LISTASSIST TERMS OF SERVICE AND END USER LICENSE AGREEMENT Last Updated: September 21, 2026 Terms Version: 2.0 IMPORTANT: THIS IS A COUNSEL-READY DRAFT AND SHOULD BE REVIEWED BY QUALIFIED LEGAL COUNSEL BEFORE PUBLICATION OR ENFORCEMENT. These Terms of Service and End User License Agreement (the "Terms") form a binding agreement between you and [LISTASSIST LEGAL ENTITY NAME], a [STATE AND ENTITY TYPE] ("ListAssist," "we," "us," or "our"). These Terms govern your access to and use of: - the ListAssist browser extension (the "Extension"); - ListAssist.io and associated account pages (the "Site"); - ListAssist servers, APIs, account, authentication and configuration services; - any inventory, analytics, research, listing-management or other ListAssist features we provide; collectively, the "Service." By creating an account, checking an acceptance box, purchasing a subscription, installing or using the Extension, or otherwise accessing the Service after being presented with these Terms, you agree to them. If you do not agree, do not use the Service. If you use the Service on behalf of a company or other organization, you represent that you have authority to bind that organization, and references to "you" include that organization where applicable. IMPORTANT: SECTION 16 CONTAINS AN AGREEMENT TO ARBITRATE CERTAIN DISPUTES ON AN INDIVIDUAL BASIS AND A CLASS-ACTION WAIVER. IT ALSO PROVIDES A TIME-LIMITED RIGHT TO OPT OUT OF ARBITRATION. HAVE COUNSEL CONFIRM THIS SECTION BEFORE LAUNCH. 1. ELIGIBILITY 1.1 Age and capacity You must be at least 18 years old and legally capable of entering into a binding agreement. 1.2 Legal use You may use the Service only where its use is lawful. You may not use the Service if applicable law prohibits you from receiving or using the Service, including applicable export-control or sanctions laws. 1.3 Previously terminated users You may not create another account to evade a suspension or termination imposed for violation of these Terms unless ListAssist expressly authorizes you to do so. 2. ACCOUNTS 2.1 Registration You must provide accurate account information and keep information that is material to your account current. 2.2 Individual accounts Unless your plan expressly permits multiple users, an account is licensed to one individual. You may not sell, rent, sublicense, lend, share, transfer or otherwise provide another person with access to your account or authentication credentials. Business or team functionality, if offered, may have separate permitted-user limits. 2.3 Account security You are responsible for taking reasonable steps to protect your password, devices and authentication methods. Notify us promptly at [SECURITY EMAIL] if you believe your account or device has been compromised. You are responsible for activity you knowingly authorize or that results from your failure to use reasonable account-security measures. This provision does not make you responsible for unauthorized activity caused by ListAssist's own breach of these Terms, security failure, or conduct for which responsibility cannot lawfully be shifted to you. 2.4 Registered devices ListAssist may restrict an account to a stated number of browsers, profiles or devices. We may require device registration, reauthentication or removal of an old device before a new device can be registered. You may not falsify, reset, clone, manipulate or otherwise circumvent device-registration or device-limit mechanisms. 2.5 No account evasion You may not use multiple accounts, devices, identities or payment methods for the purpose of bypassing: - subscription requirements; - trials; - promotional limits; - device limits; - rate limits; - suspensions; - access controls; or - other Service restrictions. 3. SUBSCRIPTIONS, BILLING, PREPAYMENT AND RENEWAL 3.1 Paid features Some or all Service functionality may require an active paid subscription or another qualifying entitlement. The specific price, billing period, included features and material limitations applicable to your subscription will be disclosed at checkout. 3.2 Automatic renewal and monthly prepayment If you purchase a monthly automatically renewing subscription, each subscription charge is an advance payment for the entire monthly billing period beginning on the applicable renewal date. Your subscription renews for successive monthly billing periods until cancelled or otherwise terminated in accordance with these Terms. Before obtaining billing information or charging you, ListAssist will disclose the material subscription terms required by applicable law, including the subscription price, billing frequency, automatic-renewal terms and cancellation method. You authorize ListAssist and its payment processor to charge the payment method associated with your subscription for each properly disclosed monthly renewal until cancellation becomes effective. 