Terms of Service

English translation provided for convenience. Only the French version is legally binding.

Upsellr — Version 2.0
Effective as of 15 September 2026

Preamble

The Upsellr platform is published by Upsellr SAS, a simplified joint-stock company (SAS) with a share capital of €1,075, registered with the Cannes Trade and Companies Register (RCS) under number 930 942 164, whose registered office is located at 200 chemin de Meayne, 06550 La Roquette-sur-Siagne, France, EU VAT number FR79930942164 (“Upsellr”).

Upsellr operates an online software platform that enables commerce professionals to collect, structure, enrich, generate and distribute their product data using artificial intelligence agents.

These Terms of Service (the “Terms”) bring together in a single document the rules for accessing and using the Platform and the applicable commercial terms. They include two annexes which form an integral part of them: Annex 1 — Acceptable Use and AI Policy and Annex 2 — Data Processing Agreement. They replace the General Terms of Use and the General Terms of Sale of version 1 of Upsellr.

The Services are intended exclusively for professionals. They are not offered to consumers within the meaning of applicable law.

PART 1 — GENERAL PROVISIONS

Article 1 — Definitions

The terms below, when capitalized, have the following meaning, in the singular as well as in the plural.

Agent: a software component of the Platform based on artificial intelligence technologies, which performs tasks on behalf of the Customer, such as Marcus, Clara, Lily or Otto, as well as any Specialist.
Order Form: any quote, purchase order or specific agreement signed between Upsellr and the Customer, in particular for the Enterprise offering.
Channel: a distribution destination configured in the Platform (online store, marketplace, export file, feed), with its taxonomy, template, rules and languages.
Customer: the legal entity or the natural person acting in a professional capacity who opens an Account and subscribes to the Services, regardless of the Plan.
Account: the Customer’s organization space on the Platform, to which its Users, its data, its Plan and its Credit balance are attached.
Connector: a technical interface enabling the Platform to read data from or write data to a third-party system, for example a CMS, a PIM or a marketplace. An Instance means a specific connection of the Account to a given third-party system.
Generated Content: any content produced by the Platform or by an Agent from Customer Data or the Customer’s instructions, including titles, descriptions, FAQs, attributes, metadata, semantic markup, translations, categorizations, reports, recommendations and processed or generated images.
Credit: a unit of measurement of the work performed by the Agents and billed in accordance with Article 22.
Customer Data: all data, files, content and information imported, uploaded, entered, synchronized or transmitted by the Customer or on its behalf into the Platform, including data from its Sources and Connectors, as well as Generated Content.
Technical Data: data relating to the operation, performance, security and use of the Platform, excluding the content of Customer Data.
Master Data: the structured repository of the Customer’s products in the Platform, with field values and their provenance.
Plan: the Services access package chosen by the Customer (Free, Core, Scale, Enterprise or any other package offered), with its features, limits and included Credits.
Platform: the Upsellr software solution accessible in SaaS mode, including the web application, the Agents, the Connectors, the integration modules, the API, the webhooks, the documentation and their updates.
Acceptable Use Policy: the Acceptable Use and AI Policy set out in Annex 1 hereto.
Publication: the writing of Generated Content or Customer data into a third-party system by means of a Connector.
Services: access to the Platform and all associated services provided by Upsellr under these Terms.
Source: any origin of data feeding the Platform: file, folder of files, read Instance, manual entry or web collection.
Specialist: an optional Agent offered through an additional subscription, with a recurring scope defined in the offering.
User: any natural person authorized by the Customer to access its Account.
Workflow: a configured sequence of steps executed by the Platform’s engine, triggered manually, by an Agent, on a schedule or by webhook.

Article 2 — Purpose and contractual documents

2.1. The purpose of these Terms is to define the conditions under which Upsellr provides the Services to the Customer and the conditions under which the Customer uses and pays for them.

2.2. The agreement between Upsellr and the Customer (the “Agreement”) consists of the following documents, in decreasing order of priority:

any Order Form, solely for its specific provisions;
the Data Processing Agreement set out in Annex 2 (“DPA”);
the body of these Terms;
the Acceptable Use Policy set out in Annex 1;
the description of the Plans and the Credit consumption schedule published on the upsellr.io website or in the Platform on the date of subscription or renewal.

In the event of a conflict, the higher-ranking document prevails. However, the DPA prevails over any other document with respect to the protection of personal data.

2.3. The Customer’s purchasing terms do not apply, even if they are communicated to Upsellr, unless expressly accepted in writing.

2.4. Upsellr’s Privacy and Cookie Policy, which describes the processing carried out by Upsellr as controller as well as the use of cookies and trackers, is brought to the Customer’s attention for information purposes.

Article 3 — Acceptance and professional status

3.1. The Customer accepts the Terms:

when creating the Account, by clicking the sign-up button, including when signing up through a third-party identity provider (Google, Microsoft or any other authentication service), after having been informed, immediately next to that button, that this action constitutes acceptance of the Terms;
when first subscribing to a paid Plan, by ticking the box provided for that purpose, such acceptance expressly covering all of the Terms, including Articles 24, 31 and 39;
or by signing an Order Form.

The acceptance is time-stamped and retained by Upsellr together with the version of the Terms accepted.

3.2. The person accepting the Terms represents that they have the authority to bind the entity on whose behalf they act. When they act on behalf of a company, that company is the Customer.

3.3. The Customer represents that it is acting for purposes falling within the scope of its commercial, industrial, craft, liberal or agricultural activity. The provisions of the French Consumer Code and the consumer protection laws of any other jurisdiction do not apply to the Agreement.

3.4. The Customer represents that it is at least 18 years of age or acts through representatives who are of legal age.

Article 4 — Amendment of the Terms

4.1. Upsellr may amend the Terms, in particular to take into account changes in the Services, regulations or case law.

4.2. Any material amendment is notified to the Customer by email or in the Platform at least ten (10) days before it takes effect. If the Customer refuses the amendment, it may terminate its subscription with effect from the date on which the amendment takes effect; if it has an annual subscription paid in advance, it is then refunded the portion of the subscription price corresponding to the remaining period after that date. Continued use of the Services after that date constitutes acceptance of the amended Terms.

4.3. Amendments required by a legal or regulatory obligation, or non-material amendments (corrections, clarifications, addition of features), may apply within a shorter period, or even immediately.

4.4. The provisions of an ongoing Order Form may only be amended with the written agreement of both parties.

PART 2 — THE SERVICES

Article 5 — Description of the Services

5.1. Scope. Depending on the Plan subscribed to, the Platform enables the Customer, in particular:

to import product data from files, archives, documents, images and connected systems, and to match them by identifier (EAN, UPC, SKU, MPN);
to build and govern Master Data, with the provenance of each value;
to have its product data enriched by Agents, in particular based on web searches, documents and images;
to generate content adapted to each Channel and each language, including semantic markup intended for search engines and AI-based answer engines;
to process, optimize, store and distribute product media;
to export its data and publish its content to third-party systems;
to configure Workflows, run projects and operate the Platform in conversation with the Agents;
to access, depending on the Plan, an API and webhooks.

5.2. Description of the Plans. The features, limits (number of stores, Channels, marketplaces, Connectors, Users, media delivery quotas, API access) and included Credits of each Plan are described on the Pricing page of the upsellr.io website, in the Platform or in the Order Form. This description forms part of the Agreement in its version in force on the date of subscription or renewal.

5.3. Specialists. The Customer may add Specialists through an additional subscription. Each Specialist includes the recurring scope described in its offering; actions performed beyond that scope consume Credits.

5.4. Announced features. Features presented as “upcoming”, “coming soon” or appearing on a roadmap are communicated for information purposes only. They do not constitute a delivery commitment and may not form the basis of the decision to subscribe.

5.5. Beta features. Certain features may be offered in beta, early access or preview. They are provided as is, with no commitment as to availability or continuation, and may be modified or withdrawn at any time. Upsellr cannot be held liable in respect of them, subject to Article 31.4.

5.6. Evolution of the Services. Upsellr continuously improves the Platform and may modify its features, interface or underlying technologies. If a change removes, during an annual subscription, a key feature of the subscribed Plan without a replacement solution, the Customer’s sole remedy is to terminate its subscription within thirty (30) days of that removal and obtain a refund of the subscription price corresponding to the remaining period.

Article 6 — Nature of artificial intelligence technologies

6.1. The Agents rely on artificial intelligence models, in particular large language models supplied by third parties and accessed, as of the date hereof, through the Vercel AI Gateway, as well as on processing developed by Upsellr. Upsellr freely chooses, combines and replaces these models and their providers. Upsellr is not liable for the behavior of these models, nor for any modifications, degradations or interruptions decided by their providers.

6.2. The Customer acknowledges that:

the outputs of artificial intelligence models are probabilistic and may be inaccurate, incomplete, outdated or biased, even when presented with confidence;
two identical executions may produce different results;
information collected on the web comes from third parties and may be incorrect;
Generated Content constitutes neither legal, regulatory, tax or commercial advice, nor a guarantee of compliance, search engine ranking or commercial performance.

6.3. Upsellr may implement mechanisms intended to improve the reliability of results, such as traceability of the provenance of values, constraint checks per Channel or human validation checkpoints. These mechanisms are verification aids; they do not guarantee the accuracy of the results and do not release the Customer from the verification provided for in Article 6.4.

6.4. It is the responsibility of the Customer, and the Customer alone, to verify Generated Content and enriched data before any distribution or use, under the conditions of Article 7. Any Generated Content distributed, published or used by the Customer, with or without modification, is deemed to have been verified and approved by it.

