Terms of Use and End-User License Agreement

1. Definitions

For purposes of these Terms, the following definitions apply:

"Agreement" or "Terms"

means these Terms of Use and End-User License Agreement, including all amendments and supplements.

"Company," "we," "us," or "our"

means eSeek LLC, a limited liability company organized under the laws of Pennsylvania.

"Software" or "eSeek"

means the eSeek web-based research tool and browser extension, including all updates, modifications, and related documentation.

"User," "you," or "your"

means any individual or entity that accesses or uses the Software.

"Etsy"

means Etsy, Inc. and its related services and platforms.

"Account"

means your user account created to access the Software.

"Personal Data"

means any information relating to an identified or identifiable natural person.

"Third-Party Services"

means services provided by parties other than the Company, including Google Authentication and Etsy.

2. Description of the Software

2.1 Purpose

The Software consists of (a) a web-based research tool and (b) a browser extension, both designed to assist Etsy sellers by simplifying search processes using publicly available filters and URL parameters. The Software provides functionality to enhance user productivity and efficiency in managing Etsy-related activities.

2.2 No Affiliation with Etsy

The Software is not affiliated with, endorsed by, sponsored by, or associated with Etsy, Inc. in any manner. Etsy's trademarks, logos, service marks, and trade names are the exclusive property of Etsy, Inc. The Company makes no representations regarding any relationship with Etsy, and any reference to Etsy is for descriptive purposes only.

2.3 Independent Tool

The Software operates independently of Etsy's systems and services. The Company has no control over Etsy's platform, policies, or business operations. Users acknowledge that changes to Etsy's platform, policies, or terms of service may affect the Software's functionality without notice.

2.4 Experimental and Beta Software

• The Software is under active development and may undergo significant changes without notice;
• Features may be added, modified, or removed at any time;
• The Software may not perform as expected or may cause unexpected results;
• Use of the Software is at your own risk, and you should not rely on it for critical business operations;
• We make no guarantees regarding uptime, availability, or continued support;
• Changes to third-party platforms (including Etsy) may render the Software partially or completely non-functional without warning.

3. Eligibility and Account Requirements

3.1 Age Requirement

You must be at least 18 years of age to use the Software. If you are under 18 years of age, you may not access or use the Software under any circumstances. By using the Software, you represent and warrant that you meet this age requirement.

3.2 Legal Capacity

You represent and warrant that you have the legal capacity and authority to enter into this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

3.3 Compliance with Laws

You represent and warrant that your use of the Software will comply with all applicable local, state, national, and international laws, rules, and regulations, including but not limited to Etsy's Terms of Service, data protection laws, and intellectual property laws.

3.4 Account Security

You are responsible for maintaining the confidentiality and security of your Account credentials. You agree to immediately notify the Company of any unauthorized access to or use of your Account. You are solely responsible for all activities that occur under your Account.

3.5 Accurate Information

You agree to provide accurate, current, and complete information during the registration process and to update such information to maintain its accuracy. Providing false, inaccurate, or misleading information may result in immediate termination of your Account.

3.6 Agreement to Terms by Use

You are deemed to have accepted these Terms upon your first use of the Software. If you do not agree to these Terms, you must not access or use the Software. Your continued use of the Software after any modifications to these Terms constitutes acceptance of those modifications.

4. License Grant and Restrictions

4.1 License Grant

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for your personal or internal business purposes in accordance with these Terms and any applicable documentation.

4.2 License Restrictions

You agree that you will NOT:

• Copy, modify, adapt, translate, or create derivative works based on the Software;
• Reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying algorithms of the Software;
• Rent, lease, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software to any third party;
• Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on the Software;
• Use the Software to develop a competing product or service;
• Use any automated system, including robots, spiders, or scrapers, to access the Software beyond its intended functionality;
• Introduce viruses, malware, or any other harmful code into the Software;
• Attempt to gain unauthorized access to the Software, related systems, or networks;
• Use the Software in any manner that violates applicable laws or regulations;
• Circumvent or disable any security features or access controls of the Software;
• Use the Software to transmit spam, chain letters, or other unsolicited communications;
• Interfere with or disrupt the integrity or performance of the Software or related services.

4.3 Reservation of Rights

The Company reserves all rights not expressly granted to you in this Agreement. The Software is licensed, not sold. This Agreement does not transfer any ownership rights in the Software to you.

5. Google Authentication and Data Access

5.1 Google Authentication

The Software uses Google Authentication services to enable secure user access. By using the Software, you agree to be bound by Google's Terms of Service and Privacy Policy. You acknowledge that Google is a third party to this Agreement and that the Company has no control over Google's services.

5.2 Data Access and Use

The Software accesses and uses authorized data solely for authentication purposes. We store authentication access tokens and refresh tokens only as necessary to provide the Software's functionality. We do not access, collect, or store any personal data beyond what is necessary for authentication.

