Last updated September 2, 2026

Terms of Service

RareSync, LLC

Last updated: September 2, 2026

PLEASE READ THIS NOTICE CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER (SECTION 14).

WHAT THIS MEANS, IN PLAIN LANGUAGE:

YOU AND RARESYNC ARE AGREEING THAT MOST DISPUTES BETWEEN US WILL BE RESOLVED BY A PRIVATE ARBITRATOR, NOT BY A JUDGE OR A JURY.
YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT to have a dispute heard, except for the limited exceptions described in Section 14 (small claims cases, intellectual property injunctions, claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, and any claim a court says cannot be arbitrated).
YOU ARE GIVING UP YOUR RIGHT TO A TRIAL BY JURY. In arbitration there is no jury. A single arbitrator decides the case. Discovery and appeal rights are more limited than in court.
YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. You may bring claims against RareSync only on an individual basis. You may not bring or join a class action, a collective action, a consolidated or coordinated proceeding, or any representative proceeding, and an arbitrator has no authority to hear one.
BEFORE EITHER OF US CAN START AN ARBITRATION, WE MUST FIRST TRY TO RESOLVE THE DISPUTE INFORMALLY FOR 60 DAYS. This is a required first step. See Section 14.2.
YOU CAN OPT OUT OF ARBITRATION. You have 30 days from the date you first accept these Terms to opt out. Email legal@raresync.com with the subject line "Arbitration Opt-Out" and the information listed in Section 14.13. Opting out costs nothing and will not affect your subscription or your use of the Service. If you opt out, RareSync is not required to arbitrate with you either. Both of us keep our right to go to court.

IF YOU DO NOT OPT OUT WITHIN 30 DAYS, YOU WILL BE BOUND BY THE ARBITRATION AGREEMENT AND THE CLASS ACTION WAIVER.

1. Acceptance of These Terms

1.1 The agreement. These Terms of Service (the "Terms") are a legal contract between RareSync, LLC, a New Mexico limited liability company ("RareSync", "we", "us", "our"), and the business that registers for or uses the Service ("Customer", "you", "your"). The Terms govern your access to and use of the RareSync web application, APIs, integrations, and related services (together, the "Service").

1.2 How you accept. You accept these Terms when you do any of the following:

(a) click a button or check a box indicating that you accept the Terms; (b) create a RareSync account; (c) start a free trial; or (d) access or use the Service in any way.

If you do not agree to these Terms, do not create an account and do not use the Service.

1.3 Authority to bind your business. If you accept these Terms on behalf of a company, LLC, partnership, sole proprietorship, or other entity, you represent that you are authorized to bind that entity. In that case "you" and "Customer" mean that entity, and that entity is responsible for everything done under its account.

1.4 Read Section 14. Section 14 (Dispute Resolution, Arbitration, and Class Action Waiver) affects how legal disputes between you and RareSync are resolved. It requires arbitration on an individual basis, and it waives your right to a jury trial and to participate in a class action. You have 30 days to opt out. Please read it before you accept.

1.5 Related documents. These Terms incorporate by reference our Privacy Policy, the acceptable use rules in Section 7, and any order form, plan page, or written agreement you sign with us. Together these documents form the "Agreement".

2. The Service

2.1 What RareSync does. RareSync identifies your inventory from a photo, like a barcode, without printing and sticking labels. Photograph a unique item. RareSync finds it in your catalog, or writes the listing if it is not there yet. You check the draft, then crosslist it to where you sell. Which brown basket is this? Point the camera at it. The listing comes right up. New stock gets a name and a write-up from the same photo. You read it over before it goes out. If it looks like something you already have, RareSync says so. It is for people who sell one-of-a-kind goods. RareSync ID identifies the item from your photos. We write the listing (name, description, category, tags, and SKU) and may look for matching items online by checking public listings and reference pages. You can also find and de-duplicate items visually in your own catalog.

2.2 Business use only. The Service is offered for business use. By using the Service you represent that you are using it in the course of a trade, business, craft, or profession, and not as a consumer for personal, family, or household purposes.

2.3 Eligibility. You must be at least 18 years old and legally able to enter into a binding contract. You must not be barred from using the Service under the laws of the United States or any other applicable jurisdiction.

2.4 Registration. To use the Service you must create an account and provide accurate, current, and complete information, and keep it up to date. We may refuse registration or close an account at our reasonable discretion.

2.5 Workspaces and users. Your account belongs to a workspace. You may invite users up to the seat limit on your plan. Seat limits are shown in billing settings. You are responsible for the acts and omissions of every user in your workspace as if they were your own, including their compliance with these Terms.

2.6 Account security. You are responsible for safeguarding your credentials and for all activity under your account. Do not share your password. Notify us at support@raresync.com promptly if you learn of any unauthorized access to your account. RareSync is not liable for loss arising from unauthorized use of your account that results from your failure to keep your credentials secure.

2.7 Changes to the Service. We are actively developing the Service and may add, change, remove, meter, or cap features, including AI features, at any time. Metering or capping an AI feature, or changing how it is limited, is not a price increase under Section 3.8. If we discontinue the Service as a whole during a prepaid term, we will refund prepaid, unused fees for the discontinued period.

2.8 Availability. We aim to keep the Service available, but we do not promise uninterrupted availability. See Sections 11 and 12.

2.9 Beta features. We may make features available on an alpha, beta, preview, or early-access basis. Beta features are provided "AS IS", may be changed or discontinued at any time, and are excluded from any commitment or warranty in this Agreement.