Article 7 — Agent autonomy, validation and Publication

7.1. Configurable autonomy. The Customer determines the degree of autonomy of the Agents: validation checkpoints in Workflows, approval of actions, stored rules, scheduled triggers. The Agents are designed to request approval before destructive actions. It is the Customer’s responsibility to configure this degree of autonomy according to its needs and to verify the proposed actions before approving them.

7.2. Validation. The Platform is designed so that Publications to a third-party system take place upon the Customer’s validation. This validation is given either on a case-by-case basis, or in advance, when the Customer configures a Workflow, a schedule or a rule that triggers the Publication without an intermediate validation checkpoint. In the latter case, the Customer is deemed to have validated each of the Publications carried out in accordance with the configuration it has chosen. The Customer retains control of its third-party systems and has the means therein to review, correct or remove any published content.

7.3. Editorial responsibility. The Customer is solely responsible, as publisher, for the content it publishes or has published, on its own media as well as on third-party platforms, including when such content has been generated by an Agent. Upsellr exercises no control over content once exported or published, which the Customer may freely modify, supplement or remove. It is in particular the Customer’s responsibility to ensure that such content is accurate, fair, not misleading and compliant with the rules applicable to its products: pre-contractual information, environmental, health or cosmetic claims, labeling, general product safety, prices, warranties, and the rules specific to each marketplace.

7.4. Instructions and rules. The rules, memories and preferences that the Customer validates in the Platform (tone, constraints, trusted sources, collision governance) are applied by the Agents. The Customer ensures that they are accurate and lawful.

7.5. Agent memory. Information that the Agents propose to store for the Account is subject to approval by a User. The Customer may view, correct and delete this memory, and ensures its accuracy.

Article 8 — Connectors and third-party services

8.1. Connectors enable the Platform to access the third-party systems chosen by the Customer (CMS, PIM, marketplaces, storage or automation tools). By connecting an Instance, the Customer authorizes Upsellr to access that system, to read the necessary data from it and, where the Customer has chosen the corresponding use, to write to it, within the limits of Article 7.

8.2. The Customer warrants that it holds the necessary rights and authorizations over the systems it connects and that it complies with the terms of use, policies and API limits of their publishers. Upsellr is not a party to the agreements between the Customer and those publishers.

8.3. Third-party systems remain under the control of their publishers. Upsellr guarantees neither their availability, nor the stability of their interfaces, nor their decisions (rejection of a listing, suspension of a seller account, modification of a taxonomy). Upsellr may adapt its Connectors to changes in those systems, without any commitment as to timing or results, and may stop maintaining a Connector when the publisher of the third-party system modifies or restricts access to it.

8.4. Connection credentials and secrets are protected by appropriate security measures. The Customer may suspend or disconnect an Instance at any time. Disconnection deletes the credentials and retains the data already imported, the history and the Channel configuration.

8.5. The Upsellr module installed on the Customer’s store is licensed under the conditions of Article 15.3. The Customer installs the security updates offered by Upsellr; failing this, certain features may be suspended.

Article 9 — Web data collection

9.1. When the Customer uses an enrichment or analysis feature based on web pages (search, web page retrieval, analysis of a store or of product pages), the Agents consult publicly accessible content, on behalf of the Customer and within the scope it defines.

9.2. The collection features are designed to consult only content accessible without authentication, taking into account rights reservations expressed in a machine-readable manner, and to extract factual information about products. Upsellr does not verify the lawfulness of each source consulted and guarantees neither the completeness, nor the accuracy, nor the lawfulness of use of the information collected.

9.3. Collection is carried out at the Customer’s request, on its behalf and under its responsibility. The Customer remains solely responsible for the choice of sources it designates or authorizes (lists of websites, manufacturer or competitor websites) and for the use it makes of the information collected, in particular with regard to copyright, database rights and the terms of use of the websites concerned. Third-party texts and images collected as enrichment material may only be republished as is if the Customer holds the rights to them.

9.4. Upsellr may refuse, limit or interrupt a collection that presents a legal, technical or reputational risk, and informs the Customer accordingly.

Article 10 — Account, Users and security

10.1. The Customer provides accurate and up-to-date information when creating the Account and when subscribing.

10.2. The Customer designates its Users and assigns their rights. It is liable for the acts of its Users as for its own. Credentials are personal; they may not be shared among several people.

10.3. The Customer keeps credentials confidential, activates the strong authentication mechanisms offered (two-factor authentication, passkeys) when its organization requires it, and notifies Upsellr without delay of any unauthorized use at supportupsellr.io.

10.4. Any action performed from the Account is deemed to have been performed by the Customer, unless a security breach attributable to Upsellr is proven.

10.5. Support access. Authorized members of the Upsellr team may access the Account, including by opening a session on behalf of a User, in order to provide the requested support, diagnose or fix an incident, ensure the security of the Platform or comply with a legal obligation. Such access is limited to what is necessary and restricted to personnel bound by confidentiality.

10.6. The creation of multiple Accounts by the same Customer in order to accumulate free benefits is prohibited.

Article 11 — Availability, maintenance and support

11.1. Upsellr uses reasonable means to ensure the accessibility of the Platform 24 hours a day, 7 days a week. Unless a service level is stipulated in an Order Form, Upsellr does not guarantee any availability rate.

11.2. Access may be interrupted for maintenance, updates, improvements or security. Upsellr endeavors to carry out scheduled operations outside business hours in France and to notify the Customer of significant scheduled interruptions.

11.3. Long-running processing (large imports, enrichments, batch generations) is executed asynchronously. Displayed durations are estimates. In the event of an interruption, Upsellr endeavors to retain the results already produced and to allow the processing to resume, without guarantee.

11.4. Support is available in accordance with the terms described for each Plan, without any guaranteed response or resolution time, unless otherwise stipulated in an Order Form. Support may be assisted by an Agent.

Article 12 — Fair use and technical limits

12.1. Features not counted in Credits (conversation with the Agents, scoping, configuration, deterministic operations) have a real operating cost. They are provided subject to fair use, assessed in light of the average usage observed on the same Plan.

12.2. Upsellr applies technical limits intended to preserve the stability of the Platform and fairness between customers: rate limits, file size, API request volume, number of concurrent processes, consumption envelope for AI processing not counted in Credits.

12.3. In the event of excessive use, Upsellr may limit the features concerned. On paid Plans, and except in cases of clear abuse or security risk, Upsellr endeavors to contact the Customer beforehand to propose a solution: adjustment of usage, use of a Workflow, change of Plan. Deterministic operations and access to data remain available.

12.4. Traffic quotas apply to the delivery of media hosted by Upsellr. Exceeding them may be billed in Credits in accordance with the consumption schedule in force or, on the Free Plan, result in the interruption of delivery until the following period.

12.5. Catalog capacity. Each Plan includes a maximum number of active SKUs. An active SKU is any item imported and usable in the Platform, whether published or not; each variant with its own SKU counts as one unit; archived products are not counted and translations or per-Channel variations do not multiply the count. When the limit is reached, the addition of new products is suspended until products are archived or the Customer upgrades to a higher Plan. No data is deleted as a result.

PART 3 — DATA AND INTELLECTUAL PROPERTY

Article 13 — Customer Data

13.1. Ownership. The Customer retains all rights to the Customer Data. Upsellr acquires no rights to it other than the license provided for below.

13.2. License to use. The Customer grants Upsellr, worldwide, for the term of the Agreement and until the erasure of the Customer Data provided for in Article 28.7, a non-exclusive and non-transferable right, except to its subcontractors, to host, reproduce, process, transform, analyze, translate, display and transmit the Customer Data, solely to the extent necessary for the provision, security, support and maintenance of the Services, as well as for the execution of the Customer’s instructions, in particular Publications.

13.3. Customer warranties. The Customer warrants that it holds all necessary rights and authorizations over the Customer Data, in particular over supplier files, texts, trademarks and images, and that their processing by means of the Platform does not infringe the rights of third parties or regulations.

13.4. Shared public media. When a publicly accessible media file at the same address is used by several customers, Upsellr may store only one copy of it. This technical pooling does not grant any customer any right to or access to the Customer Data of another customer.

13.5. Backup. Upsellr implements backup mechanisms. The Platform is not an archiving service: the Customer remains responsible for keeping its own source data and for regularly exporting data whose loss would cause it harm. In the event of loss or alteration of Customer Data attributable to Upsellr, Upsellr’s obligation is limited to restoring the latest available backup.

Article 14 — Generated Content

14.1. Customer’s rights. Upsellr assigns to the Customer, as and when they are generated, all economic rights that Upsellr may hold in the Generated Content, namely the rights of reproduction, representation, adaptation, translation and modification, on all media and by all means, known or unknown to date, worldwide and for the entire legal term of protection. This assignment is granted in consideration of the price of the Services, subject to its payment in full, and, for the Free Plan, free of charge.

14.2. No rights for Upsellr. Upsellr claims no rights in the Generated Content, subject to the license in Article 13.2 and to Article 17.

14.3. Limits. The Customer acknowledges that:

depending on the applicable law, content produced by an AI system may not be eligible for copyright protection;
similar or identical content may be generated for other customers, in particular for identical products or from public information; no exclusivity is granted;
Upsellr does not guarantee the originality of Generated Content or the absence of resemblance to pre-existing content, subject to Article 32.1.

14.4. Provenance information. The Platform may indicate, for information purposes and within the Platform, the origin of field values (deterministic processing, Agent or manual entry). This information is a working tool; it is not designed to accompany exported or published content.

