Terms of Service

1. Introduction and Acceptance

These Terms of Service (the “Terms”) form a binding agreement between JPS Alliance Inc., a Canadian corporation (“SellerBooks,” “we,” “us,” or “our”), and the individual or entity agreeing to them (“you” or “Customer”). They govern your access to and use of the SellerBooks platform, including sellerbooks.ca, app.sellerbooks.ca, and any related applications, mobile apps, APIs, integrations, content, and services we provide (collectively, the “Services”).

By accessing or using the Services, by clicking “I agree” on a sign-up or order form, or by allowing an authorized user to do so on your behalf, you accept these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree, do not use the Services.

2. Definitions

• Authorized User: an individual you authorize to access the Services under your account.
• Connected Service: a third-party service you connect to SellerBooks (Gmail, Outlook, IMAP, Plaid, Basiq, Amazon SP-API, Amazon Ads, Stripe, and others we add from time to time).
• Customer Content: data, documents, files, and materials you, your Authorized Users, or your Connected Services submit to or generate within the Services.
• Documentation: our published user guides, knowledge base, and in-product help, as updated from time to time.
• Subscription: the paid plan you select, including any add-ons.

3. Eligibility

The Services are intended for business use only. You must be at least 18 years old and have full legal capacity to enter into a contract. You may not use the Services for personal, family, or household use. You may not resell, lease, or otherwise commercialize the Services except as expressly permitted in these Terms.

You may only use the Services if applicable laws in your jurisdiction allow you to do so. We may suspend or refuse Services in jurisdictions where we cannot lawfully provide them.

4. Account Registration and Security

To use the Services, you must create an account and provide accurate and complete information. You are responsible for maintaining the confidentiality of your credentials, for all activity that occurs under your account, and for promptly notifying us at security@sellerbooks.ca of any suspected unauthorized access. We strongly recommend enabling multi-factor authentication and rotating connected credentials periodically.

5. Subscriptions, Fees, Auto-Renewal, and Taxes

Some features of the Services require a paid Subscription. Fees are described on our pricing page or in the order form you accept and are payable in advance through Stripe. Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. If subscription fees change, we will give you at least 30 days’ notice; your continued use after the change indicates your agreement.

Fees are exclusive of taxes. You are responsible for sales, value-added, goods-and-services, harmonized sales, and similar taxes (other than taxes on our income). Where required, we will collect such taxes and remit them to the appropriate authority.

We use Stripe to process payments. By providing payment information, you authorize us and our payment processor to charge your selected payment method for all amounts due.

6. Free Trials and Refunds

We may offer free trials of paid features. Trials end automatically when the trial period expires; if you do not cancel, your account will convert to a paid Subscription at the listed rate. Trial usage is subject to the same Acceptable Use restrictions as paid use.

All Subscription fees are non-refundable. We do not provide refunds or credits for partial billing periods, unused features, or cancellations made after a renewal date, except where required by applicable law.

7. Customer Content

Customer Content remains yours. You retain all intellectual property rights you have in Customer Content. You grant us a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Content solely as necessary to (a) provide and improve the Services for you, (b) prevent or address service or technical problems, (c) respond to support requests, and (d) comply with law or a valid legal request.

You represent and warrant that (i) you own or have all necessary rights in Customer Content, (ii) Customer Content does not violate these Terms or any applicable law, and (iii) your provision of Customer Content does not infringe the rights of any third party.

You may export Customer Content at any time during the term of your Subscription using the export tools we provide.

8. Our Service, Content, IP, and Trademarks

The Services, the Documentation, and all software, code, design, logos, and other materials provided by us (excluding Customer Content) are owned by SellerBooks, JPS Alliance Inc., or our licensors and are protected by copyright, trademark, and other intellectual property laws.

We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Services during the term of your Subscription, solely as permitted by these Terms. SellerBooks™ and the SellerBooks logo are trademarks of JPS Alliance Inc. You may not use them without our prior written consent.

You agree not to: (a) reverse engineer, decompile, or disassemble the Services; (b) bypass technical limitations, rate limits, or security measures; (c) build a competing product using the Services; (d) use the Services or Documentation to train a generalized or non-personalized AI/ML model; or (e) misrepresent the source or ownership of the Services.

9. Acceptable Use

You agree not to, and not to permit any Authorized User to:

• violate any applicable law, regulation, sanctions program, or third-party right;
• upload or transmit malicious code, viruses, or other harmful technology;
• attempt to gain unauthorized access to the Services, our systems, or another customer’s account or data;
• use the Services to send spam, phishing, or unsolicited communications;
• misrepresent your identity or the identity of any business you administer;
• scrape, harvest, or otherwise extract data from the Services except as expressly permitted by us; or
• interfere with the operation of the Services or impose an unreasonable load on our infrastructure.

We reserve the right to investigate and take appropriate action, including suspension or termination, for any conduct we believe in good faith violates these Terms.

10. Connected Services

The Services interoperate with third-party services you choose to connect (such as email providers, banking aggregators, marketplaces, and payment processors). Each connected service is governed by its own terms and privacy policy, and your use of any connected service is between you and that service’s provider. By connecting a service to SellerBooks, you authorize us to access and process information from that service as described in our Privacy Policy. We are not responsible for any connected service’s availability, accuracy, or behavior; if a connected service revokes our access, changes its API, or limits its functionality, related features of the Services may stop working. You may disconnect any connected service at any time from the Integrations page in SellerBooks.