3. Subscriptions, Free Trials, and Billing

3.1 The plans. The Service is sold on subscription plans. The published plans, what each plan includes, and any limits are the ones shown in your billing settings. That page is the current terms. Some features and limits are gated by plan. Your use of the AI features is also subject to the rate limits, caps, and fair-use terms in Section 3.2.

3.2 Rate limits, caps, and fair use. Where a plan describes a feature as unlimited, that feature is still subject to rate limits, operational caps, and fair use. We decide what fair use is.

(a) Rate limits and caps. We apply rate limits and other operational caps to AI features and to the Service. A rate limit can pause further requests as soon as you hit it. An operational cap (for example a daily cap on an AI feature) can stop further use of that feature until the window resets, or until we raise or remove the cap. Hitting a rate limit or a cap is expected behavior and is not a defect.

(b) Fair use. A plan is for one business listing its own inventory across the channels it sells on, within the seats and other limits of that plan. Use that is materially outside that pattern includes scripted, unattended, or bulk generation; an import walker or all-hands intake that burns AI far beyond listing your own inventory; and reselling, redistributing, or operating the AI features as a service of your own. We may contact you about it. We do not have to wait. We may rate-limit, throttle, suspend, or terminate the same day, including under Section 10.

(c) No waiting period. We may rate-limit, throttle, cap, suspend, or terminate immediately. Nothing in these Terms requires us to email you, or to wait any number of days, before we do.

3.3 Free trial. Every new account starts with a 7-day free trial, and we do not ask for a payment method to begin it. Unless we say otherwise in writing: the trial gives you the access included with it for 7 days; we will not charge you anything during or at the end of the trial; when the trial ends, access to the Service stops until you choose a paid plan, and your catalog and your data remain in your account; and one trial is offered per business, so a trial is not offered again on a later subscription. If we ever offer a trial that does require a payment method, we will say so at checkout before you start it. A trial is not a right to unconstrained AI spend. We may rate-limit, throttle, cap, or suspend AI features on a trial immediately, including more tightly than on a paid plan.

3.4 Automatic renewal, and your consent to it. YOUR SUBSCRIPTION RENEWS AUTOMATICALLY. By subscribing, you authorize RareSync and its payment processor to charge your payment method on a recurring basis:

(a) the subscription fee for your plan, at the then-current price; (b) at the interval you selected (monthly or annually); (c) on each renewal date, which is the same day of the month (monthly plans) or the same date each year (annual plans) as your original subscription start date, or your trial end date if you started with a trial; (d) until you cancel.

Your subscription continues to renew for successive periods of the same length until you cancel. You may cancel at any time, as described in Section 3.5.

3.5 How to cancel. You can cancel at any time from your account billing settings, or by emailing support@raresync.com from the email address on your account. Cancellation takes effect at the end of your then-current billing period, and you keep access through the end of that period. Removing the RareSync app from a connected sales channel does not by itself cancel your RareSync subscription. You must cancel in RareSync.

3.6 No refunds for partial periods. Except where required by law, or as expressly stated in Sections 2.7, 3.8, 10.3, or 18.5, fees are non-refundable, and we do not provide refunds or credits for partial billing periods, partially used periods, or periods in which you did not use the Service.

3.7 Changing your billing interval. You may switch between monthly and annual billing from your account billing settings. A change takes effect on your next renewal date unless we tell you otherwise at the time. Except where required by law, we do not refund or credit the difference for a billing period you have already paid.

3.8 Price changes. We may change our prices. We will give you at least 30 days' advance notice by email before a price increase takes effect, and the increase applies from your next renewal date after the notice period ends. If you do not want to pay the new price you may cancel before it takes effect. A mid-term increase to an annual plan does not apply until your next annual renewal.

3.9 Payment processing. Payments are processed by Stripe, Inc. using Stripe hosted Checkout. RareSync does not collect, receive, transmit, or store your full payment card number. Your payment information goes directly to Stripe and is subject to Stripe's terms and privacy policy. RareSync is not a bank, a money transmitter, or a payment facilitator, and does not hold funds on your behalf. You are responsible for maintaining a valid payment method.

3.10 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, excise, and similar taxes assessed on your purchase of the Service, other than taxes on RareSync's net income.

3.11 Failed payments and suspension. If a charge fails we may retry it. We may notify you by email. If the account stays unpaid we may suspend access until payment is received. Amounts more than 30 days overdue may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Suspension for non-payment does not relieve you of the obligation to pay fees accrued through the date of suspension.

3.12 Billing disputes. If you believe you were billed incorrectly, contact support@raresync.com within 60 days of the charge and we will investigate in good faith. Please do not initiate a chargeback before contacting us. Initiating a chargeback for a validly incurred charge is a breach of these Terms and may result in suspension.

3.13 Plan limits, operational limits, and Enterprise. Plan limits are enforced. Where your plan caps something, the Service applies that cap, and the way to lift a published cap is to move to a plan that allows more. We may also enforce operational limits that are not published, including rate limits, fair-use throttles, and daily or monthly caps on AI features. If you need more than the top published plan allows, contact us at support@raresync.com to discuss Enterprise terms, which are agreed with you individually and are not published here.

4. Your Content and Your Data

4.1 Definition. "Customer Content" means everything you or your users upload to, submit to, or create in the Service, including item photographs, product data, catalog entries, notes, pricing, inventory counts, and any data we receive from the sales channels you connect, on your behalf.

4.2 You own your content. As between you and RareSync, you own all right, title, and interest in your Customer Content. These Terms do not transfer ownership of it to RareSync.

