Last Updated: October 1, 2026
Terms of Use for GoDataFeed Services
These Terms of Use ("Terms" or "Agreement") are entered into between Method Merchant Inc., a Florida corporation doing business as GoDataFeed ("GoDataFeed," "we," "us," or "our"), and the individual or entity accessing or using the GoDataFeed Services ("Customer," "you," or "your").
These Terms govern your access to and use of GoDataFeed's websites, software-as-a-service platform, applications, APIs, integrations, managed services, professional services, artificial intelligence features, and other products or services made available by GoDataFeed (collectively, the "Services").
By creating an account, purchasing or subscribing to Services, executing an order form or other agreement referencing these Terms, clicking to accept these Terms, or accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
Customer agrees that its electronic acceptance of these Terms, including by clicking a button or checking a box, has the same legal effect as a handwritten signature and satisfies any requirement that this Agreement be in writing.
If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, in which case "Customer," "you," and "your" refer to that entity.
Your use of the Services may also be subject to additional written agreements, order forms, service descriptions, policies, or addenda applicable to particular Services. To the extent there is a direct conflict between these Terms and a separately executed written agreement between GoDataFeed and Customer, the separately executed agreement will control with respect to that conflict.
The Services are offered solely for business and professional use and not for personal, family, or household purposes. By accepting these Terms, Customer confirms that it is acquiring the Services for business purposes.
Index
1. Term of Agreement; Modifications
2. Account and Customer Information
3. Privacy and Data Protection
4. Account Security
5. Acceptable Use
6. Intellectual Property, Customer Data and Confidentiality
7. Use of Services; Third-Party Platforms; Managed Services and AI Features
8. Fees and Payment
9. Customer Representations and Warranties
10. Limitation of Liability
11. Disclaimer of Warranties
12. Indemnification
13. Governing Law; Venue; Waiver of Jury Trial and Class Actions; Attorneys' Fees
14. Entire Agreement; Order of Precedence
15. Severability
16. Waiver
17. Force Majeure
18. Relationship of the Parties; No Third-Party Beneficiaries
19. Additional Terms for Invoiced Accounts
20. Termination and Effect of Termination
21. Assignment
22. Notices
23. Publicity
24. Export Controls and Sanctions
1. Term of Agreement; Modifications
This Agreement becomes effective when Customer first accepts, purchases, accesses, or uses the Services and remains in effect for as long as Customer maintains an account, subscription, order, or other active Service relationship with GoDataFeed, unless earlier terminated in accordance with this Agreement.
GoDataFeed may update these Terms from time to time to reflect changes to the Services, our business practices, applicable law, regulatory requirements, or other operational considerations. Updated Terms will be posted on our website with a revised "Last Updated" date. Where required by applicable law or where a change materially affects Customer's rights or obligations, GoDataFeed will provide at least thirty (30) days' notice by email, through the Services, or by another reasonable method before the change takes effect, except where a shorter period is required by law or the change is necessary to address a security issue or legal requirement.
GoDataFeed may require Customer to affirmatively accept updated Terms, for example by clicking to accept when logging in, as a condition of continued access to the Services. For Services purchased under an order form or other written agreement with a fixed term, material changes to these Terms will apply beginning with the next renewal term, unless the change is required by law or necessary to address a security issue, or Customer agrees otherwise.
Customer's continued use of the Services after updated Terms become effective constitutes acceptance of the revised Terms. If Customer does not agree to a material change, Customer may discontinue use of the Services and cancel or terminate the affected Services in accordance with Section 20 and any applicable order form or other written agreement.
GoDataFeed may modify, enhance, replace, or discontinue features of the Services from time to time. Any specific service-level commitment, feature commitment, or other contractual restriction on such changes must be stated in an applicable order form or other written agreement signed or otherwise expressly accepted by GoDataFeed.
2. Account and Customer Information
Customer agrees to provide accurate, current, and complete information when creating and maintaining an account and to keep account, business, billing, and contact information reasonably up to date.
Customer agrees to respond within a reasonable period to requests from GoDataFeed for information necessary to verify an account, administer the Services, process payments, comply with applicable law, investigate suspected fraud or misuse, or address security concerns.
If Customer provides information that is materially false, inaccurate, misleading, outdated, or incomplete, or if GoDataFeed is unable to reasonably verify information necessary to provide the Services, GoDataFeed may suspend or terminate the affected account or Services in accordance with this Agreement.