3.3 Consent to recurring charges ListAssist will obtain any affirmative consent required by applicable law before charging a payment method for recurring subscription charges. Acceptance of these Terms does not replace any separate checkout disclosure or consent required by applicable law. 3.4 Cancellation You may cancel an automatically renewing subscription using the cancellation mechanism provided through the Site, account interface, or another method clearly disclosed to you. Cancellation stops future renewals. Unless applicable law requires otherwise, cancelling during an already-paid monthly billing period does not shorten that billing period, generate a prorated refund, or create a credit for unused days. Where access remains available following cancellation, you may continue using the applicable paid features through the end of the monthly billing period for which payment has already been made. 3.5 Monthly fees are prepaid and non-prorated Monthly subscription fees are charged in advance for the complete monthly billing period and are not calculated on a daily, hourly, per-listing, or usage basis. Once a monthly billing period begins, the charge for that billing period is considered earned and non-refundable except where: (a) applicable law requires a refund; (b) ListAssist expressly agrees in writing to provide one; or (c) a specific promotion, guarantee, or checkout term expressly provides otherwise. Accordingly, ListAssist does not provide partial-month refunds, prorated refunds, prorated credits, or refunds for unused days merely because: - you cancel before the end of the billing period; - you stop using the Service; - you uninstall the Extension; - you voluntarily close your account; - you fail to use available features; - a particular supported marketplace or retailer becomes unavailable; - your account is suspended or terminated because of your breach of these Terms, fraud, nonpayment, circumvention, unauthorized account sharing, abuse, unlawful conduct, or security-related misuse; or - your access otherwise ends before the expiration of an already-paid billing period for reasons attributable to you. Your obligation for the monthly charge is for the billing period as a whole rather than for any particular number of days or amount of usage during that period. 3.6 No automatic conversion of promotional eligibility Expiration of a trial, promotional entitlement, Twitch-linked entitlement, Prime-related entitlement, or other non-paid eligibility does not authorize ListAssist to begin charging you for a paid subscription unless you separately agreed to that paid subscription and its recurring billing terms. 3.7 Price changes ListAssist may change subscription prices prospectively. Any required notice will be provided before a changed recurring price becomes effective. Unless otherwise permitted by applicable law, a price change will first apply to a future monthly billing period after the applicable notice period. 3.8 Failed payments If an authorized recurring payment fails, ListAssist may retry the payment as permitted by applicable law and the payment processor, notify you, suspend paid functionality, or terminate the subscription. A failed or reversed payment does not create a right to continued paid access. 3.9 Taxes You are responsible for applicable taxes except taxes imposed on ListAssist's income. 3.10 Payment processing Payment processing may be provided by Stripe or another third-party processor. ListAssist does not need to receive or store your complete payment-card number when the payment processor handles that information directly. Your use of the payment processor may also be subject to that provider's terms. 4. PROMOTIONAL, TWITCH AND PRIME-RELATED ENTITLEMENTS 4.1 Promotional access ListAssist may offer trials, discounts, promotional access or alternative subscription eligibility. The conditions displayed with the applicable promotion govern that promotion. We may limit promotions to one per person, household, account, device, payment method or other reasonable criterion disclosed with the promotion. 4.2 Twitch-linked eligibility ListAssist may provide discounted or included access to users with an active qualifying subscription to [CHANNEL NAME] on Twitch, including qualifying subscriptions obtained through Prime Gaming if offered. To verify eligibility, ListAssist may require you to connect your Twitch account using Twitch's authorization process. 4.3 Eligibility changes Twitch-linked ListAssist eligibility may end when: - the qualifying Twitch subscription expires or is cancelled; - Twitch no longer reports the required eligibility; - the Twitch account is disconnected; - ListAssist can no longer verify eligibility; - the promotion ends under its disclosed terms; or - the account otherwise becomes ineligible. Expiration of promotional eligibility does not authorize ListAssist to charge you for a different paid plan unless you separately agreed to that paid subscription. 4.4 Third-party status ListAssist is an independent product and is not affiliated with, sponsored by, endorsed by or operated by Twitch, Amazon or Prime Gaming unless expressly stated otherwise. Twitch and Amazon may change or discontinue their own services, APIs or benefits. 5. LICENSE TO THE EXTENSION 5.1 Limited license Subject to these Terms and any applicable subscription requirements, ListAssist grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to install and use the Extension in the form officially distributed or authorized by ListAssist on devices permitted under your plan, solely for your own lawful use of the Service. The Extension is licensed, not sold. 5.2 Authorized distribution Unless ListAssist expressly authorizes another distribution method, you may use only the official ListAssist Extension distributed through the Chrome Web Store or another source specifically identified by ListAssist. 