4.3 The license you give us. You grant RareSync a limited, non-exclusive, worldwide, royalty-free license to host, store, copy, reproduce, transmit, display, adapt, reformat, and otherwise process your Customer Content, to provide, operate, improve, secure, maintain, and support the Service, including:

(a) sending your item photographs and related data to our AI processing providers so they can identify the item and generate content for you; (b) generating and storing vector embeddings derived from your images so that visual search and duplicate detection work in your workspace; and (c) transmitting catalog data to and from the sales channels you connect.

The license lasts only as long as we host your Customer Content, and it ends when your Customer Content is deleted, except for backups retained for a limited period in the ordinary course and any content we must retain by law.

4.4 What we will not do.

(a) We do not sell your Customer Content, and we do not sell or rent your personal information. (b) We do not give your Customer Content to anyone else to train their models. Our own use of your product images and catalog data to train RareSync's cataloging models is described in Section 4.10, is limited to the purpose named there, and you can turn it off at any time. (c) We do not use your Customer Content for advertising.

4.5 Aggregated and de-identified data. We may generate and use aggregated, statistical, and de-identified data derived from operation of the Service (for example, total items cataloged across the platform, average processing latency, error rates, feature usage counts). This data does not identify you, your business, your items, or your customers, and cannot reasonably be used to re-identify them. We will not distribute it in a form that identifies you or your Customer Content.

4.6 Your responsibilities for content. You represent and warrant that you own or have all rights necessary to upload your Customer Content and to grant the license in Section 4.3, and that your Customer Content does not infringe or violate the rights of any third party or any law.

4.7 Privacy. Our handling of personal information is described in our Privacy Policy. To the extent RareSync processes personal information on your behalf, it does so as your service provider and on your documented instructions, which include these Terms and your use of the Service's features.

4.8 Confidentiality. Your Customer Content is confidential. We access it to provide, operate, improve, secure, and support the Service, to provide support you request, and to comply with law. Your catalogs are private to your workspace. RareSync is not a marketplace, does not make your catalog public, and provides no user-to-user contact or public content feature.

4.9 Backups are your responsibility. We maintain backups for our own operational and disaster-recovery purposes. Those backups are not a backup service for you, and you should not rely on them. You are responsible for maintaining your own independent backups of your catalog and other business data. See Section 6.6.

4.10 Training our models on your product images and catalog data.

(a) We train on your product images and catalog data. We use them to improve RareSync's own cataloging models: better names and descriptions, better duplicate detection, better visual search. That is the only thing we use them for. We do not sell them, we do not use them for advertising, and we do not hand them to anyone else's model. You can turn this off at any time in Settings, and we stop using your material going forward. Your choice is recorded with the date and the policy version it was made under, separately from your acceptance of these Terms.

(b) What you grant. You grant RareSync a worldwide, royalty-free, non-exclusive license to use your product images, your catalog data, and the captions and image embeddings derived from them, to train, fine-tune, evaluate, and develop RareSync's own image-understanding models. We use this material for one purpose: to train models that improve product cataloging, the automatic writing of product names and descriptions, duplicate detection, and visual search in RareSync. We do not use it for any other purpose, and we do not use it for advertising.

(c) What is excluded. This license covers product images, catalog data, and their derived captions and embeddings only. It does not cover your personal information, your account or billing data, your customers' personal data, or any content that carries personal information.

(d) What turning it off does. When you turn it off, we stop using your product images, catalog data, and their derived captions and embeddings for training going forward, and we remove them from training sets we have prepared but not yet used to train a model. We cannot pull material back out of a model that has already been trained, and we will not pretend otherwise: once a model has learned from a set of images, that particular contribution cannot be isolated and removed, so we do not promise to remove it from an existing model or to retrain a model to undo it. That is a limit of how machine-learning models work.

(e) Merchants in the EU, the EEA, and the United Kingdom. If your business is established in the European Union, the European Economic Area, or the United Kingdom, we hold your product images and their derived captions out of the training corpus whatever this setting says. That is a standing rule, not a temporary hold, and it applies even where you have left the setting on.

5. AI-Generated Content

5.1 Definition. "AI Output" means the product names, descriptions, categories, tags, SKUs, RareSync ID results, image embeddings, visual-search results, duplicate-detection suggestions, and any other content or determination the Service generates from your inputs.

5.2 AI Output can be wrong. AI Output is generated by statistical machine-learning models. It may be inaccurate, incomplete, outdated, misleading, generic, non-unique, biased, or otherwise unsuitable for your business. It may misidentify an item, invent details, misstate a material, era, brand, maker, dimension, condition, or value, produce a duplicate or colliding SKU, or produce a description unsuitable for your listings or your market. The same or similar output may be generated for you and for other customers.

5.3 You must review AI Output before you publish it. This is a material obligation. You are solely responsible for reviewing, verifying, editing, and approving all AI Output before you publish it, sync it, or otherwise rely on it. Do not treat AI Output as verified fact. Do not rely on it as an appraisal, an authentication, a provenance determination, a valuation, a regulatory classification, or professional advice of any kind. RareSync does not authenticate items, does not appraise items, and does not verify provenance.

5.4 No warranty about AI Output. RARESYNC MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT AI OUTPUT IS ACCURATE, COMPLETE, CURRENT, RELIABLE, ORIGINAL, NON-INFRINGING, OR FIT FOR ANY PARTICULAR PURPOSE. See Section 11.