Article 15 — Upsellr’s intellectual property

15.1. Upsellr and its licensors remain the holders of all rights in the Platform: software, code, modules, API, algorithms, prompts, Agent configurations, thesauri and attribute repositories, library of Channels and Workflows, databases, documentation, interfaces, Agent characters and names, trademarks, logos and distinctive signs.

15.2. Upsellr grants the Customer, for the term of the Agreement, a personal, non-exclusive, non-transferable and non-sublicensable right to access and use the Platform, for its internal business needs and those of its Channels, within the limits of its Plan. When a Customer acts on behalf of third parties (agency, integrator), it may use the Services for its own clients, while remaining liable for compliance with the Agreement.

15.3. The Upsellr module and the components installed on the Customer’s systems are licensed under the same conditions, solely for the purpose of connecting to the Platform.

15.4. The Customer undertakes not to, except within the limits permitted by law: copy, modify, decompile or disassemble the Platform; extract its prompts, configurations or repositories; use it to develop a competing service or to train an artificial intelligence model; resell or make access available to third parties other than in the case provided for in Article 15.2; remove any proprietary notice.

15.5. Adopted repositories. The attributes, taxonomies and standardized values derived from Upsellr’s thesaurus or library and adopted by the Customer remain the property of Upsellr; the Customer may retain and freely use the values applied to its products, including after the end of the Agreement.

15.6. Suggestions. The Customer may submit suggestions or feedback on the Services. Upsellr may use them freely and free of charge, without any obligation towards the Customer, it being understood that such feedback does not include Customer Data.

Article 16 — Personal data

16.1. For the processing of personal data carried out on behalf of the Customer by means of the Platform, Upsellr acts as processor and the Customer as controller. Such processing is governed by the DPA set out in Annex 2, which forms an integral part of the Agreement and which the Customer accepts by accepting these Terms.

16.2. For the management of the business relationship, the Account, billing, security and the improvement of the Services, Upsellr acts as controller, under the conditions described in its Privacy Policy.

16.3. The Services are not designed to process special categories of personal data, data relating to criminal offences, health or payment data of third parties, or data relating to minors. The Customer undertakes not to import any such data into the Platform.

Article 17 — Improvement of the Services

17.1. Upsellr may use Technical Data to operate, secure and measure the Services. Their use for the purpose of improving the Services takes place in aggregated and anonymized form.

17.2. Upsellr may also use Customer Data, and in particular the associated usage signals (corrections, validations, rejections, arbitrations), to improve its Services, exclusively in aggregated and anonymized form, which does not make it possible to identify the Customer, its Users or any natural person, or to reconstruct its commercial data. Such data may in particular be used to improve attribute repositories, generation rules, instructions given to models and quality indicators.

17.3. Upsellr does not use Customer Data to train AI models supplied by third parties and configures its access to the models, according to the options offered by its providers, so as to exclude any such use by them.

17.4. Upsellr does not sell Customer Data and does not disclose it to other customers.

17.5. A Customer holding an Enterprise Plan may request, in its Order Form, that its Customer Data be excluded from the use provided for in Article 17.2.

Article 18 — Confidentiality

18.1. Each party undertakes to keep confidential the non-public information of the other party of which it becomes aware in connection with the Agreement, in particular Customer Data for Upsellr, and technical, pricing and roadmap information for the Customer (the “Confidential Information”), to use it only for the performance of the Agreement and to disclose it only to its employees, officers, advisers and subcontractors who need to know it and are bound by an equivalent obligation.

18.2. Confidential Information does not include information that is or becomes public through no fault of the receiving party, that was known to it before its disclosure, that was lawfully obtained from a third party or that was independently developed.

18.3. A party may disclose Confidential Information if required to do so by law, an authority or a court decision, informing the other party where permitted and limiting the disclosure to what is strictly necessary.

18.4. This obligation applies for the term of the Agreement and for five (5) years after its end, and for as long as the information constitutes a trade secret.

Article 19 — Regulations applicable to artificial intelligence

19.1. Roles. Within the meaning of Regulation (EU) 2024/1689 on artificial intelligence, Upsellr is the provider of the AI systems constituting the Platform. The Customer, when it uses these systems under its own authority in the course of its business, is their deployer.

19.2. Information. Users are informed that they are interacting with Agents based on artificial intelligence. The Services are not designed for any prohibited practice or for any high-risk use within the meaning of Regulation (EU) 2024/1689.

19.3. Customer commitments. The Customer:

does not use the Services for any high-risk use or prohibited practice within the meaning of Regulation (EU) 2024/1689 or any equivalent regulation;
discloses to the public, where required by regulations, the artificial nature of generated or manipulated images or videos that it distributes and that could falsely appear to be authentic, in particular when they depict existing persons, places or products in a setting that did not take place;
ensures that Users have a sufficient level of AI literacy with regard to their use;
alone determines and complies with the transparency and information obligations applicable to the content it distributes, in particular when it modifies such content, combines it with other content or publishes it, as well as when it makes a conversational agent available to its own customers.

19.4. Upsellr may adapt the Services to changes in AI-related regulations. The Customer is solely responsible for ensuring that its use of the Services complies with the regulations applicable in the jurisdictions in which it operates.

PART 4 — FINANCIAL TERMS

Article 20 — Offers and subscription

20.1. Upsellr offers a free Plan (Free) and paid Plans on a monthly or annual subscription basis (including Core and Scale), as well as an Enterprise Plan on quotation. Specialists and Credit packs may be subscribed to in addition, depending on the Plan.

20.2. The Core and Scale paid Plans are subscribed to online. The Enterprise Plan, pre-committed Credit volumes, custom connectors and support services are subject to an Order Form.

20.3. The Agreement is formed upon validation of the online payment or upon signature of the Order Form. Upsellr confirms the subscription by email.

20.4. Upsellr may refuse a subscription for a legitimate reason, in particular in the event of a prior non-payment, suspected fraud, a serious prior breach of the Agreement or a prohibition resulting from Article 34.

Article 21 — Prices, taxes and invoicing

21.1. Prices are those in force on the date of subscription or renewal, as indicated on the Pricing page, in the Platform or in the Order Form. They are expressed in euros and exclusive of taxes.

21.2. Prices are increased by applicable taxes, including VAT. For Customers established in another Member State of the European Union and holding a valid VAT number, invoicing is made exclusive of VAT under the reverse-charge mechanism. For Customers established outside the European Union, the Customer bears, where applicable, the sales taxes, use taxes, withholding taxes and duties applicable in its jurisdiction; if a withholding tax is required, the invoiced amount is increased so that Upsellr receives the agreed net amount.

21.3. Price changes. Upsellr may change its prices. Any change applicable to an ongoing subscription is notified at least thirty (30) days before it applies and only takes effect at the next renewal. A Customer who refuses the change may terminate its subscription before that date. Credit packs already purchased are not affected.

21.4. Invoicing. Subscriptions are invoiced in advance, at the start of each period. Credit packs and refills are invoiced upon purchase. Invoices are issued and made available in electronic form, in compliance with the regulations applicable to electronic invoicing. The Customer undertakes to keep its billing information up to date.

Article 22 — Credits

22.1. Principle. The Credit pays for the work actually performed by the Agents when it requires judgment based on artificial intelligence: generation of a content field, enrichment, attribute extraction, semantic normalization, arbitration between values, analysis, image processing or generation, or any other action designated as such.

22.2. Operations without Credits. Subject to Article 12, the following do not consume Credits: conversation with the Agents to scope and configure a mission; configuration of Channels and Workflows; deterministic operations, in particular reading and importing data from a single source, identity resolution, column mapping, filtering, bulk editing, export and Publication.

22.3. Consumption schedule. The number of Credits consumed by each type of action is defined by the consumption schedule in force, available in the Platform and on the upsellr.io website. The unit of count is, in principle, the product field actually produced or the operation actually performed. The orders of magnitude published for typical missions are indicative. Upsellr may change the schedule under the conditions of Article 21.3; a change more favorable to the Customer may apply immediately.

22.4. Estimate and transparency. Before launching a Workflow covering a defined scope, the Platform displays an indicative estimate of the Credits required and requests confirmation. For actions requested in conversation, whose scope is not known in advance, consumption is displayed after execution. The balance, the cost of each action and the consumption history by mission, Workflow and period can be viewed at any time. Where the actual consumption of a processing job significantly exceeds the estimate, the Platform may interrupt it and request a new confirmation. Estimates are indicative: only actual consumption is counted, and a discrepancy with the estimate does not give rise to any refund or compensation.

22.5. Failures.

A field or operation that is not completed due to a technical failure of the Platform or its providers consumes no Credits; any reserved Credits are automatically returned.
Only fields actually produced are counted: the failure of one field does not affect the count of the others.
A search or enrichment that returns no usable data consumes no Credits. A usable result is counted, including where the Customer considers it unsatisfactory.
A batch processing job may be automatically interrupted when its failure rate becomes abnormal.

The return of Credits constitutes the sole compensation due in respect of the failure of a processing job.

22.6. Reservation. When a scheduled Workflow or a batch processing job is launched, the Platform may reserve the estimated Credits. Reserved Credits that are not consumed are returned at the end of the processing job.

22.7. Credits included in the subscription. The Credits included in a paid Plan are allocated at the start of each monthly billing period, including for an annual subscription. They are valid until the end of the period for which they are allocated and cannot be carried over. They are consumed first. They cease to be usable as soon as the Account switches to read-only.