5.3 Updates The Extension may update automatically through the browser or applicable extension store. The Service may also provide data, configuration, compatibility information and other resources used by the Extension. Some updates may be required for continued compatibility, security or access. 5.4 Reservation of rights Except for the limited license expressly granted in these Terms, ListAssist and its licensors reserve all rights in the Extension and Service. 5.5 Chrome Web Store Google is not a party to these Terms and is not responsible for the Extension or the Service. Your download and use of the Extension may also be subject to applicable Chrome Web Store terms and policies. 6. INTELLECTUAL PROPERTY AND PROTECTED SERVICE MATERIALS 6.1 ListAssist property As between you and ListAssist, ListAssist owns or licenses the software, source code, object code, architecture, designs, interfaces, documentation, branding and other original materials comprising the Service, subject to third-party and open-source rights. 6.2 Protected Service Materials For purposes of these Terms, "Protected Service Materials" means non-public or access-controlled ListAssist materials such as: - server-side software and logic; - non-public APIs; - access-controlled configuration; - marketplace and retailer compatibility data; - selector and field-map compilations; - mapping tables; - site profiles; - non-public rule sets; - account/device security mechanisms; - unreleased features; - non-public service responses; - internal datasets; - proprietary research or intelligence; - security and abuse-detection mechanisms; and - other information that ListAssist reasonably treats as non-public. Protected Service Materials may constitute confidential information and, where the legal requirements are satisfied, trade secrets. Nothing in these Terms declares information to be a trade secret when it does not qualify for protection as one under applicable law. 6.3 Copyright The Extension and other protectable portions of the Service are protected by copyright and other intellectual-property laws. The fact that software is delivered to your browser does not transfer ownership of that software to you. 6.4 Trademarks ListAssist, its logos and its distinctive product names and branding are trademarks or trade dress of ListAssist or its licensors. You may not use them in a manner likely to create confusion regarding source, sponsorship or affiliation. 6.5 Open-source software Open-source components are governed by their applicable open-source licenses. Nothing in these Terms restricts rights that an applicable open-source license affirmatively grants you. 7. RESTRICTIONS ON SOFTWARE AND SERVICE ACCESS Except to the extent a restriction is prohibited by applicable law that cannot be waived by contract, you may not, and may not assist another person to: 7.1 Repackage or redistribute Copy, publish, distribute, resell, rent, lease, sublicense, host, mirror or repackage the Extension or a modified version of it except as expressly authorized by ListAssist or applicable open-source licensing. 7.2 Circumvent access controls Bypass, disable, defeat, manipulate or interfere with: - subscription checks; - server authorization; - authentication; - registered-device restrictions; - session controls; - rate limits; - configuration access restrictions; - feature entitlements; - technological protection measures; or - other access controls. 7.3 Unauthorized clients Use a modified, emulated, automated or unauthorized client to obtain Protected Service Materials or access a protected ListAssist API except where ListAssist expressly authorizes that client. This does not prohibit ordinary browser developer tools, accessibility tools or interoperability activity that applicable law affirmatively protects. 7.4 Reverse engineering for prohibited purposes Reverse engineer, decompile, disassemble, de-minify, translate or analyze the Extension or Protected Service Materials for the purpose of: - bypassing payment or access controls; - reproducing non-public ListAssist functionality; - obtaining Protected Service Materials without authorization; - creating an unauthorized derivative or competing copy; - discovering credentials or security controls for misuse; or - repackaging or redistributing ListAssist. This restriction does not apply to activity that applicable law expressly permits notwithstanding contractual restrictions. 7.5 Automated analysis for competitive or circumvention purposes Submit, upload or provide ListAssist software, Protected Service Materials, access-controlled configuration or non-public Service responses to an artificial-intelligence system, automated code-analysis system or similar service for the purpose of: - defeating ListAssist access controls; - reconstructing Protected Service Materials; - creating a competing or substitute service from ListAssist's protected implementation; - repackaging ListAssist; or - training or improving a competing product using non-public ListAssist materials. This provision does not prohibit ordinary use of general-purpose tools for your own lawful troubleshooting where no protected information is improperly disclosed or used. 7.6 Competitive harvesting Systematically extract, harvest or compile Protected Service Materials for use in building, training, benchmarking or maintaining a competing marketplace-listing automation product. Nothing in this section prevents ordinary competitive analysis based on publicly available information where permitted by law. 7.7 No removal of notices Do not remove or falsify copyright, trademark, license or proprietary notices from ListAssist software or documentation. 