5.5 Ownership of AI Output. As between you and RareSync, and to the extent permitted by law and by our AI providers' terms, you own the AI Output generated for you from your inputs, including the generated names, descriptions, categories, tags, and SKUs. RareSync assigns to you whatever rights it may have in that AI Output. This is subject to Section 9 (we retain all rights in the Service, the software, our models, our prompts, and the systems that produce the output) and to Section 5.6.

5.6 AI Output is not exclusive. Because AI models generate similar output for similar inputs, AI Output may not be unique, and identical or similar output may be generated for other users. RareSync does not warrant that AI Output is original, and makes no representation that it is protectable by copyright.

5.7 You are responsible for what you publish. You are solely responsible for the legality, accuracy, and compliance of everything you publish to your storefront, including product claims, condition statements, authenticity and provenance representations, material and origin claims, safety and regulatory disclosures, pricing, and advertising. You are responsible for compliance with all applicable laws, including consumer protection and advertising law and any law governing the sale of the goods you sell.

5.8 AI subprocessors. AI Output is generated using third-party AI services. Your inputs are transmitted to those providers to generate output, and those providers are subject to their own terms. See Section 8. We may change AI providers or models.

6. Connected Accounts and Sync

READ THIS SECTION CAREFULLY. IT DESCRIBES WRITE ACCESS TO YOUR LIVE STORE.

6.1 What you are authorizing. The Service connects to the third-party commerce platforms and marketplaces you sell on (each a "Connected Account"), using OAuth. When you connect an account, you expressly authorize RareSync to access your Connected Account and to WRITE to it on your behalf.

6.2 The scope of that authorization. The permissions you grant include, depending on the platform, write access to products, listings, and inventory. This means RareSync can create, modify, update, overwrite, and change listings, product data, images, categories, inventory counts, and prices in your live, customer-facing storefront or marketplace listings. Changes RareSync makes may be visible to your customers immediately. RareSync stores and uses OAuth access tokens for your Connected Accounts for as long as the connection is active.

6.3 Sync is powerful and it can go wrong. You acknowledge and agree that a sync may, whether because of your configuration, your input, an AI Output error, a mapping mismatch, a platform API change, a network failure, a bug, or a third-party outage:

(a) create products you did not intend to create; (b) modify or overwrite existing listings, descriptions, images, categories, or tags; (c) change or overwrite inventory counts; (d) change or overwrite prices, including setting a price that is wrong; (e) create duplicate listings, or duplicate or colliding SKUs; (f) fail to sync, sync partially, or sync out of order; or (g) leave your RareSync catalog and your Connected Account out of sync with each other.

6.4 You are responsible for reviewing sync results. After every sync, you are responsible for reviewing the results in your Connected Account and correcting anything that is wrong before your customers rely on it. You are responsible for your own pricing and for honoring or not honoring any price shown in your store, and for your own inventory accuracy. Do not run a sync against a live catalog you have not backed up.

6.5 Your obligations. You represent and warrant that you own or are authorized to administer each Connected Account you connect, that you have authority to grant RareSync write access to it, that your use of the Service does not violate the terms of the platform operating that account, and that you will maintain the platform-side settings, tax settings, publishing channels, and location mappings that determine how synced data appears.

6.6 Backups are your responsibility. You are solely responsible for maintaining independent, current backups and exports of your catalog, inventory, and pricing data, outside of RareSync and outside of your Connected Account. RareSync does not provide a backup or restore service for your Connected Account and cannot roll back changes made in it.

6.7 RareSync's liability for sync. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RARESYNC IS NOT LIABLE FOR ANY LOSS, DAMAGE, OR CLAIM ARISING OUT OF OR RELATING TO SYNC, including sync errors, failed syncs, partial syncs, duplicate listings, overwritten or deleted listings or data, incorrect or lost inventory counts, incorrect pricing or mispricing (including underpricing, overpricing, or a listing published at zero), lost sales, oversold or undersold inventory, chargebacks or refunds you owe your customers, or the acts, omissions, downtime, rate limits, deprecations, API changes, policy changes, or errors of any platform you connect. This Section 6.7 is subject to Section 12.4, and nothing in it limits liability that cannot be limited under applicable law.

6.8 Disconnecting is your remedy. You may disconnect any Connected Account at any time. Disconnecting the Connected Account, and cancelling under Section 3.5, is your sole and exclusive remedy for any dissatisfaction with, or problem caused by, sync. Disconnecting stops future syncs. It does not undo changes already written to your Connected Account. Reversing those changes is your responsibility.

6.9 Platform terms control the platform. Your relationship with each platform you connect is governed by your agreement with that platform. RareSync has no control over those platforms and no ability to restore, reverse, or compensate for anything that happens inside them.