5.3 Token Storage and Retention

Authentication tokens are stored securely using industry-standard encryption methods. Access tokens are stored until expiration, at which point re-authentication will be required. Refresh tokens are stored to enable seamless re-authentication without repeated user interaction.

5.4 Revoking Access

You may revoke the Software's access to your Google account at any time through your Google account security settings at https://myaccount.google.com/permissions. Upon receiving notice of revocation or upon your request, we will promptly delete all associated authentication tokens and related data within thirty (30) days.

5.5 Google API Services User Data Policy

The Software's use of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. For more information, please visit https://developers.google.com/terms/api-services-user-data-policy.

6. Acceptable Use Policy

6.1 User Responsibility

You acknowledge and agree that the Software is provided as a third-party tool to assist users and that the Company does not guarantee compliance with Etsy's policies or any other third-party service policies. You are solely responsible for ensuring that your use of the Software and all related activities comply with:

• Etsy's current Terms of Service and all applicable Etsy policies;
• All applicable federal, state, local, and international laws and regulations;
• Any agreements you have with third parties affected by your use of the Software;
• Any professional codes of conduct or industry standards applicable to your activities.

6.2 Prohibited Uses

You agree NOT to use the Software to:

• Engage in any fraudulent, deceptive, or misleading activities;
• Violate any third party's intellectual property rights, privacy rights, or other proprietary rights;
• Harass, abuse, threaten, or intimidate any person or entity;
• Engage in any activity that could damage, disable, overburden, or impair the Software or interfere with any other party's use of the Software;
• Attempt to manipulate search results, ratings, reviews, or other metrics on Etsy or other platforms;
• Engage in any form of market manipulation or unfair competition;
• Collect or harvest information about other users without their consent;
• Transmit or store illegal content, including content that infringes intellectual property rights;
• Engage in activities that violate export control laws or regulations;
• Use the Software for any purpose that is illegal, unethical, or violates these Terms.

6.3 Monitoring and Enforcement

The Company reserves the right, but has no obligation, to monitor your use of the Software to ensure compliance with these Terms. We may investigate violations and take appropriate action, including but not limited to suspending or terminating your access to the Software, removing content, and reporting violations to law enforcement authorities.

7. Intellectual Property Rights

7.1 Company Ownership

The Software, including all intellectual property rights therein, is and shall remain the exclusive property of the Company and its licensors. This includes, without limitation, all software code, algorithms, designs, graphics, user interfaces, text, documentation, trademarks, logos, and other content. Nothing in these Terms grants you any ownership rights in the Software.

7.2 Trademarks

All trademarks, service marks, trade names, and logos used in connection with the Software (collectively, "Marks") are the property of the Company or third parties. You may not use any Marks without the prior written consent of the Company or the applicable third party. Nothing in these Terms grants you any right to use the Company's or any third party's Marks.

7.3 Feedback

If you provide any suggestions, ideas, enhancement requests, feedback, or other information relating to the Software ("Feedback"), you hereby assign to the Company all rights in such Feedback and agree that the Company shall have the right to use and fully exploit such Feedback in any manner and for any purpose without compensation or attribution to you.

7.4 Digital Millennium Copyright Act

If you believe that any content on or accessible through the Software infringes your copyright, you may submit a notice of claimed infringement to our designated copyright agent. The notice must comply with the Digital Millennium Copyright Act (17 U.S.C. § 512). Please direct such notices to the contact information provided in Section 17.

8. Disclaimer of Warranties

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SOFTWARE OR ANY CONTENT;
• WARRANTIES THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
• WARRANTIES THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS;
• WARRANTIES REGARDING THE COMPATIBILITY OF THE SOFTWARE WITH THIRD-PARTY SERVICES, INCLUDING ETSY;
• WARRANTIES THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL COMPLY WITH ETSY'S TERMS OF SERVICE OR POLICIES, OR THAT USE OF THE SOFTWARE WILL NOT RESULT IN ADVERSE CONSEQUENCES, INCLUDING ACCOUNT SUSPENSION OR TERMINATION BY ETSY. YOU ACKNOWLEDGE THAT YOU ASSUME ALL RISKS ASSOCIATED WITH THE USE OF THE SOFTWARE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

9. Limitation of Liability

9.1 Exclusion of Damages

• Loss of profits, revenue, or business opportunities;
• Loss of data or information;
• Loss of goodwill or reputation;
• Cost of substitute goods or services;
• Business interruption;
• Account suspension, restriction, or termination by third-party services;
• Regulatory fines or penalties;
• Legal fees and costs;
• Any other commercial damages or losses,

ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability

9.3 Basis of the Bargain

You acknowledge and agree that the limitations of liability set forth in this Section 9 are fundamental elements of the basis of the bargain between you and the Company, and that the Company would not be able to provide the Software on an economically reasonable basis without these limitations.