8. API, CONFIGURATION AND AUTOMATED-ACCESS RULES 8.1 Official use ListAssist servers and APIs are provided to support authorized use of the Service. Access to non-public endpoints does not imply permission to use them outside their intended Service workflow. 8.2 No enumeration or reconstruction You may not systematically query, scrape, crawl, enumerate or bulk-request ListAssist servers for the purpose of reconstructing: - configuration datasets; - mappings; - compatibility data; - internal IDs; - product intelligence; - marketplace intelligence; - account data; - security behavior; or - other Protected Service Materials. 8.3 No quota evasion You may not evade Service limits by: - rotating accounts; - rotating devices; - falsifying identifiers; - distributing requests across unauthorized users; - bypassing throttling; - manipulating request headers or client state for the purpose of avoiding enforcement; or - otherwise disguising automated harvesting. 8.4 Rate limits ListAssist may enforce reasonable account, device, endpoint or usage limits for security, reliability, abuse prevention and plan enforcement. 8.5 Monitoring and enforcement To secure and operate the Service, ListAssist may log and analyze security and operational events as described in the Privacy Policy. ListAssist may suspend, restrict or terminate access, block devices, preserve relevant records, and take other proportionate measures when it reasonably believes misuse or unauthorized access has occurred. 9. SECURITY RESEARCH 9.1 Reporting vulnerabilities If you believe you discovered a ListAssist vulnerability, report it to: [SECURITY EMAIL] and provide enough information for us to reproduce the issue. 9.2 No expanded authorization Unless ListAssist separately publishes a security-research or vulnerability-disclosure policy granting additional authorization, these Terms do not authorize you to: - access another user's data; - retain authentication material that is not yours; - degrade or disrupt the Service; - evade payment to test paid functionality; - conduct denial-of-service testing; - perform broad automated scanning; - exfiltrate Protected Service Materials; or - publicly disclose sensitive vulnerability details in a way that creates an unreasonable risk to users before a reasonable remediation opportunity. Nothing here restricts rights that applicable law expressly protects. 10. YOUR LISTINGS AND CONTENT 10.1 Your Content "Your Content" means listing text, images, product information, notes and other material that you provide to ListAssist or expressly ask ListAssist to process. As between you and ListAssist, you retain your rights in Your Content. 10.2 Limited processing license You grant ListAssist a non-exclusive, worldwide, royalty-free license to host, reproduce, process, transmit, transform and display Your Content only as reasonably necessary to: - provide the Service; - perform actions you request; - maintain and secure the Service; - troubleshoot; - comply with law; and - exercise other uses disclosed in the Privacy Policy. 10.3 Third-party content Product descriptions, photographs, trademarks and other information extracted from retailer, marketplace or other third-party pages may belong to third parties. ListAssist does not grant you rights in third-party content merely because the Service can read or transfer it. You are responsible for determining whether you have the right to use such material in a listing. 10.4 Listing responsibility You are responsible for the listings submitted through your marketplace accounts, including: - product identity; - title; - description; - condition; - category; - price; - images; - shipping terms; - legal disclosures; and - accuracy. ListAssist may extract or populate incorrect, incomplete or outdated information. Review listing information before publication when reasonably possible. 10.5 Prohibited listings You may not knowingly use ListAssist to list or facilitate transactions involving items that are unlawful, stolen, counterfeit, recalled where sale is prohibited, or otherwise prohibited by applicable law. You are responsible for applicable marketplace restrictions. 11. MARKETPLACES, RETAILERS AND OTHER THIRD PARTIES 11.1 Independent third parties Unless expressly stated otherwise, ListAssist is not affiliated with, sponsored by, endorsed by or operated by: - eBay; - Meta or Facebook; - Mercari; - Poshmark; - Depop; - Grailed; - Craigslist; - StockX; - Amazon; - Target; - Walmart; - Best Buy; - Nike; - Pokémon; - or other third-party retailers or marketplaces with which the Service may interact. All third-party names and marks belong to their respective owners. 11.2 Your third-party accounts The Extension operates in connection with third-party websites and accounts that you access. ListAssist does not receive ownership or control of those accounts. 11.3 Third-party terms Your use of a marketplace or retailer remains subject to that third party's applicable terms, policies and restrictions. You are responsible for determining whether your use of ListAssist with a particular service is permitted. Do not use a ListAssist feature with a third-party service where your use would violate applicable law or binding terms applicable to you. 11.4 No guarantee of continued compatibility Third-party sites can change: - HTML; - APIs; - interfaces; - login flows; - automation controls; - categories; - policies; - permissions; and - account rules without notice. ListAssist therefore does not guarantee continuous compatibility with any specific marketplace, retailer or website. 11.5 Third-party enforcement To the maximum extent permitted by law, ListAssist is not responsible for a third party's independent decision to: - remove a listing; - reject content; - restrict an account; - suspend an account; - impose a fee; - change a policy; or - discontinue functionality. This provision does not exclude responsibility for ListAssist's own conduct where liability cannot lawfully be excluded. 12. SERVICE CONFIGURATION, UPDATES AND AVAILABILITY 12.1 Configuration The Service may deliver configuration, compatibility information, selectors, field mappings, feature settings and other data to an authorized Extension. Such resources remain part of the Service and are licensed only for use by the authorized Extension for the duration and purpose permitted by these Terms. 12.2 No right to bulk configuration Your authorized Extension's receipt of configuration does not grant you a right to: - harvest; - republish; - resell; - expose publicly; - systematically archive; or - use the configuration to maintain an unauthorized competing client. 12.3 Changes to supported services ListAssist may add, modify, suspend or discontinue support for individual marketplaces, retailers or features. The unavailability, modification, or discontinuation of an individual marketplace, retailer, integration, feature, workflow, or third-party compatibility during an already-paid monthly billing period does not by itself create a right to a prorated or partial-month refund, except where applicable law requires otherwise or ListAssist expressly agrees in writing. 12.4 Security updates We may require software or configuration updates when reasonably necessary to address: - security vulnerabilities; - third-party compatibility; - fraud; - abuse; - legal requirements; or - material operational changes. 13. DATA AND PRIVACY 13.1 Privacy Policy Our Privacy Policy at [PRIVACY POLICY URL] describes our collection, use, retention, sharing and protection of personal information. The Privacy Policy should be read together with these Terms. 13.2 Extension disclosures Some data-handling activities may also be disclosed through the Chrome Web Store or within the Extension. ListAssist will endeavor to keep its applicable store disclosures, product disclosures and Privacy Policy consistent with the Service's actual behavior. 13.3 Data minimization ListAssist intends to collect and retain information reasonably necessary for: - account administration; - providing requested functionality; - billing; - entitlement; - device registration; - security; - fraud prevention; - debugging; - reliability; - customer support; - legal compliance; and - disclosed product improvement. 13.4 Listing-action data If ListAssist collects information about edits or actions performed as part of a ListAssist listing workflow, such collection and its purposes will be described in the applicable Privacy Policy and disclosures. ListAssist will not treat unrelated browsing activity as listing-action data merely because the Extension is installed. 13.5 Aggregated or de-identified information To the extent permitted by applicable law and applicable platform policies, ListAssist may use properly aggregated or de-identified operational information for analytics, security and Service improvement. 13.6 No sale of personal information ListAssist will not sell personal information in exchange for monetary consideration as part of its ordinary business model. Counsel should ensure this statement remains accurate under all applicable statutory definitions before launch. 14. FEEDBACK If you voluntarily provide ideas, suggestions or feedback concerning ListAssist, you grant ListAssist a perpetual, worldwide, royalty-free right to use that feedback without restriction or compensation, provided this does not transfer ownership of Your Content or confidential material you clearly identify as belonging to you. 15. SUSPENSION AND TERMINATION 15.1 Termination by you You may stop using the Service at any time. You may close your account using an available account mechanism or by contacting [SUPPORT EMAIL]. Closing an account, uninstalling the Extension, or otherwise discontinuing use does not itself create a right to a refund for an already-paid monthly billing period. You must separately cancel any automatically renewing subscription if necessary to stop future renewal charges. 