7. Acceptable Use

7.1 The rules. You will not, and will not permit any user or third party to, use the Service to:

(a) catalog, list, or facilitate the sale of illegal goods, including stolen property, goods you do not have the right to sell, contraband, or goods whose sale is prohibited where you sell them; (b) catalog or list counterfeit, replica, or infringing goods, or goods that misrepresent their brand, maker, authenticity, age, provenance, or origin; (c) catalog or list restricted or regulated items in violation of law, including firearms, ammunition, explosives, controlled substances, tobacco and vaping products, alcohol, hazardous materials, human remains, protected wildlife, ivory, endangered species products, or protected cultural property, antiquities, or archaeological artifacts; (d) infringe or misappropriate any patent, copyright, trademark, trade secret, right of publicity, or other right of any person; (e) upload photographs you do not have the right to use, or images of people who have not consented; (f) upload malware or any code intended to disrupt, damage, or gain unauthorized access to any system; (g) scrape, crawl, harvest, or extract data from the Service by automated means, except through interfaces we expressly provide for that purpose; (h) reverse engineer, decompile, or disassemble the Service, or attempt to discover its source code, models, prompts, or algorithms, except to the extent this restriction is unenforceable under applicable law; (i) circumvent, disable, or interfere with rate limits, fair-use enforcement, authentication, or any security or access-control feature, including creating multiple accounts or workspaces to evade fair use or to obtain additional free trials; (j) resell, sublicense, rent, lease, time-share, or operate a service bureau with the Service, except that you may use the Service to catalog and list inventory you are selling, including goods you hold on consignment; (k) use the Service, AI Output, embeddings, or any data derived from the Service to develop, train, fine-tune, evaluate, or benchmark any machine-learning model, AI system, or product that competes with RareSync; (l) impose an unreasonable or disproportionately large load on our infrastructure or on our third-party providers, including AI processing and data-extraction providers, or otherwise degrade the Service for others or drive vendor cost out of line with your plan; (m) misrepresent your identity or affiliation, or use the Service for fraud; (n) violate any applicable law or regulation, including export control, sanctions, and anti-corruption law; or (o) permit anyone to do any of the above.

7.2 Enforcement. We may investigate suspected violations, remove or disable content, restrict or throttle features, or suspend or terminate accounts under Section 10, including immediately. We may report unlawful activity to law enforcement.

7.3 No obligation to monitor. We have no obligation to monitor Customer Content, but we may do so. We are not responsible for Customer Content.

8. Third-Party Services

8.1 The Service depends on third parties, including the commerce platforms and marketplaces you connect, our payment processor, our AI processing providers, and cloud hosting, storage, database, email, and analytics providers.

8.2 Their terms govern them. Each third-party service is governed by its own terms and your own relationship with that provider. You are responsible for complying with those terms. Nothing in these Terms modifies your agreement with any third party.

8.3 We are not responsible for them. RareSync does not control third-party services and makes no representation or warranty about them. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RARESYNC DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR the availability, uptime, performance, accuracy, security, or continuity of any third-party service; any change, deprecation, rate limit, price change, policy change, or discontinuation of any third-party API; any act, omission, error, breach, or outage of any third-party provider; and any loss of data caused by a third party.

8.4 Third-party changes may change the Service. If a third-party provider changes, restricts, prices, or discontinues its service or API, we may change, restrict, cap, or discontinue the corresponding feature. Section 2.7 applies to how we change the Service.

9. Intellectual Property

9.1 RareSync owns the Service. RareSync and its licensors own all right, title, and interest in the Service, including all software, source code, APIs, databases, data models, schemas, machine-learning models and weights, prompts, pipelines, algorithms, ranking and matching logic, user interfaces, designs, graphics, and documentation, and all intellectual property rights in them. Nothing in these Terms transfers those rights to you.

9.2 The license we give you. Subject to your compliance with these Terms and payment of your fees, RareSync grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during your subscription term, solely for your internal business purposes. All rights not expressly granted are reserved.

9.3 Who owns what.

Item	Owner
Your photographs and uploads	You
Your catalog data, inventory, pricing	You
Generated names, descriptions, categories, tags, SKUs (AI Output)	You, per Section 5.5
The RareSync software, application, and APIs	RareSync
RareSync's models, prompts, pipelines, and configurations	RareSync
Vector embeddings and other derived representations generated by the Service	RareSync, licensed to you for use in the Service
Aggregated and de-identified analytics data	RareSync, per Section 4.5
The RareSync name, logo, and brand	RareSync

9.4 Embeddings and derived data. The Service generates vector embeddings and other machine representations derived from your Customer Content to power visual search and duplicate detection. RareSync owns those embeddings and the systems that generate them. They are provided to you for use inside the Service during your subscription term. RareSync will use embeddings derived from your Customer Content only to provide the Service to you, consistent with Sections 4.3 and 4.4, and will not use them to serve other customers' catalogs or to train RareSync's models, except embeddings covered by the model-training license in Section 4.10, for as long as that license is in effect.

9.5 Trademarks. "RareSync" and the RareSync logo are trademarks of RareSync, LLC. You may not use them without our prior written permission, except to accurately refer to the Service.

9.6 Feedback. If you send us ideas, suggestions, or feedback about the Service, you grant RareSync a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and exploit that feedback for any purpose, without obligation to you. Do not send us feedback you consider confidential.

9.7 Copyright complaints. If you believe content on the Service infringes your copyright, send a notice under the Digital Millennium Copyright Act to legal@raresync.com with the information required by 17 U.S.C. section 512(c)(3). We will respond as required by law and may terminate repeat infringers.

10. Term, Suspension, and Termination

10.1 Term. The Agreement begins when you first accept these Terms and continues until your subscription ends and your account is closed.

10.2 Your right to terminate. You may cancel at any time under Section 3.5, and may close your account by emailing support@raresync.com. Cancellation is effective at the end of your then-current billing period. Section 3.6 applies.

10.3 RareSync's right to terminate for convenience. We may terminate your subscription for convenience on 30 days' written notice by email, and will refund the prorated portion of any prepaid, unused fees for the terminated period.

10.4 Termination for cause. Either party may terminate immediately on written notice if the other materially breaches the Agreement and does not cure within 30 days of written notice describing the breach, or if the other becomes insolvent or becomes the subject of a bankruptcy or similar proceeding.