22.8. Purchased Credits. Packs and refills are purchased and paid for before use. Purchased Credits are valid for twelve (12) months from their date of purchase and are not renewed. They are consumed after included Credits, starting with those whose expiry date is the nearest, and remain available in the event of a switch to a lower Plan. They can only be consumed with an active paid subscription: during a read-only or archiving period (Articles 24.5 and 28.6), they are frozen, without their expiry date being extended. In the event of payment regularization or reactivation before the deletion of the Account, the Credits still valid on that date are restored. They are permanently lost upon their expiry or upon the deletion of the Account.

22.9. Auto-refill. The Customer may activate auto-refill. Its activation is always an express decision of the Customer, who must set a monthly spending cap. When the balance crosses the configured threshold, a pack is purchased and automatically charged to the registered payment method, within the limit of that cap. A low-balance alert is sent in the Platform and by email, including when auto-refill is active. When the cap is reached, processing jobs consuming Credits are paused until the Customer decides; operations without Credits remain available. The Customer may change the cap or deactivate auto-refill at any time. Alerts are provided as a convenience; their absence or delay does not engage Upsellr’s liability and does not call into question purchases made within the limit of the cap set by the Customer.

22.10. Free Credits. Credits allocated free of charge, in particular under the Free Plan, a promotional offer, a referral or a commercial gesture, are valid for the period indicated at the time of their allocation and for a maximum of twelve (12) months from that allocation. Their allocation is not subject to any exclusivity.

22.11. Nature of Credits. Credits constitute neither a currency, nor a means of payment, nor a claim against Upsellr. They are attached to the Account, are neither transferable, nor exchangeable, nor convertible into cash, and are non-refundable, except in the cases where Articles 26.3, 27.3 and 33 expressly provide for the refund of the value of unused purchased Credits.

22.12. Migration from version 1. Credit balances acquired under version 1 of the Services are converted at a rate of one (1) V1 credit for ten (10) V2 Credits, without loss of value. Credits resulting from this conversion are valid for twelve (12) months from the conversion and otherwise follow the regime of Article 22.8. For Accounts that do not have a paid subscription on the date of the conversion, they remain usable on the Free Plan for that period, by way of derogation from Articles 22.8 and 23.2.

Article 23 — Free Plan

23.1. The Free Plan allows the Customer to discover the Services on a sample, with no time limit on access, with the features and limits described on the Pricing page. It is limited to one Account per organization and to one User.

23.2. The Free Plan gives access to a single pool of free Credits, allocated progressively as the Customer completes the activation steps indicated in the Platform. No Credits are renewed and no additional Credits may be purchased on this Plan. Free Credits follow Article 22.10.

23.3. Once the Credits are exhausted or have expired, the Customer retains access to its data and to operations without Credits.

23.4. Inactivity. Upsellr may close a Free Account that has been inactive for more than twelve (12) months, after informing the Customer by email at least thirty (30) days in advance. The Customer may avoid closure by logging in, or may export its data during that period. After closure, the Account is handled in accordance with Articles 28.6 and 28.7.

23.5. The Free Plan is provided without any availability commitment or individualized support. Upsellr may change its terms or discontinue it subject to thirty (30) days’ notice.

Article 24 — Payment and late payment

24.1. Payment methods. Plans subscribed to online are paid by bank card or by any method offered at the time of payment, through Upsellr’s payment service provider. The Customer authorizes the debiting of the sums due at each due date and at each auto-refill. Order Forms may provide for payment by bank transfer or SEPA direct debit.

24.2. Due date. Sums paid online are due on the date of the transaction. Invoices payable by bank transfer are due thirty (30) days from their date of issue, unless a different period is provided in the Order Form within legal limits. No discount is granted for early payment.

24.3. Payment failure. In the event of a failed debit, Upsellr informs the Customer and makes new attempts. The Customer regularizes its situation or updates its payment method.

24.4. Penalties. In accordance with Article L. 441-10 of the French Commercial Code, any sum not paid by its due date automatically bears, without prior formal notice, late payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus ten (10) percentage points. Any late payment also automatically gives rise to the payment of a fixed indemnity for recovery costs of forty euros (€40), without prejudice to additional compensation upon supporting evidence where the costs incurred are higher.

24.5. Non-payment. In the event of non-payment by the due date, and without prejudice to Article 24.4:

from the 1st to the 7th day following the due date, access to the Services is maintained; auto-refill and the purchase of Credits are suspended;
from the 8th to the 30th day, the Account switches to read-only: viewing and standard export of Customer Data remain possible on a self-service basis; generations, Credit consumption, imports, Workflows, Publications, synchronizations, Connectors and API access are suspended;
from the 31st day, Upsellr may terminate the Agreement automatically, without further formal notice; the Account is then archived and subsequently deleted under the conditions of Articles 28.6 and 28.7.

Full payment of the sums due before the deletion of the Account allows its reactivation.

24.6. Disputes. Any dispute regarding an invoice must be sent in writing to Upsellr, with reasons, within sixty (60) days from its issue. It does not suspend payment of undisputed sums.

Article 25 — Term, renewal and change of Plan

25.1. Term. The subscription is taken out for a monthly or annual period, from the date of subscription. The Free Plan is entered into for an indefinite term.

25.2. Renewal. At the end of each period, the subscription is tacitly renewed for a period of the same length, unless terminated under the conditions of Article 26. For annual subscriptions, Upsellr reminds the Customer of the renewal date at least thirty (30) days in advance.

25.3. Annual commitment. The reduced price attached to the annual commitment requires a firm commitment of twelve (12) months, payable in advance or in monthly installments according to the option chosen at subscription. Payment in monthly installments does not reduce the term of the commitment.

25.4. Upgrade to a higher Plan. An upgrade to a higher Plan or the addition of a Specialist takes effect immediately. The amount due is calculated pro rata for the current period.

25.5. Downgrade to a lower Plan. A downgrade to a lower Plan or the removal of a Specialist takes effect at the end of the current period, without refund; for an Enterprise Plan, it only takes place at the annual renewal date. It is only possible if the Account complies, on its effective date, with all the limits of the target Plan (active SKUs, stores, marketplaces, PIM Connectors, features and automations used); failing that, the Customer must first bring the Account into compliance, in particular by archiving or disconnecting. Purchased and unexpired Credits are retained in accordance with Article 22.8.

PART 5 — END OF THE AGREEMENT

Article 26 — Termination by the Customer

26.1. The Customer may terminate its subscription at any time from the billing settings of the Platform or by email to supportupsellr.io. Termination takes effect at the end of the current period for a monthly subscription, and at the end of the commitment period for an annual subscription. The Customer retains access to all the features of its Plan until that date; the Account is then handled in accordance with Articles 28.6 and 28.7.

26.2. Unless otherwise provided in this Agreement, sums paid for a period that has begun are not refunded.

26.3. The Customer may also terminate the Agreement for a duly established serious breach by Upsellr of an essential obligation that has not been remedied within thirty (30) days following a written notice stating reasons. The Customer is then refunded the portion of prepaid sums corresponding to the remaining period and the value of unused purchased Credits.

26.4. The switching arrangements provided for in Article 28 apply in all cases.

Article 27 — Suspension and termination by Upsellr

27.1. Immediate suspension. Upsellr may suspend all or part of access to the Account, without notice, where necessary to put an end to: a proven risk to the security or integrity of the Platform or the data of other customers; a serious violation of the Acceptable Use Policy; fraudulent use; or to comply with a decision of an authority. The suspension is limited to what is necessary. Upsellr informs the Customer and states the reasons, unless the law or an authority prevents it, and restores access as soon as the cause has ceased.

27.2. Termination for breach. In the event of a breach by the Customer of its essential obligations, in particular payment obligations, or of the Acceptable Use Policy, Upsellr may terminate the Agreement automatically if the Customer has not remedied the breach within fifteen (15) days following a written notice. This period does not apply to breaches that cannot be remedied or that are particularly serious.

27.3. Termination for convenience. Upsellr may terminate a paid subscription at the end of its current period, subject to one (1) month’s notice, or cease to provide all or part of the Services, subject to three (3) months’ notice, with a refund of the sums prepaid for the period following the end of the Services and of the value of unused purchased Credits.

27.4. Termination pursuant to Articles 24.5, 27.2 or 34.3 does not give rise to any refund or compensation and makes the sums remaining due for the current commitment period immediately payable.

Article 28 — Reversibility, portability and switching providers

This article implements the obligations of Regulation (EU) 2023/2854 on data (the “Data Act”) and of the French provisions relating to cloud computing services. It applies whatever the reason for the end of the Agreement.

28.1. Export at any time. Throughout the term of the Agreement, the Customer may export its Customer Data from the Platform and, depending on its Plan, via the API, free of charge.

28.2. Switching request. The Customer may at any time request to switch to another service provider, to move to its own infrastructure or to retrieve its data, by notifying Upsellr in writing (supportupsellr.io). The applicable notice period will in no case exceed two (2) months. The request entails, at the end of the transition period and unless otherwise indicated by the Customer, the termination of the Agreement. For an annual subscription, the sums corresponding to the remaining commitment period remain due, as early termination fees, within the limits permitted by the regulations.

28.3. Transition period. From the end of the notice period, Upsellr has a transition period of no more than thirty (30) days during which it continues to provide the Services and assists the Customer in exporting and transferring its data, ensuring the continuity of essential functions and the security of the data. If this period is technically unfeasible, Upsellr informs the Customer within fourteen (14) working days of its request, giving reasons for this impossibility and indicating an alternative period that may not exceed seven (7) months. The Customer may extend the transition period once for a duration it considers more appropriate.