Customer is responsible for ensuring that individuals who create or administer an account on Customer's behalf are authorized to do so.
3. Privacy and Data Protection
GoDataFeed's Privacy Policy, available on the GoDataFeed Privacy Policy page and incorporated into these Terms by reference, describes how GoDataFeed collects, uses, discloses, and protects personal information, as defined in the Privacy Policy ("Personal Information"), in connection with the Services.
Customer acknowledges that use of the Services may involve the processing of information obtained from Customer, Customer's ecommerce platform, connected accounts, advertising platforms, marketplaces, shopping channels, analytics services, or other third-party services.
Customer is responsible for ensuring that it has all rights, permissions, notices, consents, and other lawful bases necessary to provide or make such information available to GoDataFeed for processing in connection with the Services.
Where GoDataFeed processes Personal Information on Customer's behalf as a service provider or processor, such processing will be performed in accordance with applicable data protection requirements and any written data protection terms agreed between the parties.
Additional information about GoDataFeed's data protection practices is available on GoDataFeed's GDPR page (https://www.godatafeed.com/compliance/gdpr) and Third-Party Subprocessors page (https://www.godatafeed.com/compliance/sub-processors).
4. Account Security
Customer is responsible for maintaining the confidentiality and security of its account credentials, passwords, API credentials, authentication tokens, and other means of accessing the Services ("Account Credentials").
Customer is responsible for activity performed through its account by Customer's employees, contractors, agents, administrators, and other users whom Customer authorizes to access the Services, and for all other activity performed using Customer's Account Credentials, except to the extent such activity results from GoDataFeed's breach of this Agreement.
Customer agrees to take reasonable measures to prevent unauthorized access to its account and to promptly remove or disable access for individuals who are no longer authorized to use the Services on Customer's behalf.
Customer must promptly notify GoDataFeed at infosec@godatafeed.com if Customer becomes aware of or reasonably suspects unauthorized access to its account, compromise of its Account Credentials, or another security incident affecting its use of the Services.
GoDataFeed is not responsible for losses resulting from Customer's failure to reasonably safeguard its Account Credentials or from actions taken through Customer's account by individuals authorized by Customer, except to the extent such loss results directly from GoDataFeed's breach of this Agreement, gross negligence, or willful misconduct.
GoDataFeed may temporarily suspend access to an account where reasonably necessary to protect the security or integrity of the Services, Customer's account, other customers, or connected third-party services.
GoDataFeed will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure. If GoDataFeed becomes aware of unauthorized access to Customer Data in GoDataFeed's systems, GoDataFeed will notify Customer without undue delay, and in any event within the time required by applicable law, and will take reasonable steps to mitigate the effects of the incident.
5. Acceptable Use
Customer may use the Services only for lawful business purposes and in accordance with this Agreement and applicable law. Customer will not, and will not permit any third party to:
(a) use the Services in violation of applicable law, regulation, or the rights of any third party;
(b) upload, transmit, process, distribute, or make available content that is unlawful, fraudulent, infringing, defamatory, abusive, or otherwise violates applicable law or third-party rights;
(c) introduce viruses, malware, malicious code, or other technology intended to disrupt, damage, or interfere with the Services or any connected system;
(d) attempt to gain unauthorized access to the Services, another customer's account, GoDataFeed's systems, or any third-party system or network;
(e) interfere with, disrupt, overload, or impair the integrity, security, availability, or performance of the Services;
(f) impersonate another person or entity, misrepresent Customer's identity or authority, or use the Services in furtherance of fraud or deceptive activity;
(g) use the Services to send unlawful spam or other communications prohibited by applicable law;
(h) access or use the Services in a manner intended to circumvent applicable usage limitations, subscription restrictions, security controls, or fees;
(i) use the Services in violation of the applicable terms, policies, or requirements of third-party platforms, marketplaces, advertising networks, shopping channels, or other services connected through GoDataFeed;
(j) submit to the Services highly sensitive or specially regulated data such as Social Security numbers, government identification numbers, full payment-card data, protected health information, or biometric identifiers unless GoDataFeed has expressly agreed in writing to process such data; or
(k) use the Services for any purpose that creates a material security, legal, operational, or reputational risk to GoDataFeed, its customers, or its service providers.
GoDataFeed may investigate suspected violations of this Section and may restrict, suspend, or terminate access to the Services where reasonably necessary to prevent unlawful activity, protect the Services or third parties, comply with legal requirements, address a security risk, or respond to a material violation of this Agreement.
Where reasonably practicable under the circumstances, GoDataFeed will endeavor to provide Customer notice of a suspension and an opportunity to address the underlying issue. GoDataFeed may act without prior notice where immediate action is reasonably necessary to address security threats, unlawful conduct, fraud, legal requirements, or material harm.
Customer will not be entitled to a refund for Services terminated as a result of Customer's material violation of this Section.
GoDataFeed has no obligation to monitor Customer's use of the Services or Customer Data but may do so. GoDataFeed may remove, disable, or refuse to transmit any content or Customer Data that GoDataFeed reasonably believes violates this Agreement, applicable law, or Third-Party Platform requirements. GoDataFeed may disclose information, including Customer Data, as GoDataFeed reasonably believes necessary to comply with applicable law, regulation, legal process, or governmental request.
6. Intellectual Property, Customer Data and Confidentiality
6.1 GoDataFeed Intellectual Property
GoDataFeed and its licensors retain all right, title, and interest in and to the Services, including all software, technology, APIs, interfaces, documentation, designs, processes, methodologies, know-how, trademarks, copyrights, patents, trade secrets, and other intellectual property associated with the Services, together with all updates, modifications, enhancements, and improvements thereto.
Except for the limited right to access and use the Services expressly granted under this Agreement, no rights in GoDataFeed's intellectual property are transferred or licensed to Customer.
6.2 Customer Data
"Customer Data" means data, content, product information, catalog information, images, pricing, inventory information, account information, feed configurations, advertising information, and other materials submitted to, imported into, transmitted through, or otherwise made available to the Services by or on behalf of Customer.
As between Customer and GoDataFeed, Customer retains all right, title, and interest in and to Customer Data.
Customer grants GoDataFeed a limited, non-exclusive right to access, host, store, process, transform, transmit, display, and otherwise use Customer Data as reasonably necessary to provide, operate, maintain, support, secure, and improve the Services and to perform services requested by Customer.
Use of Customer Data with AI. GoDataFeed may use Customer Data to train and improve the machine-learning features built into the Services (for example, product categorization and attribute mapping), provided that those features do not disclose Customer Data or Customer's Confidential Information to other customers or third parties. GoDataFeed will not use Customer Data, and will not permit its third-party AI providers to use Customer Data, to train or fine-tune general-purpose AI models offered to the public or to other businesses (such as foundation models or large language models), unless Customer expressly authorizes such use in writing.
Customer represents that it has all rights and permissions necessary to provide Customer Data to GoDataFeed and to authorize GoDataFeed to process it in accordance with this Agreement.
6.3 Aggregated and De-Identified Information
GoDataFeed may generate and use aggregated or de-identified information derived from use of the Services for purposes such as analyzing service performance, developing and improving functionality, security, analytics, benchmarking, and business operations, provided such information does not reasonably identify Customer or any individual.
Aggregated or de-identified information will not be used to train general-purpose AI models offered to the public or to other businesses unless Customer has expressly authorized such use in writing.
6.4 Feedback
If Customer provides suggestions, ideas, recommendations, or other feedback regarding the Services, GoDataFeed may use that feedback without restriction or obligation, provided that such use does not disclose Customer's Confidential Information.
6.5 Confidential Information
Each party may receive non-public business, technical, financial, product, security, pricing, customer, or other information from the other party that is identified as confidential or that reasonably should be understood to be confidential ("Confidential Information").
The receiving party will use the disclosing party's Confidential Information only as necessary to perform or receive the Services or otherwise exercise its rights under this Agreement and will protect it using at least reasonable care.
Confidential Information may be disclosed to employees, contractors, professional advisers, and service providers who have a legitimate need to know the information and who are subject to appropriate confidentiality obligations.
Confidential Information does not include information that the receiving party can demonstrate:
(a) is or becomes publicly available without breach of this Agreement;
(b) was lawfully known to the receiving party without confidentiality restrictions before disclosure;
(c) is lawfully received from a third party without breach of a confidentiality obligation; or
(d) is independently developed without use of the disclosing party's Confidential Information.
If disclosure is required by law, subpoena, court order, or governmental authority, the receiving party may disclose the legally required information and, where legally permitted, will provide reasonable notice to the disclosing party.
7. Use of Services; Third-Party Platforms; Managed Services and AI Features
7.1 Right to Use the Services
Subject to Customer's payment of applicable fees and compliance with this Agreement, GoDataFeed grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services for Customer's internal business purposes.
Customer will not, and will not permit any third party to, reverse engineer, decompile, disassemble, copy, modify, reproduce, sell, resell, sublicense, or attempt to derive the source code or underlying technology of the Services except to the extent such restriction is prohibited by applicable law.
Customer will not circumvent or attempt to circumvent usage limits, security controls, account limitations, subscription restrictions, or other technical restrictions applicable to the Services.
Customer will not create derivative works based on the Services, access or use the Services to build or benchmark a competing product or service, or use automated means (such as bots or scrapers) to access the Services except through APIs and integrations made available by GoDataFeed.
7.2 Third-Party Platforms and Integrations
The Services may enable Customer to connect with third-party ecommerce platforms, marketplaces, advertising networks, shopping channels, analytics providers, payment providers, and other third-party services ("Third-Party Platforms").
Customer is responsible for maintaining its accounts and agreements with Third-Party Platforms and for complying with their applicable terms, policies, technical requirements, advertising policies, marketplace requirements, and other rules.
Customer authorizes GoDataFeed to access, retrieve, process, modify, transmit, synchronize, and submit Customer Data to Third-Party Platforms as necessary to provide the Services selected by Customer.
GoDataFeed does not control Third-Party Platforms and is not responsible for changes to their APIs, specifications, policies, algorithms, availability, fees, account requirements, approval processes, or other functionality.
7.3 Customer Review and Channel Compliance
Customer is responsible for reviewing product feeds, listings, advertisements, data transformations, rules, categorizations, and other content before publishing or submitting such content to a Third-Party Platform.
Customer is responsible for ensuring that the content it chooses to publish or submit complies with applicable laws and the requirements of the applicable Third-Party Platform.
Customer is solely responsible for all advertising spend, bids, budgets, marketplace and channel fees, commissions, and other amounts charged by Third-Party Platforms, and for all orders, prices, promotions, inventory levels, and product information published or submitted through the Services, including any resulting from errors in Customer Data, feed rules, or configurations, or from AI Output or other content approved or published by Customer. GoDataFeed is not responsible for honoring, refunding, or reimbursing any such amounts or orders.
GoDataFeed does not guarantee that any feed, product, advertisement, listing, category assignment, or other content will be accepted, approved, displayed, ranked, or maintained by a Third-Party Platform.
7.4 Advertising and Performance
Advertising, ecommerce, marketplace, and product-feed performance depends on numerous factors outside GoDataFeed's control, including Customer's products, pricing, inventory, budgets, advertising bids, website performance, competition, consumer demand, attribution, platform algorithms, and Third-Party Platform policies.
GoDataFeed does not guarantee any particular level of sales, revenue, return on advertising spend, return on investment, traffic, impressions, clicks, conversions, ranking, placement, channel approval, or other business or advertising result.
7.5 Managed Services
Where Customer purchases Managed Services, Customer authorizes GoDataFeed to perform the activities identified in the applicable service description, order form, statement of work, or other written agreement, which may include managing product-feed configurations, channel submissions, advertising campaigns, bids, budgets, rules, optimizations, or related activities on Customer's behalf.
Customer remains responsible for its products, business decisions, advertising budgets, Third-Party Platform accounts, and final approval of material content or strategy unless otherwise expressly agreed in writing.
Managed Services do not guarantee any particular commercial, advertising, marketplace, or performance result.
7.6 Artificial Intelligence Features
Certain Services may use artificial intelligence or machine-learning technologies to generate, recommend, categorize, transform, summarize, optimize, or otherwise assist with product data and other content ("AI Features").
Output generated or suggested by AI Features ("AI Output") is provided to assist Customer and may contain errors, omissions, inaccuracies, or content that does not satisfy Customer's requirements or the requirements of a Third-Party Platform.
GoDataFeed does not independently review or validate AI Output before it is presented to Customer. Customer is responsible for reviewing, editing where appropriate, and approving AI Output before publishing, submitting, or relying upon it.
GoDataFeed does not warrant that AI Output will be accurate, complete, unique, non-infringing, suitable for a particular purpose, or compliant with the policies or requirements of any Third-Party Platform.