10.5 Suspension. We may suspend your access to all or part of the Service, including immediately, if you fail to pay amounts when due, if you breach Section 7, if your use is outside fair use under Section 3.2, if AI or other usage is driving cost or load we are not willing to carry on your plan or trial, if your use presents a security risk or a risk of harm to us, our other customers, our systems, or a third party, or if we are required to suspend by law or by a third-party platform.

10.6 How we exercise suspension. We use reasonable discretion. We may suspend immediately. We may notify you by email when we suspend, or afterwards. Advance notice is a courtesy when we think it helps, not a condition of suspending. Suspension does not by itself terminate the Agreement and does not pause your obligation to pay fees accrued through the suspension date.

10.7 Effect of termination. On termination your license to use the Service ends immediately, all fees you owe become due, we disconnect your Connected Accounts and revoke stored OAuth tokens, and your data export window in Section 10.8 begins.

10.8 Data export: 30-day window. For 30 days after termination we will keep your Customer Content available and give you a reasonable ability to export it, through in-product export or, on written request to support@raresync.com, an export we provide to you. After that 30-day period we may permanently delete your Customer Content, and we have no obligation to retain it. Backups may persist for a limited additional period in the ordinary course and are deleted on our normal cycle. If your account was terminated for a violation of Section 7, we may limit the export to what is lawful and reasonable.

10.9 Deletion on request. You may ask us to delete your Customer Content earlier by emailing privacy@raresync.com. We will do so within a reasonable period, subject to legal retention obligations and backup cycles.

10.10 Survival. The following survive termination: Section 3 (as to fees accrued), 4.2, 4.5, 5.5 through 5.7, 6.6 through 6.9, 9, 10.7 through 10.11, 11, 12, 13, 14, 16, 17, 18, and 19, and any other provision that by its nature should survive.

10.11 No liability for termination or suspension. Except as expressly stated in this Section 10, RareSync has no liability to you for suspending or terminating your access in accordance with these Terms.

11. Disclaimer of Warranties

11.1 THE SERVICE, INCLUDING ALL AI OUTPUT, EMBEDDINGS, VISUAL SEARCH RESULTS, DUPLICATE-DETECTION RESULTS, SYNC FUNCTIONALITY, INTEGRATIONS, DOCUMENTATION, AND ALL CONTENT MADE AVAILABLE THROUGH THE SERVICE, IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RARESYNC, ITS AFFILIATES, AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AND NON-INFRINGEMENT.

11.3 WITHOUT LIMITING THE FOREGOING, RARESYNC DOES NOT WARRANT THAT:

(a) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (c) ANY AI OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, ORIGINAL, NON-INFRINGING, OR SUITABLE FOR ANY PURPOSE, INCLUDING ANY GENERATED PRODUCT NAME, DESCRIPTION, CATEGORY, TAG, OR SKU; (d) ANY SYNC TO A CONNECTED ACCOUNT WILL BE COMPLETE, CORRECT, TIMELY, OR NON-DESTRUCTIVE, OR THAT IT WILL NOT OVERWRITE, DELETE, DUPLICATE, OR MISPRICE DATA IN YOUR LIVE CATALOG; (e) VISUAL SEARCH OR DUPLICATE DETECTION WILL IDENTIFY ALL MATCHES, OR WILL NOT RETURN FALSE MATCHES; (f) ANY DEFECT OR ERROR WILL BE CORRECTED; (g) THE SERVICE IS FREE OF VIRUSES OR HARMFUL COMPONENTS; OR (h) ANY DATA WILL NOT BE LOST, CORRUPTED, OR MADE UNAVAILABLE.

11.4 RARESYNC IS NOT AN APPRAISER, AN AUTHENTICATOR, A VALUATION SERVICE, OR A PROVIDER OF LEGAL, TAX, ACCOUNTING, OR REGULATORY ADVICE. NOTHING PRODUCED BY THE SERVICE IS AN APPRAISAL, AN AUTHENTICATION, A CERTIFICATION OF PROVENANCE, OR PROFESSIONAL ADVICE.

11.5 NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED FROM RARESYNC OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

11.6 Jurisdictional variation. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF IMPLIED WARRANTIES. SOME OF THE EXCLUSIONS IN THIS SECTION 11 MAY THEREFORE NOT APPLY TO YOU. IN THAT CASE THEY APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND ANY WARRANTY THAT CANNOT BE DISCLAIMED IS LIMITED IN DURATION TO THE MINIMUM PERIOD REQUIRED BY LAW.

12. Limitation of Liability

12.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RARESYNC, ITS AFFILIATES, OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY:

(a) LOST PROFITS OR LOSS OF ANTICIPATED PROFITS; (b) LOST REVENUE OR LOST SALES; (c) LOSS OF BUSINESS, GOODWILL, OR BUSINESS OPPORTUNITY; (d) LOSS, CORRUPTION, DELETION, OR OVERWRITING OF DATA, CATALOG CONTENT, LISTINGS, INVENTORY COUNTS, OR PRICING, INCLUDING IN A CONNECTED ACCOUNT; (e) COST OF PROCURING SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY; (f) BUSINESS INTERRUPTION OR SERVICE DOWNTIME; OR (g) LOSS ARISING FROM AI OUTPUT, MISPRICING, OVERSELLING, UNDERSELLING, OR A FAILED, PARTIAL, OR DESTRUCTIVE SYNC,

REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, STATUTE, OR OTHERWISE), EVEN IF RARESYNC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RARESYNC'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE, IN THE AGGREGATE AND NOT PER CLAIM, WILL NOT EXCEED THE GREATER OF:

(a) THE TOTAL AMOUNT OF FEES YOU ACTUALLY PAID TO RARESYNC FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE FIRST CLAIM AROSE; OR

(b) ONE HUNDRED U.S. DOLLARS (US$100).