9.4 Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, THE COMPANY'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10. Indemnification

10.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees and court costs) arising from or relating to:

• Your use or misuse of the Software;
• Your violation of these Terms;
• Your violation of any applicable laws, regulations, or third-party rights;
• Your violation of Etsy's Terms of Service or other third-party service agreements;
• Any content you submit, post, or transmit through the Software;
• Any dispute between you and a third party arising from your use of the Software;
• Your breach of any representation or warranty contained in these Terms;
• Any claim that your use of the Software caused damage to a third party.

10.2 Defense and Settlement

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such case, you agree to cooperate with the Company in asserting any available defenses. You may not settle any claim without the Company's prior written consent.

10.3 Survival

The indemnification obligations set forth in this Section 10 shall survive the termination or expiration of these Terms and your use of the Software.

11. Termination

11.1 Termination by You

You may terminate this Agreement at any time by discontinuing your use of the Software, uninstalling the Software from all devices, and requesting deletion of your Account by contacting the Company at the address provided in Section 17.

11.2 Termination by the Company

The Company reserves the right to suspend or terminate your access to the Software, with or without notice, for any reason or no reason, including but not limited to:

• Violation of these Terms or any applicable laws;
• Engaging in fraudulent, abusive, or illegal activities;
• Conduct that the Company believes may harm other users, third parties, or the Company;
• Extended periods of inactivity;
• Requests by law enforcement or other governmental agencies;
• Unexpected technical issues or security concerns;
• Discontinuation or material modification of the Software;
• Any other reason deemed necessary by the Company to protect its interests or the interests of its users.

11.3 Effect of Termination

Upon termination of this Agreement for any reason:

• Your license to use the Software immediately terminates;
• You must immediately cease all use of the Software and uninstall it from all devices;
• The Company may, but is not obligated to, delete your Account and all associated data;
• You remain liable for all obligations incurred prior to termination;
• Sections 7, 8, 9, 10, 11.3, 14, 15, and 16 shall survive termination.

11.4 No Refunds Upon Termination

Except as expressly provided in Section 16.10 (Refund Policy), you are not entitled to any refund of fees paid upon termination of this Agreement, whether such termination is by you or by the Company.

12. Modifications to Terms

12.1 Right to Modify

The Company reserves the right to modify, amend, or update these Terms at any time in its sole discretion. We will provide notice of material changes by:

• Posting the updated Terms on our website with a new effective date;
• Sending an email notification to the address associated with your Account;
• Providing in-app notifications upon your next use of the Software; or
• Any other method reasonably calculated to provide you with notice.

12.2 Acceptance of Modified Terms

Your continued use of the Software after the effective date of any modifications constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must immediately discontinue use of the Software.

12.3 Material Changes

For material changes that substantially affect your rights or obligations, we will provide at least thirty (30) days' advance notice before the changes take effect, where legally required. Material changes may include, but are not limited to, changes to pricing, limitation of liability provisions, dispute resolution procedures, or data collection practices.

12.4 Review Obligation

You are responsible for reviewing these Terms periodically to ensure you are aware of any changes. The Company will indicate the date of the most recent update at the top of these Terms.

13. Privacy and Data Protection

13.1 Privacy Policy

The Company's collection, use, and disclosure of your Personal Data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Software, you consent to the collection, use, and disclosure of your Personal Data as described in the Privacy Policy.

13.2 Data Security

The Company implements reasonable administrative, technical, and physical security measures designed to protect your Personal Data from unauthorized access, disclosure, alteration, or destruction. However, no method of transmission over the internet or electronic storage is completely secure, and the Company cannot guarantee absolute security.

13.3 Data Retention

The Company retains your Personal Data for as long as necessary to provide the Software, comply with legal obligations, resolve disputes, and enforce our agreements. Authentication tokens are retained until expiration or until you revoke access.

13.4 Your Rights

Depending on your jurisdiction, you may have certain rights regarding your Personal Data, including the right to access, correct, delete, or restrict processing of your data. To exercise these rights, please contact us at the address provided in Section 17.

13.5 Cross-Border Data Transfers

Your Personal Data may be transferred to, stored, and processed in countries other than your country of residence. These countries may have data protection laws that differ from those of your country. By using the Software, you consent to such transfers.

14. Dispute Resolution and Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms, the Software, or your relationship with the Company (collectively, "Disputes") shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules, except as modified by this Section.

14.2 Exceptions to Arbitration

Notwithstanding Section 14.1, either party may:

• Bring an individual action in small claims court if the claim qualifies;
• Seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights;
• File a complaint with a relevant governmental regulatory authority.