As between Customer and GoDataFeed, and to the extent permitted by applicable law, Customer owns any rights GoDataFeed may have in AI Output generated specifically from Customer Data. Customer acknowledges that similar or identical output may be generated for other users.
GoDataFeed will not use Customer Data submitted to AI Features to train or fine-tune general-purpose AI models offered to the public or to other businesses. GoDataFeed will require third-party AI providers used to deliver GoDataFeed AI Features to process Customer Data in accordance with applicable contractual and privacy requirements, including restrictions that prohibit those providers from using Customer Data to train or improve their own models.
AI Features may be modified, limited, suspended, or discontinued as technologies, providers, laws, platform requirements, or product functionality change.
7.7 Support and Service Levels
GoDataFeed will provide support in accordance with the support level applicable to Customer's subscription or other written agreement.
Unless GoDataFeed expressly agrees otherwise in an order form, service-level agreement, or other written agreement, the Services are not subject to a guaranteed uptime commitment, service credits, response-time commitment, or other service level.
7.8 Beta, Preview, and Evaluation Features
Features identified as beta, preview, pilot, proof of concept, early access, evaluation, or similar designation may be incomplete, may contain errors, may change materially before general availability, and may be modified or discontinued at any time.
Such features are provided "as is," are not subject to service-level commitments, and should not be relied upon for production-critical purposes.
8. Fees and Payment
Customer agrees to pay all fees applicable to the Services in accordance with the pricing, subscription plan, order form, invoice, statement of work, or other written agreement applicable to Customer.
Each subscription plan is subject to the usage limits stated in the applicable plan description or order form (for example, number of products, channels, or users). If Customer exceeds those limits, GoDataFeed may, after notice to Customer, charge applicable overage fees or require Customer to move to a plan that accommodates its usage. Upgrades take effect immediately and are billed on a prorated basis; downgrades take effect at the start of the next subscription period.
Unless otherwise specified, subscription fees are billed in advance and are non-refundable except where required by law or expressly provided in this Agreement or another written agreement between Customer and GoDataFeed.
Unless otherwise stated in an order form or other written agreement, subscriptions automatically renew for successive renewal periods equal in length to the initial subscription period (for example, month-to-month or year-to-year) at GoDataFeed's then-current rates, unless Customer cancels before the end of the then-current subscription period. Cancellation takes effect at the end of the then-current subscription period, and Customer will not receive a refund or credit for any partial subscription period.
For automatically renewing subscriptions, Customer authorizes GoDataFeed or its payment processor to charge the applicable payment method on file for recurring subscription fees and other authorized charges until the subscription is properly cancelled.
Customer is responsible for maintaining valid and current billing and payment information.
If payment is past due or a payment method cannot be successfully charged, GoDataFeed may, after reasonable notice where practicable, suspend or restrict access to affected Services until outstanding amounts are paid. Customer remains responsible for amounts properly incurred before suspension or termination.
Past-due amounts may accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.
If Customer disputes a charge with its card issuer or payment provider (a "chargeback") without first contacting GoDataFeed and allowing a reasonable opportunity to resolve the issue, the chargeback will constitute a material breach of this Agreement. Customer will reimburse GoDataFeed for any chargeback fees, penalties, and related costs incurred as a result of an unfounded chargeback, and GoDataFeed may suspend the affected Services until the matter is resolved.
GoDataFeed may change its pricing from time to time. Unless otherwise provided in an applicable agreement, changes to recurring subscription pricing will become effective beginning with a subsequent billing or renewal period following at least thirty (30) days' prior notice to Customer.
Fees are exclusive of applicable taxes unless expressly stated otherwise. Customer is responsible for sales, use, value-added, or similar transaction taxes applicable to its purchase of the Services, excluding taxes based on GoDataFeed's net income.
All fees are stated and payable in U.S. dollars. GoDataFeed may pass through reasonable fees charged by third-party payment methods Customer elects to use.
Additional services, custom work, implementation work, Managed Services, professional services, or other work outside the scope of Customer's subscription may be subject to additional fees disclosed to or agreed with Customer.
Customers approved for invoiced billing are also subject to Section 19.