28.4. Exportable data. The exportable data and digital assets are, exhaustively:

the product data imported by the Customer and the Master Data, with all fields, values, identifiers and provenance information;
the Generated Content and its versions, by Channel and by language;
the configuration of the Channels: taxonomies, field templates, generation rules, constraints and export formats;
the custom Master Data fields and column mappings, in all their versions;
the files and documents uploaded as Sources, in their original format;
the product media stored by Upsellr on behalf of the Customer;
the configuration of Workflows and projects;
the rules, knowledge and memory items of the Agents validated by the Customer, as well as the store profile;
the reports produced by the Agents, the activity history and the Credit consumption history;
the metadata created through the use of the Services and linked to the items above.

This data is provided, to the extent it exists in the Account, by means of the export features and, depending on the Plan, the API available at the time of the request, in structured, commonly used and machine-readable formats (in particular CSV, XLSX or JSON, and the original format for files and media).

28.5. Excluded data. The following are excluded from export, as data specific to the internal operation of the Platform or protected items: the code, prompts and internal configurations of the Agents, the models and their parameters, Upsellr’s thesaurus and reference databases as such (subject to Article 15.5), search indexes, technical logs and security data, as well as login credentials and connection secrets, which are never returned and must be regenerated by the Customer with the systems concerned. Exporting these items would expose Upsellr to an infringement of its trade secrets or of the security of the Platform.

28.6. Read-only then archiving. At the end of the Agreement, whatever the reason, or at the end of the transition period provided for in Article 28.3:

for thirty (30) days, the Account is accessible in read-only mode: the Customer may view and export its Customer Data on a self-service basis; no processing, no Credit consumption and no Publication are possible;
then, until the ninetieth (90th) day following the end of the Agreement, the Account is archived: only its administrators have access to billing and reactivation; a final export may be requested from support; the Customer Data is not subject to any use or transformation.

In the event of non-payment, the read-only period runs from the 8th to the 30th day and archiving from the 31st to the 90th day following the unpaid due date, in accordance with Article 24.5. Upsellr sends the Customer at least one reminder before deletion. An Enterprise Order Form may provide for a different retention period.

28.7. Deletion. At the end of the archiving period, Upsellr irreversibly deletes or anonymizes the Customer Data from its production systems, and then from its backups within a maximum of thirty-five (35) days, unless there is a legal retention obligation, accounting records being retained separately. Upsellr confirms the deletion upon request. The aggregated and anonymized data provided for in Article 17.2 is not affected.

28.8. Fees. Export and switching carried out using the standard features of the Platform and the assistance described in this article are free of charge. Only additional services expressly requested by the Customer and unrelated to the switching obligations, such as transforming the data into another provider’s proprietary format, may be subject to a prior quotation.

28.9. Information on infrastructure. The Platform is operated using infrastructure provided by providers established in the European Union and in the United States. The measures taken by Upsellr to prevent unauthorized governmental access to or international transfer of non-personal data held in the Union, in particular encryption, access restriction and review of any request from an authority before complying with it, are described in the DPA and also apply to non-personal data.

PART 6 — LIABILITY

Article 29 — Customer obligations and warranties

The Customer undertakes to:

use the Services in accordance with the Agreement, the Acceptable Use Policy and the regulations applicable to its business;
review the Generated Content and enriched data before any distribution, under the conditions of Article 7;
hold the necessary rights to the Customer Data and to the connected systems;
cooperate in good faith with Upsellr, in particular by providing information useful for diagnosing incidents;
comply with the limits of its Plan.

Article 30 — Disclaimer of warranties

30.1. Upsellr undertakes to provide the Services with diligence, under an obligation of means (best-efforts obligation).

30.2. EXCEPT FOR THIS COMMITMENT AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE GENERATED CONTENT, DATA SOURCED FROM THE WEB AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. UPSELLR DISCLAIMS ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, UNINTERRUPTED OR ERROR-FREE OPERATION, AS WELL AS ANY WARRANTY OF COMMERCIAL RESULTS, RANKING, VISIBILITY IN SEARCH OR ANSWER ENGINES, OR ACCEPTANCE OF THE CONTENT BY THIRD-PARTY PLATFORMS.

Article 31 — Liability

31.1. Upsellr is bound by an obligation of means (best-efforts obligation). Its liability may only be incurred in the event of proven fault, and solely for the direct and foreseeable damage resulting therefrom.

31.2. Excluded damage. Upsellr is not liable for indirect damage, in particular loss of revenue, profits, customers, data or opportunity, harm to reputation, suspension of a seller account or delisting by a third-party platform, nor for damage resulting from:

content published or distributed by the Customer or according to a configuration validated by the Customer;
inaccurate information contained in the Customer Data or in the sources designated by the Customer;
the operation, decisions or unavailability of third-party systems and services;
use of the Services that does not comply with the Agreement;
a compromise of credentials attributable to the Customer;
the use of the Generated Content or enriched data, their accuracy, their regulatory compliance or their non-infringing nature, subject to Article 32.1;
changes made by the Customer or by a third party to the content after its export or Publication;
the failure of an AI model, infrastructure or third-party service provider that Upsellr could not reasonably prevent.

31.3. Cap. For all causes of action and losses combined, Upsellr’s total liability under the Agreement is limited to the amount, exclusive of taxes, actually paid by the Customer for the Services during the twelve (12) months preceding the first event giving rise to liability, and, for the Free Plan, to one hundred euros (€100). This cap includes the sums due under Article 32.1.

31.4. The limitations and exclusions of this article do not apply in the event of gross negligence or willful misconduct (faute lourde ou dolosive), personal injury, or in cases where the law prohibits the limitation of liability. Nor do they apply to the Customer’s payment obligations.

31.5. The parties acknowledge that the price of the Services reflects the allocation of risks provided for in this article, which constitutes an essential element of their agreement.

31.6. Any liability action against Upsellr must be brought within one (1) year from the day on which the Customer knew or should have known of the event giving rise to liability.

Article 32 — Warranties against third-party claims and indemnification

32.1. Upsellr’s warranty. Upsellr defends the Customer against any third-party action alleging that the use of the Platform in accordance with the Agreement infringes an intellectual property right of that third party, and bears the final judgments and the settlement amounts accepted by Upsellr. This warranty does not cover infringements resulting from the Customer Data, the Customer’s instructions, third-party sources or content, a modification of the Platform not made by Upsellr or a combination with items not supplied by Upsellr. If the Platform is or is likely to become the subject of such an action, Upsellr may, at its option, obtain the right to continue using it, modify it or replace it with an equivalent non-infringing solution or, failing that, terminate the Agreement and refund the sums prepaid for the remaining period.

32.2. Customer’s warranty. The Customer defends Upsellr against any action by a third party or an authority based on the Customer Data, on content that the Customer has published or caused to be published, on a breach of the Agreement or of the Acceptable Use Policy, on the Customer’s use of information collected within the scope it has defined, or on the Customer’s failure to comply with its regulatory obligations, in particular transparency and information obligations, and bears the resulting judgments, penalties, settlement amounts and reasonable defense costs, including attorneys’ fees.

32.3. Conditions. The indemnified party informs the other party of the action without delay, allows it to control the defense and any settlement, and provides it with reasonable cooperation. No settlement imposing an obligation on the indemnified party may be concluded without its consent.

Article 33 — Force majeure

Neither party is liable for a failure caused by a force majeure event within the meaning of Article 1218 of the French Civil Code, including, where they present its characteristics, a widespread network failure, a cyberattack of exceptional scale, a failure of a hosting, infrastructure, payment or AI model provider, a change or interruption of access decided by the publisher of a third-party system, or a decision of an authority, where these events are beyond the reasonable control of the party concerned. The prevented party informs the other without delay. If the impediment lasts more than thirty (30) days, either party may terminate the Agreement in writing, without compensation, with the sums prepaid for the unperformed period being refunded. Force majeure does not suspend payment obligations that have fallen due. In the event of termination for force majeure, the value of unused purchased Credits is also refunded.

PART 7 — MISCELLANEOUS PROVISIONS

Article 34 — Sanctions and export control

34.1. The Customer represents that it is not, and is not owned or controlled by, a person subject to restrictive measures or economic sanctions of the European Union, the United Nations, France, the United Kingdom or the United States, in particular those administered by the Office of Foreign Assets Control (OFAC), and that it is not established in a country or territory subject to a comprehensive embargo.

34.2. The Customer refrains from using or allowing the use of the Services in violation of export control and sanctions regulations, including Regulation (EU) 2021/821 and the US Export Administration Regulations.

34.3. Upsellr may immediately suspend or terminate the Agreement if the Customer breaches this article.

Article 35 — Commercial references

Unless the Customer objects by notice sent by email to contactupsellr.io, Upsellr may mention the Customer’s name and logo as a commercial reference, on its website and in its presentation materials, to the exclusion of any other information. Any case study, quotation or more detailed communication requires the Customer’s prior consent.

Article 36 — Subcontracting and assignment

36.1. Upsellr may use subcontractors to perform all or part of the Services, while remaining liable to the Customer for their services. The use of sub-processors for the processing of personal data is governed by the DPA.

36.2. The Customer may not assign the Agreement without Upsellr’s prior written consent, which may not be refused without a legitimate reason in the event of an assignment to a company within its group or to the acquirer of its business.

36.3. Upsellr may assign the Agreement to a company within its group or to any successor taking over all or part of its business, in particular in the event of a merger, contribution or transfer, which the Customer accepts in advance. Upsellr informs the Customer thereof.

Article 37 — Electronic communications and evidence

37.1. The parties agree that communications relating to the Agreement may be exchanged by email or by notification in the Platform. Notices to the Customer are sent to the email address of the Account owner; notices to Upsellr are sent to supportupsellr.io, for legal matters to contactupsellr.io and, for personal data and the DPA, to dpoupsellr.io.

37.2. Computer records kept by Upsellr under reasonable security conditions (time-stamped acceptances, validation and Publication logs, consumption history, invoices) are authoritative between the parties, unless proven otherwise, in accordance with Articles 1366 et seq. of the French Civil Code.

Article 38 — General provisions

38.1. Independence. The parties are independent contractors. The Agreement creates no agency, partnership or relationship of subordination.

38.2. No waiver. The fact that a party does not invoke a breach does not constitute a waiver of its right to invoke it subsequently.

38.3. Severability. If a provision is declared null or unenforceable, it is deemed unwritten and the other provisions retain their full force. The parties will replace it with a valid provision whose economic effect is as close as possible.

38.4. Entire agreement. The Agreement constitutes the entire agreement of the parties on its subject matter and supersedes any prior agreement, proposal or exchange.

38.5. Language. These Terms are drafted in French. In the event of a translation, only the French version is authoritative.

38.6. Survival. Articles 13.1, 13.2, 14, 15, 17, 18, 22.8, 22.11, 24, 27.4, 28, 30 to 32, 34, 37, 38 and 39 survive the end of the Agreement for the period necessary for their performance.

38.7. Vienna Convention. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement.

Article 39 — Governing law and dispute resolution

39.1. Governing law. The Agreement is governed by French law, regardless of where the Customer is established, including where the Customer is established in the United States or in any other third country, excluding its conflict-of-laws rules.

39.2. Amicable resolution. In the event of a dispute relating to the formation, interpretation, performance or end of the Agreement, the parties will endeavor to resolve it amicably. The first party to act notifies the dispute in writing; failing agreement within thirty (30) days following that notice, either party may bring the matter before the competent court. This step does not prevent a party from seeking urgent or protective measures and does not apply to the recovery of unpaid sums.

39.3. Jurisdiction. Any dispute falls within the exclusive jurisdiction of the courts within the jurisdiction of the Court of Appeal of Aix-en-Provence, including in the event of multiple defendants, third-party warranty claims or summary proceedings, regardless of where the Customer is established.

39.4. Waivers specific to Customers established in the United States. To the fullest extent permitted by applicable law, a Customer established in the United States waives any jury trial and any class or representative action under the Agreement; any dispute is brought on an individual basis.

ANNEX 1 — Acceptable Use and AI Policy

1. Purpose

This policy sets out the rules for the use of the Upsellr platform, its artificial intelligence agents, its connectors and its API. It constitutes Annex 1 of the Terms of Service (the “Terms”) and forms an integral part thereof; capitalized terms used herein are defined therein.

It also describes how to report illegal content hosted by Upsellr, in accordance with Regulation (EU) 2022/2065 on digital services (“DSA”) and, for rights holders established in the United States, the Digital Millennium Copyright Act (“DMCA”).

The Customer ensures that all of its Users comply with this policy.

2. Prohibited Uses of the Platform

The Services may not be used to:

commit or facilitate any illegal activity, fraud or scam;
infringe the rights of third parties, in particular intellectual property rights, their privacy or their reputation;
access or attempt to access without authorization the Platform, other customers’ accounts or connected systems;
test the vulnerability of, probe or scan the Platform without Upsellr’s prior written consent, outside the procedure set out in section 11 of this annex;
introduce malicious code, disrupt or overload the Platform, or circumvent its technical limits, quotas, Credit metering or security mechanisms;
create multiple Accounts in order to accumulate free Credits or to evade a limit or a suspension;
resell, rent or make access to the Platform available to third parties other than as authorized by the Terms;
copy, decompile, extract or reproduce the Platform, its prompts, its Agent configurations or its reference data sets, or use them to develop a competing product;
send unsolicited communications or use the webhooks and the API for abusive mass sending.

3. Prohibited Content and Products

The Customer must not import, generate or publish by means of the Services:

illegal content, in particular content that is infringing, defamatory, discriminatory, that incites hatred or violence, or that glorifies terrorism;
any sexual content involving minors;
product listings for products whose sale is prohibited or restricted in the country where they are marketed, without complying with the applicable conditions: counterfeit goods, weapons and ammunition, narcotics, medicines, recalled or dangerous products, protected species, products subject to sanctions;
personal data falling within special categories (health, opinions, origin, sexual orientation, biometric data), data relating to criminal offenses, national identification numbers, third-party payment card data or data relating to minors;
malicious software or links to such software.

4. Prohibited Uses of Artificial Intelligence

The Customer will not use the Agents or the Generated Content to:

create fake reviews, testimonials, ratings, recommendations or endorsements, attributed to consumers, experts or public figures who do not exist or who did not express them, or to present as genuine reviews whose origin has not been verified;
mislead buyers as to the essential characteristics of a product: composition, origin, performance, certifications, unsubstantiated environmental, health, nutritional or cosmetic claims, fictitious reference prices, artificial availability or urgency;
impersonate a brand, a manufacturer, a person or an organization, or suggest a partnership or endorsement that does not exist;
produce or disseminate generated or manipulated images, sounds or videos depicting existing persons, places or products in a falsely authentic manner without disclosing their artificial nature where required by law;
depict a product with an appearance that does not match the product actually sold;
carry out a practice prohibited by Regulation (EU) 2024/1689 on artificial intelligence, or a high-risk use within the meaning of that regulation, in particular the assessment of persons for access to employment, credit, insurance, education or essential services;
take decisions producing legal or similarly significant effects concerning natural persons based solely on automated processing;
circumvent or attempt to circumvent the operating rules of the Agents, in particular by injecting instructions into files or web pages, or to obtain disclosure of their internal instructions;
train, fine-tune or evaluate a competing artificial intelligence model using the Services;
generate content intended to manipulate search or answer engines through deceptive techniques, such as hidden text, keyword stuffing or structured markup that does not match the visible content.

5. Customer’s Verification and Transparency Obligations

Review. The Customer reviews, or has reviewed, the Generated Content before dissemination, paying particular attention to regulated information: mandatory information, safety warnings, allergens, compositions, claims, warranties and prices.
Mandatory information. The Customer ensures that its product listings contain the information required by applicable regulations, in particular, in the European Union, information relating to general product safety and to the identification of the manufacturer or the responsible person.
Transparency towards its own customers. Where the Customer makes available to the public a conversational agent, generated audio or visual content or a manipulated image, it informs the persons concerned under the conditions required by regulations, in particular Article 50 of Regulation (EU) 2024/1689 and, in the United States, state laws requiring disclosure of the use of a chatbot in a commercial context.

6. Web Data Collection

When the Customer defines the scope of a collection or analysis of websites, it will not:

target content protected by a login, a password, a paywall or any other access control measure;
aim to collect personal data, in particular contact details, profiles or reviews signed by natural persons;
designate sources whose terms of use it knows prohibit the automated extraction of the information sought, unless authorized;
republish third-party texts or images as-is without holding the rights thereto;
use the collection to disrupt the operation of a website.

Upsellr may refuse or interrupt any collection that presents a risk.

7. Connectors, Marketplaces and API

The Customer complies with the terms of use, content policies and API limits of the platforms it connects, in particular marketplace rules on categorization, titles, images and permitted products.
The Customer only connects systems that it is authorized to administer or read.
API keys and webhook secrets are confidential; the Customer rotates them without delay in the event of compromise.
The Customer complies with the API rate and volume limits applicable to its Plan.

8. Measures in the Event of a Breach

In the event of a breach of this policy, Upsellr may, in proportion to its seriousness: request correction; remove or disable access to the content concerned; interrupt a processing operation, a collection or a Publication; suspend a feature, an Instance, an API key or a User; suspend or terminate the Account under the conditions set out in the Terms.

Except in cases of urgency, legal obligation or risk of compromising an investigation, Upsellr informs the Customer of the measure taken and the reasons therefor, in accordance with section 9.4 of this annex. The Customer may contest the measure by replying to that notification; its challenge is reviewed by a person on the Upsellr team.

9. Reporting Illegal Content (DSA)

9.1 Nature of Hosted Content

Most content stored on the Platform is accessible only to the Customer’s Users. However, certain content may be accessible to the public, in particular product media distributed through Upsellr’s content delivery network and content published on Customers’ online stores and marketplaces. Content published on third-party platforms falls primarily under the responsibility of those platforms and of the Customer who publishes it.

9.2 How to Report

Any person may report content hosted by Upsellr that they consider to be illegal, by email to contactupsellr.io, with the subject line “Content report”, or by post to Upsellr SAS, 200 chemin de Meayne, 06550 La Roquette-sur-Siagne, France.

To enable prompt handling, the notice includes:

a sufficiently substantiated explanation of the reasons why the content is considered illegal;
a clear indication of the exact electronic location of the content, in particular its URL or URLs;
the name and email address of the person submitting the notice, except in the case of an offense for which anonymity is permitted by law;
a statement confirming the bona fide belief of the person submitting the notice that the information and allegations contained therein are accurate and complete.

9.3 Handling

Upsellr acknowledges receipt of the notice and reviews it in a diligent, objective and non-arbitrary manner. Upsellr informs the person who submitted the notice of its decision and of the available means of redress. If Upsellr uses automated means for processing or decision-making, it says so.

An abusive or manifestly unfounded notice may not be processed. Notices submitted in bad faith may give rise to liability on the part of their author.