11. Privacy and Data Processing

Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. To the extent we process personal information on your behalf as a processor (for example, your customer contacts), we will do so under the data-processing terms made available on request.

12. Service Availability and Modifications

We work to keep the Services available 24/7 but do not guarantee uninterrupted access. The Services may be temporarily unavailable for maintenance, security updates, or events beyond our reasonable control. We may add, remove, or change features at any time; if we make a material reduction in functionality, we will provide reasonable notice and, where applicable, a pro-rata refund of fees prepaid for unused Subscription periods.

13. Beta and Early-Access Features

We may offer features identified as “beta,” “preview, ” or “early access” (“Beta Features”). Beta Features are provided as is, may be unstable, may change without notice, and are excluded from any service-level commitment. We may discontinue Beta Features at any time without liability.

14. Termination and Suspension

You may cancel your Subscription at any time from the billing settings in SellerBooks. Cancellation takes effect at the end of the current billing period. We may suspend or terminate your access immediately if we believe in good faith that you (a) have materially breached these Terms, (b) have failed to pay fees when due, (c) have engaged in activity that creates a risk to the Services or other customers, or (d) must be suspended to comply with law.

On termination, your right to access the Services ends. We will provide a reasonable post-termination period (typically 30 days) during which you may export Customer Content, after which we may delete Customer Content in accordance with our retention schedule (see Privacy Policy § 8). Sections that by their nature should survive termination — including Customer Content licenses (Section 7), intellectual-property terms (Section 8), disclaimers (Section 16), limitation of liability (Section 17), indemnification (Section 18), governing law and dispute resolution (Section 21), and general provisions (Section 23) — will survive.

15. Inactive Accounts

If your account remains inactive for a continuous period of 24 months and is not on a paid Subscription, we may notify you and, after a further 30 days, delete the account and associated Customer Content.

16. Disclaimers

The Services and all content provided through them are provided “as is” and “as available” without warranty of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, we disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, accuracy, completeness, and non-infringement, and any warranties arising out of course of dealing or usage of trade.

SellerBooks is not a tax, accounting, legal, or financial advisor. Reports, classifications, and AI-generated suggestions produced by the Services are tools for your bookkeeping workflow; you are responsible for reviewing and approving entries before relying on them and for engaging qualified professionals where appropriate. You are solely responsible for the accuracy of your books and any tax or regulatory filings made based on them.

17. Limitation of Liability

To the maximum extent permitted by law, in no event will SellerBooks, JPS Alliance Inc., our affiliates, officers, directors, employees, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunities, whether based in contract, tort, statute, or any other legal theory, even if we have been advised of the possibility of such damages.

Our aggregate liability for all claims arising out of or relating to these Terms or the Services will not exceed the greater of (a) the fees you paid us for the Services in the twelve (12) months before the event giving rise to the liability and (b) CAD $100. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, our liability is limited to the maximum extent permitted by law.

18. Indemnification

You will defend, indemnify, and hold harmless SellerBooks, JPS Alliance Inc., and our affiliates and personnel from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your use of the Services, (b) your Customer Content, (c) your breach of these Terms, or (d) your violation of any applicable law or third-party right. We will provide you with prompt notice of any such claim and reasonable cooperation, at your expense, in defending it.

19. Notices and Electronic Communications

We will send notices to the email address associated with your account or by posting them in the Services. You agree to receive electronic communications from us, including communications required by law to be in writing. Notices to us must be sent to legal@sellerbooks.ca.

20. Confidentiality

Each party may receive non-public information from the other in connection with the Services. The receiving party will treat such information with at least the same degree of care it uses to protect its own confidential information of similar importance and will not use or disclose it except as necessary to perform under these Terms or as required by law.

21. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to the carve-outs below, any claim or dispute arising out of or relating to these Terms or the Services will be referred to and finally resolved by arbitration administered by the ADR Institute of Canada Inc. under its Arbitration Rules. The seat of arbitration will be Toronto, Ontario, the language of arbitration will be English, and the arbitral tribunal will consist of a single arbitrator.

Carve-outs:either party may bring an individual action in a small claims court of competent jurisdiction for any dispute within that court’s jurisdictional limit. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information. Quebec residents may decline arbitration where prohibited by Quebec consumer-protection law.

For United States customers: to the extent applicable U.S. law permits, you and SellerBooks agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

22. Sanctions and Export Compliance

You represent that you are not located in, ordinarily resident in, or organized under the laws of a country subject to comprehensive Canadian, U.S., U.N., or EU sanctions, and that you are not on any applicable restricted-persons list. You will not export the Services in violation of applicable export-control laws.

23. General Provisions

• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, or sale of assets.
• Severability. If any provision is found unenforceable, the remaining provisions will remain in full force and effect.
• No waiver. Our failure to enforce a provision is not a waiver of our right to do so later.
• Force majeure. Neither party is liable for failure or delay in performance caused by events beyond its reasonable control.
• Entire agreement. These Terms, our Privacy Policy, and any order form you accept constitute the entire agreement between you and us regarding the Services and supersede prior agreements.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

24. Changes to These Terms

We may update these Terms from time to time. If changes are material, we will provide reasonable notice through the Services or by email before the changes take effect. Your continued use after the effective date constitutes acceptance of the updated Terms. If you do not agree with the updated Terms, you must stop using the Services and may cancel your Subscription as described above.

25. Contact

Questions about these Terms can be sent to legal@sellerbooks.ca. SellerBooks is operated by JPS Alliance Inc., [REGISTERED OFFICE ADDRESS — fill before publishing].