9. Customer Representations and Warranties
Customer represents and warrants that:
(a) Customer has the legal authority and capacity to enter into this Agreement, and any individual accepting this Agreement on Customer's behalf has authority to bind Customer;
(b) Customer has all rights, licenses, permissions, authorizations, and consents necessary to provide Customer Data to GoDataFeed and authorize its use as contemplated by this Agreement;
(c) Customer's use of the Services, Customer Data, products, advertisements, listings, and other materials provided by Customer will not violate applicable law or infringe the intellectual property or other legal rights of a third party;
(d) Customer has obtained and will maintain the rights and permissions necessary to connect any Third-Party Platform, account, API, credential, token, or other service to GoDataFeed;
(e) Customer will comply with the terms and policies applicable to Third-Party Platforms it chooses to use with the Services; and
(f) Customer will not use the Services for fraudulent, deceptive, unlawful, or unauthorized purposes.
If Customer is an individual or sole proprietor, Customer represents that Customer has reached the age of majority necessary to enter into a binding contract.
GoDataFeed may restrict, suspend, or terminate Services where reasonably necessary to comply with law, legal process, governmental requirements, Third-Party Platform requirements, or this Agreement, or to protect the security, integrity, or lawful operation of the Services.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GODATAFEED OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GODATAFEED'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO GODATAFEED FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
For clarity, amounts paid by Customer to Third-Party Platforms or other third parties, including advertising spend, marketplace fees, and commissions, are not amounts paid to GoDataFeed for purposes of this Section, whether or not such amounts were managed, configured, or submitted through the Services or Managed Services.
THE FOREGOING LIMITATIONS APPLY REGARDLESS OF WHETHER A CLAIM ARISES IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, STATUTE, OR ANY OTHER THEORY OF LIABILITY.
THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
CUSTOMER'S OBLIGATION TO PAY FEES PROPERLY DUE UNDER THIS AGREEMENT IS NOT LIMITED BY THIS SECTION.
11. Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE WRITTEN AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GODATAFEED DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
GODATAFEED DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, ERROR-FREE, COMPLETELY SECURE, OR AVAILABLE AT ALL TIMES, OR THAT ALL DEFECTS WILL BE CORRECTED.
GODATAFEED DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY DATA TRANSFORMATION, FEED, RECOMMENDATION, OPTIMIZATION, CATEGORY MAPPING, ADVERTISING RESULT, AI OUTPUT, OR OTHER RESULT PRODUCED THROUGH THE SERVICES.
GODATAFEED DOES NOT WARRANT THAT CUSTOMER'S PRODUCTS, FEEDS, ADVERTISEMENTS, LISTINGS, ACCOUNTS, OR OTHER CONTENT WILL BE ACCEPTED, APPROVED, RANKED, DISPLAYED, OR MAINTAINED BY ANY THIRD-PARTY PLATFORM.
THIRD-PARTY PLATFORMS, PRODUCTS, SERVICES, APIS, AND INTEGRATIONS ARE SUBJECT TO THEIR OWN TERMS AND OPERATION, AND GODATAFEED DOES NOT WARRANT THEIR AVAILABILITY, CONTINUED FUNCTIONALITY, OR PERFORMANCE.
NO ORAL OR WRITTEN INFORMATION, RECOMMENDATION, OR ADVICE PROVIDED BY GODATAFEED CREATES A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
12. Indemnification
Customer will defend, indemnify, and hold harmless GoDataFeed, its affiliates, and their respective officers, directors, employees, contractors, agents, and representatives from and against any third-party claim, action, proceeding, loss, liability, damage, judgment, settlement, cost, or reasonable attorneys' fee arising out of or relating to:
(a) Customer Data, Customer's products, advertisements, listings, content, or other materials provided or made available by Customer;
(b) Customer's alleged or actual violation of applicable law or regulation;
(c) Customer's alleged or actual infringement or misappropriation of a third party's intellectual property, privacy, publicity, or other legal rights;
(d) Customer's breach of its representations, warranties, or obligations under this Agreement;
(e) Customer's misuse of the Services;
(f) Customer's use of or interaction with a Third-Party Platform in violation of that platform's terms, policies, or requirements;
(g) any activity conducted through Customer's account or Account Credentials, whether or not authorized by Customer, except to the extent such activity results from GoDataFeed's breach of this Agreement; or
(h) the negligence or willful misconduct of Customer or its personnel.
GoDataFeed will provide Customer with reasonably prompt notice of any indemnified claim and reasonable cooperation in the defense of the claim.
GoDataFeed may elect to control the defense and settlement of any indemnified claim with counsel of its choosing, at Customer's expense. If GoDataFeed does not so elect, Customer will control the defense and settlement of the claim using counsel reasonably acceptable to GoDataFeed, provided that Customer may not settle any claim in a manner that admits wrongdoing by GoDataFeed, imposes liability or obligations on GoDataFeed, or requires GoDataFeed to make a payment without GoDataFeed's prior written consent.
Where Customer controls the defense, GoDataFeed may participate in the defense with counsel of its choosing at its own expense.
Customer's indemnification obligations under this Section will survive expiration or termination of this Agreement.
13. Governing Law; Venue; Waiver of Jury Trial and Class Actions; Attorneys' Fees
This Agreement and any dispute arising out of or relating to this Agreement or the Services will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles.
The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Broward County, Florida for any action or proceeding arising out of or relating to this Agreement or the Services, and each party waives any objection to such jurisdiction or venue.
Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information or, in GoDataFeed's case, the security or integrity of the Services.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE BROUGHT ONLY IN A PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs, including on appeal.
14. Entire Agreement; Order of Precedence
This Agreement, together with any applicable order form, statement of work, service agreement, Privacy Policy, and other policy or addendum expressly incorporated by reference, constitutes the entire agreement between Customer and GoDataFeed concerning the Services and supersedes prior or contemporaneous proposals, discussions, representations, and agreements concerning the same subject matter.
If Customer and GoDataFeed have executed a separate written agreement, order form, or statement of work that expressly governs particular Services, the terms of that document will control over these Terms solely to the extent of any direct conflict.
Any purchase order or similar document issued by Customer is for administrative convenience only, and any additional or inconsistent terms contained in such document will not modify this Agreement unless expressly accepted in writing by an authorized representative of GoDataFeed.
15. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be modified or limited to the minimum extent necessary to make it enforceable while preserving its intended effect to the greatest extent permitted by law.
If such modification is not possible, the affected provision will be severed, and the remaining provisions of this Agreement will remain in full force and effect.
16. Waiver
A party's failure or delay in exercising any right, power, or remedy under this Agreement will not operate as a waiver of that right, power, or remedy.
No waiver will be effective unless it is in writing and made by an authorized representative of the party granting the waiver.
A waiver regarding one breach or circumstance will not constitute a waiver of any subsequent breach or circumstance.
17. Force Majeure
Except for Customer's obligation to pay amounts properly due, neither party will be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by events beyond that party's reasonable control.
Such events may include natural disasters, fires, floods, hurricanes, epidemics or pandemics, war, terrorism, civil unrest, labor disputes, governmental actions, power failures, telecommunications or internet outages, widespread hosting or cloud-infrastructure failures, or outages, interruptions, or material changes affecting Third-Party Platforms or services upon which the Services reasonably depend.
The affected party will use commercially reasonable efforts to mitigate the effects of the event and resume performance as reasonably practicable.
This Section does not excuse Customer from paying fees properly incurred before or during the affected period.
18. Relationship of the Parties; No Third-Party Beneficiaries
GoDataFeed and Customer are independent contracting parties. Nothing in this Agreement creates or will be construed to create a partnership, joint venture, franchise, fiduciary, employment, or agency relationship between the parties.
Except as expressly stated in this Agreement, neither party has authority to bind the other or incur obligations on the other party's behalf.
Nothing in this Agreement, express or implied, is intended to confer upon any third party any right, benefit, remedy, obligation, or liability under or by reason of this Agreement.
19. Additional Terms for Invoiced Accounts
The following additional terms apply to Customers that GoDataFeed has approved for invoiced billing.
19.1 Payment Terms
Customer will pay invoices by the due date stated on the applicable invoice, order form, service agreement, or other written agreement between the parties.
Approved payment terms may include Net 30, Net 60, Net 90, Net 120, or other terms expressly agreed in writing.
An invoice will be deemed delivered when transmitted to the billing contact or email address designated by Customer.
19.2 Invoice Disputes
Customer will promptly notify GoDataFeed at contact@godatafeed.com of any good-faith dispute regarding an invoice and provide reasonable detail regarding the disputed amount within thirty (30) days after the invoice date. Invoices not disputed within that period will be deemed accepted.
Customer remains responsible for timely payment of any undisputed portion of the invoice.
19.3 Past-Due Amounts
Amounts not paid when due remain payable regardless of cancellation, suspension, or termination of Customer's account.
If Customer fails to pay undisputed amounts when due, GoDataFeed may exercise the remedies available under this Agreement, including suspension or termination of affected Services.
19.4 Collection Costs
GoDataFeed may engage a collection agency or pursue other lawful means to recover overdue amounts.
To the extent permitted by applicable law, Customer will be responsible for reasonable costs incurred by GoDataFeed in collecting properly due and unpaid amounts, including reasonable attorneys' fees and court costs.
19.5 Relationship to Other Agreements
If an applicable order form, service agreement, or other written agreement specifies different invoicing or payment terms, that agreement will control with respect to those payment terms.
20. Termination and Effect of Termination
Customer may cancel a self-service subscription through the "My Account" section of the GoDataFeed control panel or other account-management functionality provided by GoDataFeed, subject to any applicable subscription term, order form, Managed Services agreement, or other written agreement. Cancellation takes effect at the end of the then-current subscription period as described in Section 8.
GoDataFeed may suspend or terminate access to the Services for material breach of this Agreement, nonpayment, unlawful or fraudulent activity, material security risk, Customer's use of the Services that results in, or is the subject of, actual or threatened legal action or a Third-Party Platform enforcement action against GoDataFeed, or other circumstances expressly permitting suspension or termination under this Agreement.
Where a breach is reasonably capable of being cured and immediate suspension is not necessary to protect GoDataFeed, Customer, other customers, or third parties, GoDataFeed may provide Customer a reasonable opportunity to cure the breach.
GoDataFeed may also terminate this Agreement or any Services for convenience upon thirty (30) days' written notice to Customer. In that event, GoDataFeed will refund any prepaid fees attributable to the portion of the subscription period remaining after the effective date of termination.
Upon expiration or termination:
(a) Customer's right to access and use the affected Services will cease;
(b) Customer remains responsible for all fees and other amounts properly incurred through the effective date of termination;
(c) amounts previously paid remain non-refundable except where otherwise expressly agreed or required by law; and
(d) Customer is responsible for exporting Customer Data it wishes to retain before access to the Services ends. Customer may export its feeds and product data through the Services at any time during the subscription term.
GoDataFeed will delete Customer Data from active systems within thirty (30) days following termination or expiration, except to the extent information remains in routine backups or logs, must be retained for legal, security, fraud-prevention, accounting, dispute-resolution, or regulatory purposes, or is otherwise retained in accordance with GoDataFeed's Privacy Policy.
Sections that by their nature should survive termination—including payment obligations, intellectual property provisions, confidentiality obligations, warranty disclaimers, limitations of liability, indemnification, governing-law and dispute-resolution provisions, and publicity—will survive termination or expiration of this Agreement.
21. Assignment
Customer may not assign or transfer this Agreement, in whole or in part, without GoDataFeed's prior written consent, except as otherwise expressly agreed in writing.
GoDataFeed may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganization, financing, sale of substantially all assets relating to the Services, or similar corporate transaction.
Any attempted assignment in violation of this Section will be void.
Subject to the foregoing, this Agreement will bind and benefit the parties and their respective permitted successors and assigns.
22. Notices
GoDataFeed may provide notices relating to the Services or this Agreement by email to the primary email address associated with Customer's account, through the Services, or by posting notice on the GoDataFeed website where appropriate.
Notices concerning material contractual matters may be provided by email or another reasonable written method.
Customer is responsible for maintaining accurate and current contact information associated with its account.
Formal notices from Customer to GoDataFeed under this Agreement must be sent by email to contact@godatafeed.com, with a copy by mail to Method Merchant Inc., 150 S. Pine Island Rd., Suite #530, Plantation, FL 33324.
The notice should clearly identify the Customer account or organization to which it relates and describe the subject of the notice.
Electronic notices will be considered written communications for purposes of this Agreement to the extent permitted by applicable law.
23. Publicity
Unless Customer notifies GoDataFeed otherwise in writing at contact@godatafeed.com, GoDataFeed may identify Customer as a GoDataFeed customer, including by displaying Customer's name and logo on GoDataFeed's website, customer lists, and marketing materials. GoDataFeed will not publish case studies, testimonials, or quotes attributed to Customer without Customer's prior approval, which may be given by email.
24. Export Controls and Sanctions
Customer will comply with all applicable export control and economic sanctions laws in its use of the Services. Customer represents that neither Customer nor any user of its account is located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, or is identified on any U.S. government restricted-party list, and Customer will not permit the Services to be accessed or used in violation of such laws.