9.4 Statement of Reasons

Where Upsellr removes content, restricts access to it or suspends a service on the grounds that content is illegal or contrary to the Terms, it informs the Customer concerned no later than at the time of the measure, stating: the measure taken and its scope; the facts and circumstances on which it is based; where applicable, the use of automated means; the legal or contractual ground relied upon; the available means of redress, including a challenge with Upsellr and judicial redress.

9.5 Serious Offenses

Where Upsellr becomes aware of information giving rise to a suspicion that a criminal offense involving a threat to the life or safety of persons has taken place, is taking place or is likely to take place, it informs the competent authorities without delay.

9.6 Points of Contact

Single point of contact for the authorities of the Member States, the European Commission and the European Board for Digital Services: contactupsellr.io.
Single point of contact for recipients of the service: contactupsellr.io.
Accepted languages: French and English.

10. Copyright Infringement Notification (DMCA)

Upsellr respects intellectual property rights. Rights holders established in the United States, or relying on US law, may send a notification to Upsellr’s designated agent:

DMCA Designated Agent — Upsellr SAS Attention: President 200 chemin de Meayne, 06550 La Roquette-sur-Siagne, France Email: contactupsellr.io — subject line “DMCA Notice”

10.1 Content of the Notification

Pursuant to 17 U.S.C. § 512(c)(3), the notification includes:

a physical or electronic signature of a person authorized to act on behalf of the owner of the right;
identification of the copyrighted work claimed to have been infringed;
identification of the material claimed to be infringing and information reasonably sufficient to locate it, in particular its URL;
the complaining party’s contact information: address, telephone number and email address;
a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law;
a statement, under penalty of perjury, that the information in the notification is accurate and that the complaining party is authorized to act.

10.2 Counter-Notification

A Customer whose content has been removed may send a counter-notification containing: its signature; identification of the content that has been removed and the location at which it appeared before removal; a statement, under penalty of perjury, that it has a good faith belief that the content was removed as a result of mistake or misidentification; its name, address and telephone number; its consent to the jurisdiction of the federal district court for the judicial district in which it is located or, if it is located outside the United States, for any judicial district in which Upsellr may be found, and to accept service of process from the complaining party. Upsellr may restore the content within ten (10) to fourteen (14) business days, unless the complaining party provides evidence that it has filed a court action.

10.3 Repeat Infringers

Upsellr terminates, in appropriate circumstances, the Accounts of Customers who repeatedly infringe the copyrights of third parties.

11. Vulnerability Reporting

Anyone who discovers a security vulnerability on the Platform is invited to report it to supportupsellr.io, with the subject line “Security”, describing the vulnerability and the steps to reproduce it. Upsellr takes into account the good faith of the person submitting the report, in particular where that person has refrained from exploiting the vulnerability, from accessing other customers’ data and from disclosing it before it is fixed.

12. Changes to the Policy

Upsellr may adapt this policy to changes in the Services and in regulations, under the conditions set out in Article 4 of the Terms.

ANNEX 2 — Data Processing Agreement (DPA)

Preamble

This Data Processing Agreement (“this DPA”) constitutes Annex 2 of the Terms of Service (the “Terms”) entered into between Upsellr SAS (“Upsellr”) and the Customer, and forms an integral part thereof. It is accepted at the same time as the Terms and applies without a separate signature. A Customer wishing to receive a signed copy may request one at dpoupsellr.io.

Its purpose is to set out the conditions under which Upsellr processes personal data on behalf of the Customer, in accordance with Article 28 of Regulation (EU) 2016/679 (“GDPR”) and the other applicable Data Protection Laws.

Capitalized terms used and not defined below have the meaning given to them in the Terms.

Article 1 — Definitions

Customer Personal Data: the personal data contained in the Customer Data and processed by Upsellr on behalf of the Customer in connection with the Services.
Data Protection Laws: as applicable, the GDPR; French Law No. 78-17 of 6 January 1978 on information technology, data files and civil liberties (French Data Protection Act, loi Informatique et Libertés); the UK GDPR and the Data Protection Act 2018; the Swiss Federal Act on Data Protection; and the US State Privacy Laws.
US State Privacy Laws: the laws of the states of the United States relating to the protection of consumers’ personal data, in particular the California Consumer Privacy Act as amended by the California Privacy Rights Act and its implementing regulations (“CCPA”), as well as comparable laws in force in other states.
SCCs: the standard contractual clauses adopted by Commission Implementing Decision (EU) 2021/914 of 4 June 2021, together with, where applicable, the UK addendum and the Swiss adaptations.
Sub-processor: any service provider engaged by Upsellr that processes Customer Personal Data.
Personal Data Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data.

The terms “controller”, “processor”, “data subject”, “processing” and “impact assessment” have the meaning given to them in the GDPR. For the purposes of the US State Privacy Laws, “controller” also means “business” or “controller”, and “processor” also means “service provider”, “contractor” or “processor”.

Article 2 — Roles of the Parties

2.1. With respect to Customer Personal Data, the Customer is the controller and Upsellr acts as processor. Where the Customer itself acts as a processor on behalf of a third party, Upsellr acts as a sub-processor; the Customer then warrants that it has obtained the necessary authorizations from its controller.

2.2. Upsellr acts as controller for the data it processes for its own purposes: management of the Account and Users, invoicing, commercial relationship, Platform security, prevention of fraud and abuse, compliance with its legal obligations and improvement of the Services based on Technical Data. These processing operations are described in Upsellr’s Privacy Policy and are not governed by this DPA. The anonymization of Customer Data, by contrast, is carried out on the Customer’s instructions, in accordance with Article 4.4; only the resulting anonymized data fall outside the scope of this DPA.

2.3. The Customer is responsible for the lawfulness of the processing it has carried out, in particular for the existence of a legal basis, for informing data subjects and for the lawfulness of the collection of the Customer Personal Data that it imports or whose collection it requests.

Article 3 — Description of the Processing

The characteristics of the processing carried out on behalf of the Customer are set out in Appendix 1.

Article 4 — Customer’s Instructions

4.1. Upsellr processes Customer Personal Data only on the documented instructions of the Customer. The following constitute documented instructions: the Agreement, this DPA, the settings and actions carried out by Users in the Platform (including the configuration of Workflows, Connectors and Agent rules) and any additional written instruction accepted by Upsellr.

4.2. Where Upsellr is required by Union or Member State law to carry out processing not provided for by the instructions, it informs the Customer before the processing, unless that law prohibits such information on important grounds of public interest.

4.3. Upsellr immediately informs the Customer if, in its opinion, an instruction infringes the Data Protection Laws. Upsellr may then suspend the execution of the instruction until it is confirmed or amended by the Customer.

4.4. Anonymization. The Customer authorizes Upsellr to anonymize the Customer Data, including the Customer Personal Data contained therein, in order to produce the aggregated and anonymized data provided for in Article 17.2 of the Terms. The data resulting from this process no longer allow the identification of natural persons and no longer constitute personal data.

Article 5 — Confidentiality

Upsellr ensures that persons authorized to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality, and are only given access to the data necessary for the performance of their duties.

Article 6 — Security

6.1. Upsellr implements appropriate technical and organizational measures to ensure a level of security appropriate to the risk, in accordance with Article 32 of the GDPR. These measures are described in Appendix 2.

6.2. Upsellr may update these measures to take into account the state of the art, provided that it does not reduce the overall level of security.

6.3. The Customer is responsible for the security of the elements under its control: management of Users and their rights, confidentiality of credentials, activation of strong authentication, security of the systems it connects, and choice of the data it imports.

Article 7 — Sub-processors

7.1. General authorization. The Customer grants Upsellr a general authorization to engage Sub-processors to perform the Services. The categories of Sub-processors and their locations are set out in Appendix 3.

7.2. List. Upsellr keeps an up-to-date list of its Sub-processors by name, specifying for each the service performed and the place of processing. This list changes along with the Services; it is provided to the Customer upon simple request sent to dpoupsellr.io.

7.3. Prior notice. Upsellr informs the Customer, by email sent to the Account owner or by notification in the Platform, of any intended addition or replacement of a Sub-processor, at least fifteen (15) days before it processes Customer Personal Data. In the event of an emergency relating to security or to the continuity of the Services, this period may be shortened; Upsellr then informs the Customer as soon as possible.

7.4. Objection. The Customer may object to the change, on reasonable grounds relating to data protection, within ten (10) days following the notice, by reasoned email to dpoupsellr.io. The parties will seek a solution in good faith. If no solution is found before the Sub-processor begins its engagement, the Customer’s sole remedy is to terminate its subscription with immediate effect and, if it has a prepaid annual subscription, to obtain a refund of the subscription price corresponding to the remaining period.

7.5. Flow-down obligations. Upsellr imposes on each Sub-processor, by contract, data protection obligations offering a level of protection equivalent to that of this DPA, and verifies the guarantees it provides. Upsellr remains fully liable to the Customer for the performance by its Sub-processors of their obligations.

7.6. AI model providers. Upsellr accesses artificial intelligence models through the Vercel AI Gateway. Upsellr configures its access, according to the options offered by these providers, so as to exclude the use of the transmitted data for training their models.

Article 8 — Transfers Outside the European Economic Area

8.1. Upsellr transfers Customer Personal Data to a country outside the European Economic Area only in compliance with Chapter V of the GDPR, relying, as applicable, on:

an adequacy decision of the European Commission, including the EU–US Data Privacy Framework for certified recipients;
the SCCs, supplemented where necessary by supplementary measures;
any other appropriate safeguard provided for by the GDPR.

8.2. Upsellr carries out a transfer assessment where required and makes it available to the Customer, subject to the confidentiality of information concerning its service providers.