15.2 Cancellation of future renewals When you cancel a monthly subscription, future automatic renewals will stop in accordance with the cancellation terms disclosed to you. Cancellation does not retroactively cancel the monthly billing period that has already begun and been paid. No prorated refund or credit is provided for the unused portion of that billing period except where required by law. 15.3 Suspension or termination for breach or misuse ListAssist may suspend, restrict, or terminate your account or access if reasonably necessary because of: - breach of these Terms; - nonpayment or payment reversal; - fraud; - unauthorized account or credential sharing; - circumvention of subscription, device, authentication, configuration, or other access controls; - unauthorized API access or harvesting; - misuse affecting ListAssist, another user, or a third party; - unlawful activity; - material security risk; or - another material violation of an applicable Service restriction. If ListAssist suspends or terminates access during an already-paid monthly billing period because of your breach, fraud, abuse, circumvention, unauthorized sharing, unlawful activity, security-related misuse, or other conduct prohibited by these Terms, the monthly fee remains non-refundable and will not be prorated. Termination of access does not eliminate payment obligations already incurred. 15.4 Immediate protective action Where reasonably necessary to protect users, accounts, infrastructure, third parties, or ListAssist, we may immediately suspend or restrict access without advance notice. Where appropriate, we may provide notice afterward. An immediate security suspension caused by suspected misconduct does not automatically entitle you to a prorated refund. If our investigation determines that the suspension was erroneous and you did not violate these Terms, ListAssist may restore access, extend the affected subscription period, issue a credit, or provide another appropriate remedy. 15.5 Termination by ListAssist without user breach If ListAssist elects to discontinue your individual paid subscription for business reasons unrelated to your breach, misconduct, nonpayment, fraud, security risk, or violation of these Terms, ListAssist may allow your paid access to continue through the end of the monthly billing period for which you have already paid. If ListAssist instead ends that paid access before the end of the already-paid billing period, any refund, credit, extension, or other remedy will be provided only to the extent required by applicable law or expressly offered by ListAssist. Nothing in these Terms permits ListAssist to retain payment where applicable law requires repayment. 15.6 Service-wide discontinuation ListAssist may discontinue the Service or a paid plan. Where reasonably practicable, ListAssist will provide advance notice of a permanent discontinuation affecting an active paid plan. Already-paid monthly subscription charges remain governed by Sections 3 and 15 and applicable law. 15.7 Effect of termination Termination ends your right to obtain protected paid Service resources after the effective termination date. Termination does not grant you continuing rights to: - protected ListAssist APIs; - account-gated configuration; - subscription-only functionality; - non-public Service materials; or - future ListAssist updates. 15.8 Survival Provisions concerning ownership, intellectual property, Protected Service Materials, previously incurred payment obligations, restrictions, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and general legal provisions survive termination to the extent applicable. 16. DISPUTE RESOLUTION AND ARBITRATION COUNSEL REVIEW REQUIRED BEFORE LAUNCH. 16.1 Informal dispute notice Before commencing arbitration or litigation other than an eligible small-claims or urgent equitable matter, the complaining party will send a written notice describing: - the party's name and contact information; - the account involved, if applicable; - the facts giving rise to the dispute; - the relief requested. Notices to ListAssist must be sent to: [LEGAL NOTICE EMAIL / ADDRESS] The parties will attempt in good faith to resolve the dispute for at least 30 days after receipt of a complete notice. 16.2 Individual arbitration Except for the matters described in Section 16.4 and except where prohibited by applicable law, disputes arising out of or relating to the Service or these Terms that cannot be resolved informally will be resolved by binding individual arbitration under the Federal Arbitration Act. Arbitration will be administered by the American Arbitration Association under the applicable AAA Consumer Arbitration Rules, unless the parties agree otherwise. 16.3 No class proceedings To the extent permitted by law, each party agrees to bring covered disputes only in an individual capacity and not as a plaintiff, class member or representative in a class, collective, coordinated or representative proceeding. The arbitrator may award relief only to the individual party seeking relief except where applicable law requires otherwise. 16.4 Exceptions Either party may: - bring an eligible individual claim in small-claims court; - seek temporary or preliminary court relief necessary to preserve the status quo pending arbitration; or - seek judicial relief concerning actual or threatened infringement, misappropriation, unauthorized access, circumvention, misuse of confidential information or other violations involving intellectual property or security where equitable relief is legally available. 16.5 Arbitration opt-out You may opt out of Sections 16.2 and 16.3 by sending a written notice to [ARBITRATION OPT-OUT EMAIL/ADDRESS] within 30 days after you first accept a version of these Terms containing mandatory arbitration. The notice must identify: - your name; - the email associated with your ListAssist account; and - a clear statement that you opt out of arbitration. Opting out of arbitration will not affect your ListAssist account or subscription. 16.6 Arbitration location For consumer disputes, arbitration may occur by video, telephone, documents-only proceedings or another location permitted under the applicable AAA rules and law. ListAssist will not require a consumer to physically travel to Florida where applicable law or the arbitration rules provide otherwise. 16.7 Governing law Except to the extent preempted by federal law or superseded by mandatory law applicable to you, these Terms are governed by the laws of the State of [FLORIDA], without regard to conflict-of-law rules. 16.8 Court venue For disputes properly heard in court rather than arbitration, the parties consent to jurisdiction and venue in the appropriate state or federal courts located in [PALM BEACH COUNTY, FLORIDA], except where mandatory applicable law requires another venue. 17. DISCLAIMERS 17.1 As-is service TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." LISTASSIST DISCLAIMS IMPLIED WARRANTIES TO THE EXTENT THOSE WARRANTIES MAY LAWFULLY BE DISCLAIMED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 17.2 No marketplace guarantee LISTASSIST DOES NOT WARRANT THAT: - A PARTICULAR MARKETPLACE OR RETAILER WILL REMAIN SUPPORTED; - A THIRD-PARTY SITE WILL NOT CHANGE; - EVERY FIELD WILL BE POPULATED CORRECTLY; - EXTRACTION WILL ALWAYS BE ACCURATE; - EVERY IMAGE WILL BE CORRECT; - A LISTING WILL BE ACCEPTED; - A MARKETPLACE WILL ALLOW A PARTICULAR TOOL OR WORKFLOW; - THE SERVICE WILL PRODUCE A PARTICULAR SALE, PRICE, PROFIT OR BUSINESS RESULT; OR - THE SERVICE WILL ALWAYS BE UNINTERRUPTED OR ERROR-FREE. 17.3 No professional advice Unless expressly stated otherwise, ListAssist does not provide legal, tax, accounting, investment or other regulated professional advice. 18. LIMITATION OF LIABILITY 18.1 Excluded damages TO THE MAXIMUM EXTENT PERMITTED BY LAW, LISTASSIST AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST BUSINESS, LOST SALES, LOST GOODWILL OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THE SERVICE, EVEN IF ADVISED THAT SUCH DAMAGES MAY OCCUR. 18.2 Marketplace consequences SUBJECT TO APPLICABLE LAW, THE FOREGOING INCLUDES DAMAGES RESULTING FROM THIRD-PARTY MARKETPLACE: - LISTING REMOVALS; - ACCOUNT RESTRICTIONS; - ACCOUNT SUSPENSIONS; - FEES; - POLICY CHANGES; OR - SERVICE OUTAGES, TO THE EXTENT THOSE CONSEQUENCES ARE NOT CAUSED BY CONDUCT FOR WHICH LISTASSIST'S LIABILITY CANNOT LAWFULLY BE LIMITED. 18.3 Liability cap TO THE MAXIMUM EXTENT PERMITTED BY LAW, LISTASSIST'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID DIRECTLY TO LISTASSIST FOR THE SERVICE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) US $100. 18.4 Non-excludable liability Nothing in these Terms excludes or limits liability to the extent applicable law prohibits that exclusion or limitation. Mandatory consumer rights remain unaffected. 19. INDEMNIFICATION To the extent permitted by applicable law, you will indemnify and hold harmless ListAssist and its officers, owners, employees and contractors from third-party claims, damages, judgments and reasonable costs, including attorneys' fees, arising from: - Your Content; - products or listings you offer; - your intentional or unlawful misuse of the Service; - your infringement or violation of third-party rights; or - your material breach of these Terms. This obligation does not require you to indemnify ListAssist for claims caused by ListAssist's own negligence, willful misconduct or breach where such allocation would be prohibited by law. Consumer indemnification obligations apply only to the extent enforceable under applicable law. 20. CHANGES TO THE SERVICE AND THESE TERMS 20.1 Service changes ListAssist may update the Service to: - improve functionality; - respond to third-party site changes; - address security; - comply with law; - reduce abuse; - add or remove integrations; or - otherwise operate the business. 20.2 Changes to Terms We may update these Terms prospectively. For material changes, we will provide reasonable notice through one or more appropriate methods such as: - the Extension; - the Site; - account notice; or - email. Where appropriate, we may require affirmative acceptance of a new Terms version before continued use of affected functionality. 20.3 No retroactive creation of liability Changes to these Terms will not retroactively create liability for conduct that occurred before the changed provision took effect unless applicable law permits and the parties expressly agree. 20.4 Subscription changes Changes to recurring subscription terms will be handled in accordance with applicable billing and consumer-protection law. 21. ELECTRONIC ACCEPTANCE AND RECORDS 21.1 Electronic agreement You agree that electronic acceptance and communications may satisfy legal requirements for written agreements and notices where permitted by law. 21.2 Acceptance records ListAssist may record information reasonably necessary to establish acceptance of these Terms, including: - account; - Terms version; - timestamp; - registered device or client; and - security metadata reasonably related to verifying acceptance. Handling of personal information is governed by the Privacy Policy. 21.3 Reacceptance ListAssist may request acceptance again when a materially updated Terms version takes effect. 22. COPYRIGHT COMPLAINTS If ListAssist hosts user-submitted material and you believe material available through the Service infringes your copyright, contact: [DMCA AGENT NAME] [DMCA ADDRESS] [DMCA EMAIL] with a notice containing the information required by applicable U.S. copyright law. If appropriate for the Service, ListAssist may adopt and reasonably implement a repeat-infringer policy. Counsel should determine whether ListAssist should register a designated DMCA agent before this section is activated. 23. EXPORT CONTROLS AND SANCTIONS You may not use or export the Service in violation of applicable U.S. export-control, trade-control or sanctions laws. You represent that you are not prohibited from using the Service under laws applicable to you. 24. FORCE MAJEURE ListAssist will not be responsible for delay or failure caused by circumstances beyond its reasonable control, including: - internet or hosting outages; - third-party marketplace changes; - browser changes; - payment-network failures; - acts of government; - natural disasters; - labor disruptions; - cyberattacks despite reasonable precautions; or - failures of third-party infrastructure, except to the extent applicable law provides otherwise. 25. ASSIGNMENT You may not assign or transfer these Terms or your account without ListAssist's prior written consent, except where applicable law provides otherwise. ListAssist may assign these Terms in connection with: - a merger; - acquisition; - financing; - corporate reorganization; or - sale of all or substantially all assets relating to the Service, subject to applicable law. 26. NO WAIVER Failure to enforce a provision is not a waiver of the right to enforce it later. A waiver is effective only to the extent expressly given. 27. SEVERABILITY If a provision is determined to be invalid or unenforceable, the remaining provisions remain effective to the maximum extent permitted by law. An invalid provision will be enforced or modified only to the extent legally appropriate rather than expanding it beyond its lawful scope. 28. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE These Terms, applicable checkout terms and policies expressly incorporated by reference constitute the agreement between you and ListAssist concerning the Service and supersede prior ListAssist terms addressing the same subject. If there is a conflict regarding subscription price, billing interval, renewal, cancellation, or a specific promotion, the specific terms clearly presented to you when you purchased or accepted that subscription or promotion control for that issue. Third-party terms govern your separate relationship with the applicable third party. 29. NO THIRD-PARTY BENEFICIARIES Except where these Terms expressly state otherwise or applicable law requires otherwise, these Terms do not create enforceable rights for persons who are not parties to them. Google, Chrome, Twitch, Amazon, Stripe and marketplace/retailer providers are not parties to these Terms merely because their services are referenced. 30. CONTACT INFORMATION ListAssist Legal Entity: [LEGAL ENTITY NAME] Mailing Address: [MAILING ADDRESS] General Support: [SUPPORT EMAIL] Security Reports: [SECURITY EMAIL] Legal Notices: [LEGAL NOTICE EMAIL] Arbitration Opt-Out: [ARBITRATION OPT-OUT EMAIL OR ADDRESS] Privacy Policy: [PRIVACY POLICY URL] ACCEPTANCE LANGUAGE FOR THE PRODUCT UI The acceptance checkbox/button should be implemented with language substantially like: [ ] I have read and agree to the ListAssist Terms of Service and End User License Agreement and acknowledge the Privacy Policy. For a paid automatically renewing subscription, use a separate, clear checkout disclosure immediately associated with the purchase action that states the actual: - subscription price; - billing frequency; - automatic-renewal nature; - trial conversion terms, if applicable; and - cancellation method. Do not rely on the Terms link alone for recurring-billing consent. COUNSEL CHECKLIST BEFORE PUBLICATION Counsel should specifically review and complete: 1. Exact legal entity name. 2. State of formation. 3. Mailing/legal notice address. 4. Florida governing-law choice. 5. Palm Beach County venue. 6. Arbitration clause. 7. 30-day arbitration opt-out. 8. AAA rule selection. 9. Class-action waiver. 10. IP/security court carve-out. 11. Liability cap. 12. Consumer indemnification. 13. Prepaid full-month / non-proration language. 14. Refund policy. 15. Subscription checkout flow. 16. Federal recurring-subscription requirements. 17. Applicable state automatic-renewal laws. 18. Cancellation UX. 19. Trial/promotional disclosures. 20. Twitch/Prime promotion wording. 21. Privacy Policy. 22. Chrome Web Store disclosures. 23. Data-retention representations. 24. DMCA-agent registration. 25. IP assignments from contributors. 26. Trademark ownership/entity. 27. International availability, if any. 28. Any jurisdiction in which reverse-engineering restrictions require additional exceptions. 29. Whether any state law requires different treatment when ListAssist terminates a consumer account before the end of a prepaid billing period.