or non-arbitrable matters: exclusive jurisdiction of state and federal courts in San Francisco County, California.

Uptime Commitment: 99.95% monthly. Measured as available minutes divided by total minutes per calendar month, per Realify's monitoring infrastructure reported at status.realify.ai.

Exclusions

Scheduled maintenance (up to 4 hours/month, 48 hours' notice); emergency maintenance; Connected Platform outages; force majeure; customer-caused issues; Preview/Beta/Alpha features.

Service Credits

Request credits by emailing legal@realify.ai within 30 days of the affected month. Credits apply to future fees and are not refundable in cash. Service Credits are the sole and exclusive remedy for any Uptime Commitment failure.

Support

Business hours: 9 AM–6 PM Pacific, Monday–Friday, excluding U.S. federal holidays. P1 issues addressed 24×7. Status page: status.realify.ai. Material incidents posted within 30 minutes; P1 post-incident reviews published within 5 business days. Realify may modify the Uptime Commitment or Service Credit schedule upon 60 days' written notice; reductions apply only to renewal terms following the notice period.

• Entire AgreementThese Terms, Order Forms, and incorporated policies supersede all prior agreements.
• AmendmentsRealify may amend with 30 days' written notice. Continued use constitutes acceptance. Version history: realify.ai/legal/versions.
• AssignmentYou may not assign without Realify's consent. Realify may assign in a merger or asset sale.
• NoticesTo Realify: legal@realify.ai and first-class mail to 28 Geary St STE 650 494, San Francisco, CA 94108, Attn: Legal. Notices are effective upon confirmed delivery.
• SeverabilityIf any provision is unenforceable, it will be modified to the minimum extent necessary; remaining provisions continue in full force.
• Force MajeureNeither party is liable for delays from circumstances beyond reasonable control, including natural disasters, government actions, war, cyberattacks, or Connected Platform outages.
• TrademarksAmazon, Amazon Advertising, Shopify, Google Ads, and Meta are trademarks of their respective owners. Realify is not affiliated with, endorsed by, or sponsored by any Connected Platform.
• Open SourceComponent list at realify.ai/legal/oss.
• Electronic RecordsRealify maintains records of these Terms and your acceptance in accordance with applicable law. Version history available at realify.ai/legal/versions.