12.3 Survives failure of essential purpose. THE LIMITATIONS IN THIS SECTION 12 APPLY EVEN IF ANY LIMITED OR EXCLUSIVE REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12.4 Exceptions to the limitations. The exclusions and the cap in Sections 12.1, 12.2, and 12.3 do not apply to, and nothing in these Terms limits or excludes:

(a) your obligation to pay fees owed under the Agreement; (b) your indemnification obligations under Section 13; (c) either party's fraud, fraudulent misrepresentation, or willful injury to the person or property of the other; (d) either party's willful misconduct; (e) either party's gross negligence; (f) death or personal injury caused by a party's negligence; (g) either party's violation of law; (h) either party's misappropriation or infringement of the other party's intellectual property rights; or (i) any other liability that cannot be limited, excluded, or disclaimed under applicable law, including under California Civil Code section 1668 and any analogous law of any other state.

12.5 Basis of the bargain. YOU ACKNOWLEDGE THAT THE PRICING OF THE SERVICE REFLECTS THE ALLOCATION OF RISK IN SECTIONS 11 AND 12, AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN. RARESYNC WOULD NOT PROVIDE THE SERVICE ON THESE TERMS WITHOUT THEM. THEY APPLY EVEN IF THE SERVICE IS PROVIDED DURING A FREE TRIAL OR AT NO CHARGE.

12.6 Jurisdictional variation. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN THOSE JURISDICTIONS THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 12 APPLY ONLY TO THE FULLEST EXTENT PERMITTED BY LAW.

13. Indemnification

13.1 Your indemnity. You will defend, indemnify, and hold harmless RareSync, its affiliates, and their respective members, managers, officers, employees, agents, and contractors (the "Indemnified Parties") from any third-party claim, demand, action, or proceeding, and any resulting losses, damages, liabilities, settlements, fines, penalties, judgments, and reasonable attorneys' fees and costs, arising out of or relating to:

(a) your Customer Content, including any photograph, listing, description, or claim you publish; (b) your use or misuse of the Service, or use by any user in your workspace; (c) your breach of these Terms, including Section 7 and Section 6.5; (d) your violation of any law or regulation, including consumer protection, advertising, product safety, cultural property, and sales tax law; (e) your violation or infringement of any third-party right, including intellectual property, publicity, and privacy rights; (f) the goods you sell, including their authenticity, provenance, condition, safety, legality, title, description, and pricing; (g) any dispute between you and one of your own customers, consignors, vendors, or employees, including any dispute about a listing, a price, an inventory count, an order, a refund, or a chargeback; and (h) your Connected Accounts, including any dispute with a platform you connect.

13.2 Carve-out. Your indemnity does not apply to the extent a claim or loss arises out of RareSync's own gross negligence, willful misconduct, fraud, or violation of law.

13.3 Procedure. To be entitled to indemnification, RareSync will give you prompt written notice of the claim (a delay reduces your obligation only to the extent you are actually prejudiced by it), give you sole control of the defense and settlement, provided that you may not settle any claim in a way that admits fault by, imposes any non-monetary obligation on, or requires any payment from, an Indemnified Party without that party's prior written consent, and provide reasonable cooperation at your expense.

13.4 Participation. RareSync may participate in the defense with its own counsel at its own expense. If you fail to promptly assume the defense, RareSync may defend the claim itself and you will reimburse its reasonable costs and fees.

14. Dispute Resolution, Arbitration Agreement, and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND RARESYNC TO ARBITRATE DISPUTES ON AN INDIVIDUAL BASIS. IT MEANS YOU GIVE UP THE RIGHT TO GO TO COURT, THE RIGHT TO A JURY TRIAL, AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU HAVE 30 DAYS TO OPT OUT (SECTION 14.13).

14.1 Scope, and the agreement to arbitrate.

(a) You and RareSync agree that any dispute, claim, or controversy between you and RareSync arising out of or relating to these Terms, the Agreement, the Service, any AI Output, any sync, any billing, any marketing for the Service, or the relationship between you and RareSync, whether based in contract, tort, negligence, statute, fraud, misrepresentation, or any other legal theory, and whether it arose before, during, or after the termination of the Agreement (each a "Dispute"), will be resolved by final and binding individual arbitration, and not in court, except as expressly stated in this Section 14.

(b) This Section 14 is a written agreement to arbitrate evidencing a transaction in interstate commerce. The Federal Arbitration Act, 9 U.S.C. sections 1 and following, governs its interpretation and enforcement, including its enforceability, revocability, and validity.

(d) It does not apply to the exceptions in Sections 14.4 (small claims), 14.5 (IP injunctions), 14.10 (severed claims), and 14.12 (EFAA).

14.2 Mandatory informal dispute resolution: a condition precedent.

(a) Before either party may start an arbitration or file a lawsuit, that party must first complete this informal process. Completing it is an express condition precedent to starting an arbitration or filing a lawsuit.

(b) Written notice. The party bringing the claim must send a written Notice of Dispute. If you are bringing the claim, send it to RareSync, LLC, Attn: Legal, 1209 Mountain Road Pl NE Ste R, Albuquerque, NM 87110, and by email to legal@raresync.com. If RareSync is bringing the claim, we will send it to the email address on your account.