14.3 Arbitration Procedures

The arbitration shall be conducted in Pennsylvania, unless both parties agree to another location or to conduct the arbitration telephonically or via videoconference. The arbitrator shall have exclusive authority to resolve all Disputes, including but not limited to disputes regarding the interpretation, applicability, enforceability, or formation of these Terms, including this arbitration agreement.

14.4 Arbitration Costs

Each party shall bear its own costs of arbitration, including attorney's fees, unless the arbitrator determines otherwise based on the applicable AAA rules or applicable law. If you demonstrate that the costs of arbitration would be prohibitive compared to litigation, the Company will pay as much of the arbitration fees and costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.

14.6 Statute of Limitations

You agree that any Dispute must be commenced within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

14.7 Severability of Arbitration Provision

If any portion of this arbitration agreement is found to be unenforceable, the remainder shall continue in full force and effect. If the class action waiver is found to be unenforceable, the entire arbitration agreement (but not the remainder of these Terms) shall be null and void.

14.8 Informal Dispute Resolution

Before initiating arbitration, you agree to first contact the Company to attempt to resolve the Dispute informally by sending a written notice describing the nature and basis of the claim and the relief sought to the address provided in Section 17. Both parties agree to negotiate in good faith for at least thirty (30) days before initiating arbitration.

15. Governing Law and Jurisdiction

15.1 Governing Law

These Terms and any Dispute shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania and the federal laws of the United States, without regard to conflict of law principles that would require application of the laws of another jurisdiction.

15.2 Jurisdiction and Venue

For any Dispute not subject to arbitration, the exclusive jurisdiction and venue shall be the state and federal courts located in Pennsylvania. You hereby consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices or agreements published by the Company on or in connection with the Software, constitute the entire agreement between you and the Company regarding the Software and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral.

16.2 Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable by a court of competent jurisdiction, that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. The invalid or unenforceable provision shall be replaced with a valid and enforceable provision that most closely matches the intent of the original provision to the extent permitted by law.

16.3 No Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. The Company's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

16.4 Force Majeure

The Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes or labor disputes, supply chain disruptions, interruptions in telecommunications or internet services, or failure of third-party service providers.

16.5 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without the Company's prior written consent. Any attempted assignment in violation of this Section shall be null and void. The Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

16.6 Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto. Google and Etsy are not third-party beneficiaries of these Terms.

16.7 Relationship of the Parties

The relationship between you and the Company is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between you and the Company. You have no authority to bind the Company or make commitments on its behalf.

16.8 Notices

All notices under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by commercial overnight courier with written verification of receipt; or (d) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid. Notices to the Company shall be sent to the address provided in Section 17. Notices to you may be sent to the email address or physical address you provided during registration.

16.9 Export Controls

The Software may be subject to export control laws and regulations of the United States and other countries. You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce. You represent and warrant that you are not located in a country subject to a U.S. government embargo or designated as a "terrorist supporting" country, and that you are not on any U.S. government list of prohibited or restricted parties.

16.10 Refund Policy

Refunds will be provided only under the following conditions:

• The Software fails to perform its core functionality as described in our official documentation;
• Technical issues are reported to the Company within fourteen (14) days of purchase;
• The Company determines, in its sole discretion, that the reported issues are caused by defects in the Software and not by user error, incompatible systems, or third-party service changes;
• The user has made good faith efforts to work with the Company's support team to resolve the issues.

Refund requests must be submitted in writing to the email address provided in Section 17. Refunds are not available for:

• Account suspensions, restrictions, or terminations by Etsy or other third-party services;
• Changes to Etsy's policies, terms of service, or platform functionality;
• User dissatisfaction with results or outcomes;
• Violations of these Terms by the user;
• Purchases made more than fourteen (14) days prior to the refund request;
• Incompatibility with third-party systems or services beyond the Company's control.

Approved refunds will be processed within thirty (30) days and issued to the original payment method. The Company reserves the right to deny refund requests that do not meet the criteria outlined above.

16.11 U.S. Government Rights

If you are a U.S. government entity or using the Software on behalf of a U.S. government entity, the Software is a "commercial item" as defined in 48 C.F.R. §2.101, and is licensed in accordance with these Terms. Government users acquire only those rights specified herein.

16.12 Interpretation

For purposes of interpreting these Terms:

• Headings are for convenience only and do not affect interpretation;
• "Including" means "including but not limited to";
• References to sections or subsections refer to sections or subsections of these Terms;
• Words in the singular include the plural and vice versa;
• "Person" includes individuals, corporations, partnerships, and other legal entities;
• These Terms shall not be construed more strictly against either party regardless of who drafted them.

17. Contact Information

If you have any questions, concerns, or complaints regarding these Terms, the Software, or our practices, or if you need to send any notices or requests, please contact us at: