This Master Services Agreement (“Agreement”) is entered into between: EXACTFLOW PROSTA SPÓŁKA AKCYJNA is a company incorporated under the laws of Poland, with its registered office at Stanisława Bodycha 87, 05-816 Reguły, Polska. and The legal entity identified in the applicable Order Form or subscription process (“Customer”). This Agreement governs Customer’s access to and use of the ExactFlow SaaS platform and related services.
Read the Exact Flow Terms of Service to understand your rights and responsibilities when using our platform.
“Authorized User” means an employee, contractor, or agent of Customer authorized to access the Service.
“Customer Data” means any electronic data, records, or information submitted to, uploaded into, or synchronized through the Service, including data retrieved from Marketplace Platforms.
“Marketplace Platforms” means third-party platforms, including, without limitation, Amazon, Shopify, eBay, logistics providers, payment processors, and related APIs.
“Order Form” means any ordering document, online subscription page, or commercial agreement specifying pricing and subscription terms.
“Service” means the ExactFlow cloud-based software platform, APIs, integrations, documentation, updates, and related support services.
“Subscription Term” means the duration specified in the applicable Order Form.
Subject to the terms of this Agreement and payment of applicable fees, ExactFlow grants Customer a limited, non-exclusive, non-transferable (except as permitted herein), revocable license to access and use the Service during the Subscription Term solely for Customer’s internal business operations.
No rights are granted except as expressly stated.
Customer acknowledges that:
• The Service depends on third-party Marketplace Platform APIs.
• Marketplace Platforms may modify, suspend, revoke, or restrict API access at any time.
• ExactFlow does not control Marketplace Platforms or their enforcement decisions.
• ExactFlow does not guarantee uninterrupted synchronization, real-time accuracy, or continued API availability.
ExactFlow shall not be liable for service disruptions, data inconsistencies, account suspensions, API restrictions, or marketplace enforcement actions.
If applicable, the Service will be provided in accordance with the Service Level Agreement (“SLA”).
Customer’s sole and exclusive remedy for SLA failures shall be service credits as specified in the SLA.
Support services are provided in accordance with the applicable support tier defined in the Order Form or SLA.
2.5 Beta Services
ExactFlow may offer beta or early access features. Such features are provided “as is” without warranties and may be discontinued at any time.
Customer shall:
• Maintain valid accounts with Marketplace Platforms.
• Ensure accuracy of Customer Data.
• Comply with the Acceptable Use Policy (AUP).
• Ensure Authorized Users comply with this Agreement.
Customer is responsible for safeguarding credentials and API tokens.
The Data Processing Addendum (DPA) is incorporated by reference. The parties shall comply with applicable data protection laws.
Each party shall protect the other’s Confidential Information using at least reasonable care and shall use it solely for purposes of this Agreement.
Confidentiality obligations survive termination for five (5) years, and indefinitely for trade secrets.
ExactFlow shall implement industry-standard technical and organizational measures appropriate to the risk.
Upon written request (no more than annually), ExactFlow may provide a summary of its most recent security audit or certification.
ExactFlow retains all rights, title, and interest in the Service, including software, algorithms, system architecture, trade secrets, and improvements.
Customer retains ownership of Customer Data.
Customer grants ExactFlow a limited license to process Customer Data solely to:
• Provide the Service
• Improve platform functionality through anonymized, aggregated analytics
Aggregated data shall not identify Customer.
Fees are billed in advance and payable within thirty (30) days unless otherwise stated.
Fees are exclusive of VAT, sales tax, or other applicable taxes.
Late payments may incur interest at the lesser of 1.5% per month or the maximum permitted by law.
ExactFlow may suspend Service for material non-payment after written notice.
Each party represents it has authority to enter this Agreement.
ExactFlow warrants that the Service will perform substantially in accordance with the Documentation.
Customer’s exclusive remedy for breach shall be correction of the Service or, if not feasible, termination and pro-rata refund.
EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”
ExactFlow disclaims all implied warranties including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted availability.
ExactFlow does not warrant that:
• Marketplace data will be error-free
• Synchronization will be real-time
• The Service will prevent overselling or stock discrepancies
ExactFlow shall defend Customer against third-party claims alleging the Service infringes intellectual property rights, and shall pay resulting damages, provided Customer:
• Promptly notifies ExactFlow
• Allows ExactFlow to control the defense
• Provides reasonable cooperation
Customer shall defend and indemnify ExactFlow against claims arising from:
• Customer’s breach of this Agreement or AUP
• Customer Data
• Violation of Marketplace Platform terms
• Illegal trade, fraud, or sanctions violations
Neither party shall be liable for indirect, incidental, consequential, punitive, or special damages, including loss of profits or business interruption.
Each party’s total aggregate liability shall not exceed the total fees paid by Customer in the twelve (12) months preceding the claim.
The limitation shall not apply to:
• Willful misconduct or gross negligence
• Indemnification obligations
• Breach of confidentiality
• Payment obligations
This Agreement continues for the Subscription Term.
Either party may terminate for material breach not cured within thirty (30) days.
Upon termination:
• Customer access ceases
• Customer may export data within thirty (30) days
• Data deletion follows the DPA
Sections relating to IP, confidentiality, indemnification, limitation of liability, governing law, and payment survive termination.
Customer represents it is not subject to sanctions or embargo restrictions and will comply with all applicable export control laws.
EU Customers: Governed by the laws of Poland, courts of Warsaw.
US Customers: Governed by Delaware law. Disputes shall be resolved by binding arbitration under AAA rules. Class actions are waived.
This Agreement, together with the Order Form, DPA, Privacy Policy, AUP, and SLA, constitutes the entire agreement.
In the event of conflict:
• Order Form
• DPA
• SLA
• This Agreement
Neither party may assign this Agreement without consent except in merger or sale of substantially all assets.
ExactFlow is an independent contractor. Nothing creates partnership or agency.
Failure to enforce any provision does not waive rights.
Force majeure events excuse performance delays beyond reasonable control.