8.3. If the transfer mechanism used is invalidated or ceases to apply, Upsellr implements an alternative mechanism without delay or, failing that, suspends the transfer concerned.

8.4. Customers established outside the EEA. Where the Customer is established outside the European Economic Area and the return of Customer Personal Data by Upsellr constitutes a transfer subject to the GDPR, the parties are deemed to have entered into Module 4 (processor to controller) of the SCCs, which is incorporated by reference into this DPA. For the purposes of the SCCs, Clause 7 (docking clause) does not apply, and the governing law and competent jurisdiction are those of France.

8.5. In the event of a conflict between this DPA and the applicable SCCs, the SCCs prevail.

Article 9 — Assistance to the Customer

9.1. Data subject rights. Taking into account the nature of the processing, Upsellr assists the Customer, by appropriate technical and organizational measures, in responding to requests for the exercise of data subjects’ rights. The Platform enables the Customer to access, rectify, export and delete Customer Data. If Upsellr directly receives a request relating to Customer Personal Data, it forwards it to the Customer without delay and does not respond to it itself, unless instructed by the Customer.

9.2. Impact assessments. Upsellr provides the Customer, upon request and to a reasonable extent, with the information available to it to help the Customer carry out a data protection impact assessment or consult the supervisory authority.

9.3. The assistance provided for in this Article is provided free of charge where it is standard and reasonable. Assistance of a particular scale may be subject to a prior quote.

Article 10 — Personal Data Breaches

10.1. Upsellr notifies the Customer of any Personal Data Breach without undue delay and no later than seventy-two (72) hours after becoming aware of it, by email sent to the Account owner and, where applicable, to the contact designated by the Customer.

10.2. The notification describes, to the extent such information is available: the nature of the breach, the categories and approximate number of persons and records concerned; the point of contact from whom information can be obtained; the likely consequences; the measures taken or proposed to address it and mitigate its effects. Information that is not immediately available is provided as soon as possible.

10.3. Upsellr takes reasonable measures without delay to contain the breach and limit its consequences, and cooperates with the Customer to enable it to meet its notification obligations.

10.4. The notification of a Personal Data Breach does not constitute an acknowledgment of liability by Upsellr.

Article 11 — Audits

11.1. Upsellr makes available to the Customer the information necessary to demonstrate compliance with this DPA, in particular an up-to-date description of its security measures and, where they exist, the certification or audit reports of its main Sub-processors.

11.2. If this information is not reasonably sufficient to demonstrate compliance, or if a supervisory authority so requires, the Customer may have an audit carried out, no more than once per twelve (12) month period, except in the event of a confirmed Personal Data Breach. The audit:

is notified in writing at least thirty (30) days in advance, together with its scope;
is carried out by the Customer or by an independent auditor bound by professional secrecy and not a competitor of Upsellr;
takes place during business hours, without disrupting the Services and without access to other customers’ data or to information covered by the trade secrets of Upsellr or its service providers;
is carried out at the Customer’s expense, the Customer also bearing the cost of the time spent by Upsellr’s teams at the rates then in force, unless it reveals a material breach by Upsellr.

11.3. The audit report is provided to Upsellr and treated as Confidential Information.

Article 12 — Requests from Authorities

12.1. If Upsellr receives a request from a public authority for access to Customer Personal Data, Upsellr:

informs the Customer without delay, unless legally prohibited;
verifies the lawfulness of the request and may challenge it where there are serious grounds to consider that it is unlawful or incompatible with Union law;
discloses only the data strictly necessary to respond to it.

12.2. These commitments also apply to the Customer’s non-personal data held in the European Union, in accordance with Article 32 of Regulation (EU) 2023/2854.

Article 13 — End of the Services

At the end of the Agreement, Upsellr enables the Customer to retrieve its Customer Data and then deletes the Customer Personal Data, under the conditions and within the time limits set out in Article 28 of the Terms, unless there is a legal retention obligation. Upsellr confirms the deletion in writing upon request.

Article 14 — Provisions Specific to US State Privacy Laws

Where the processing of Customer Personal Data is subject to the CCPA or another US State Privacy Law, Upsellr acts as a “service provider”, “contractor” or “processor” and:

processes such data solely for the limited and specified business purposes described in Appendix 1, which constitute the “business purposes” for which the data are disclosed to it;
does not sell or share such data, within the meaning of those laws, including for cross-context behavioral advertising purposes;
does not retain, use or disclose such data outside the direct business relationship with the Customer or for purposes other than those provided for in the Agreement, except as permitted by those laws;
does not combine such data with personal data received from other sources or collected on its own behalf, except as permitted by those laws;
complies with the applicable obligations under those laws and provides such data with the same level of protection as those laws require;
notifies the Customer if it determines that it can no longer meet its obligations under those laws;
allows the Customer to take reasonable and appropriate steps to ensure that the data are used in a manner consistent with those laws and to stop and remediate any unauthorized use;
imposes equivalent written obligations on its Sub-processors;
assists the Customer in responding to consumer requests and, where required by applicable law, in conducting its risk assessments;
is subject to a duty of confidentiality with respect to such data.

Upsellr certifies that it understands and will comply with the restrictions of this Article.

Article 15 — Liability

Upsellr’s liability under this DPA is subject to the limitations set out in Article 31 of the Terms, except where applicable law prohibits such limitation. Each party remains liable to data subjects under the conditions set out in Article 82 of the GDPR.

Article 16 — Term and Order of Precedence

16.1. This DPA applies for the entire term of the Agreement and, thereafter, for as long as Upsellr processes Customer Personal Data.

16.2. In the event of a conflict between this DPA and any other contractual document relating to the protection of personal data, this DPA prevails, subject to Article 8.5.

16.3. This DPA is governed by French law. Disputes relating to it fall within the jurisdiction designated in Article 39 of the Terms.

Appendix 1 — Description of the Processing

Item	Description
Subject matter	Provision of the Upsellr SaaS platform for the management, enrichment, generation and distribution of product data.
Nature of the operations	Hosting, storage, import, structuring, matching, enrichment, analysis, content generation, image processing, translation, export, publication to third-party systems, support and maintenance.
Purposes	Performing the Services ordered by the Customer and carrying out its instructions; providing support for, and ensuring the security and continuity of, the Services.
Categories of data subjects	The Customer’s Users, for the content they create in the Account (messages, instructions, approvals); natural persons mentioned in the Customer’s data, in particular contact persons at suppliers, manufacturers or partners; persons depicted in product media (mannequins, models); any other person whose data the Customer chooses to import.
Categories of data	Identification data and business contact details contained in the Customer’s files and systems; content of conversations with the Agents and instructions; images depicting persons; logs of actions performed in the Account.
Sensitive data	None. The Customer will not import special categories of data or data relating to criminal offenses.
Frequency	Continuous, for the term of the Agreement.
Retention period	Term of the Agreement, then 30 days in read-only mode and archiving until the 90th day, then deletion; deletion of backups within 35 days, unless there is a legal obligation.

Appendix 2 — Technical and Organizational Security Measures

This appendix describes the measures implemented as of the date of this DPA. They may change under the conditions set out in Article 6.2.

Encryption

Encryption of data flows between browsers, the Platform, Sub-processors and connected systems (TLS).
Encryption at rest of data on the hosting infrastructure.
Encryption of credentials and secrets for connection to third-party systems.

Segregation

Logical segregation of data by customer organization in databases and search indexes.
Private object storage, partitioned by customer, with access through time-limited signed URLs and cleanup of abandoned uploads.
Processing containers run without direct possession of infrastructure keys, using capabilities made available by the Platform.

Access control

User authentication with two-factor authentication and passkeys available, session management.
Internal access limited to authorized persons according to the principle of least privilege, administration console restricted to the Upsellr team.
Logging in on behalf of a User restricted to support, security and incident resolution.

Integrity and availability

Versioning of product writes, each write retaining the previous version.
Regular backups of production data.
Verification of the authenticity of incoming webhooks (HMAC signature) and event deduplication.
Mechanisms for resuming interrupted processing and automatic shutdown in the event of an anomaly.
Rate limiting and quotas to prevent abuse.

Monitoring

Logging of operations and observability of processing performed by the Agents.
Alerts on abnormal variations in consumption.
Procedure for managing incidents and Personal Data Breaches.

Organization

Confidentiality undertakings from staff and service providers.
Security and data protection awareness training for the team.
Assessment of Sub-processors’ guarantees before engaging them.
Configuration of access to AI models, according to the options offered by the providers, excluding the use of data for training their models.
Minimization: web collection focused on factual product information, without seeking personal data.

Appendix 3 — Categories of Sub-processors

Category	Service	Possible location of processing
Application hosting and delivery	Hosting of the web application, content delivery network	European Union, United States
Cloud infrastructure	Databases, file and media storage, execution of processing	European Union, United States
Search and indexing	Search indexes for the catalog and reference data sets	European Union, United States
AI gateway — Vercel AI Gateway (Vercel Inc.)	Routing of requests to artificial intelligence models	United States, European Union
AI model providers	Execution of language and vision models, accessible via the AI gateway	United States, European Union
Web page retrieval	Technical access to public pages consulted by the Agents	European Union, United States
Image processing	Specialized processing, in particular background removal	United States, European Union
Payment and invoicing	Payment collection, subscriptions, usage meters	European Union, United States
Communications	Sending of transactional emails	European Union, United States
Support	Support and request management tools	European Union, United States

The list by name is provided upon request at dpoupsellr.io, in accordance with Article 7.2.

Upsellr SAS — Terms of Service and their annexes — Version 2.0