(c) What the notice must contain. (i) the claimant's name, the name of the business, the account email, a mailing address, and a telephone number; (ii) a description of the nature and basis of the claim; (iii) the specific relief sought and, if money, how the amount was calculated; and (iv) the personal signature, handwritten or electronic, of the individual bringing the claim, or, where the claimant is a business, of an authorized officer of that business. A signature by counsel alone is not sufficient.

(d) One claimant per notice. Each Notice of Dispute may address the claims of only one claimant. A single notice may not be filed on behalf of multiple claimants, and multiple claimants may not aggregate their claims in one notice.

(e) The 60-day period and the meet-and-confer. The parties will have 60 days from receipt of a complete Notice of Dispute to try in good faith to resolve the Dispute. During that period either party may request a good-faith telephone conference between the individual claimant and a RareSync representative, and the other party must participate. If the claimant is represented by counsel, counsel may participate, but the individual claimant must personally participate. RareSync's representative will personally participate.

(f) Tolling. All applicable statutes of limitations and any contractual limitations period, including Section 16, are tolled from the date a complete Notice of Dispute is received until the later of 60 days after receipt, or the date the required conference is held or good-faith attempts to hold it are exhausted. Neither party will argue that a claim is time-barred because of time spent in this process.

(g) A court decides whether this condition was satisfied. Notwithstanding the delegation clause in Section 14.3, a court, and not an arbitrator, has the exclusive authority to decide whether a party complied with this Section 14.2, and a court may enjoin the filing or prosecution of an arbitration commenced without complying with it.

14.3 Delegation: who decides what.

(a) The arbitrator, and not any court or agency, has the exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, formation, existence, validity, revocability, unconscionability, or scope of this Section 14 or of these Terms, including any claim that all or any part of this Section 14 is void or voidable, and any dispute about who are proper parties to an arbitration. This is an express delegation clause. It is agreed in this text and does not depend on the incorporation of any arbitration provider's rules.

(b) Two exceptions. Notwithstanding Section 14.3(a):

(i) only a court, and not an arbitrator, may decide whether the Class Action Waiver in Section 14.9 is valid or enforceable, in whole or in part; and

(ii) only a court, and not an arbitrator, may decide whether a party complied with Section 14.2.

(c) The carve-outs in Sections 14.4 and 14.5 permit certain matters to be brought in court. They do not limit or reduce the delegation in Section 14.3(a) for any matter that is arbitrable.

14.4 Small claims carve-out (mutual). Either you or RareSync may bring an individual claim in a small claims court with jurisdiction, instead of in arbitration, so long as it remains an individual claim in that court and is not brought on a class or representative basis. If a claim is transferred, removed, or appealed out of small claims court, either party may elect arbitration.

14.5 Intellectual property injunctions (mutual). Either party may bring an action in a court of competent jurisdiction seeking a temporary restraining order, a preliminary or permanent injunction, or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of that party's intellectual property rights, or to protect its confidential information. Seeking that relief is not a waiver of the right to arbitrate any other Dispute, and does not limit the delegation clause in Section 14.3(a).

14.6 Rules, forum, and administrator.

(a) The arbitration will be administered by JAMS under its Streamlined Arbitration Rules and Procedures where the amount in controversy is US$250,000 or less, and otherwise under its Comprehensive Arbitration Rules and Procedures, in each case then in effect and as modified by this Section 14. The JAMS Consumer Arbitration Minimum Standards and the JAMS Mass Arbitration Procedures and Guidelines are expressly incorporated into this agreement and apply to any arbitration under it. The rules are available at www.jamsadr.com.

(b) The parties agree that the JAMS Consumer Arbitration Minimum Standards apply regardless of whether you would otherwise be considered a consumer, because they provide the fairer and less expensive procedure. Where anything in this Section 14 conflicts with those Minimum Standards, the Minimum Standards control.

(c) If JAMS is unavailable or unwilling to administer the arbitration consistent with this Section 14, the parties will agree on a substitute administrator, which may be the American Arbitration Association under its Consumer Arbitration Rules. If they cannot agree within 30 days, either party may ask a court to appoint an administrator or an arbitrator under 9 U.S.C. section 5. The unavailability of JAMS will not invalidate this Section 14.

(d) One arbitrator will decide the Dispute, and is bound by these Terms.

(e) The award will be in writing, will include the essential findings and conclusions on which it is based, and is final and binding. Judgment on the award may be entered in any court with jurisdiction.

14.7 Fees and costs.

(a) RareSync will pay all JAMS filing, administrative, case-management, hearing, and arbitrator fees in excess of the portion allocated to you under the JAMS Consumer Arbitration Minimum Standards, under which the only fee you can be required to pay is US$250. If you have already paid a filing fee for a claim whose fee RareSync is required to pay, RareSync will reimburse you.

(b) There is no fee-splitting. You will never be required to split arbitration fees or arbitrator compensation with RareSync.

(i) the arbitrator must award attorneys' fees and costs to a party where a statute or a contract provision applicable to the claim provides for them, and nothing in this Section 14 limits or waives any right you have to statutory fee shifting or statutory damages; and

(ii) the arbitrator may award fees and costs against a party if the arbitrator finds that party's claim, defense, or filing was frivolous or brought for an improper purpose, under the standard of Federal Rule of Civil Procedure 11(b).

(d) RareSync will not seek its attorneys' fees or costs from you in arbitration unless the arbitrator makes a finding under Section 14.7(c)(ii).

(e) Nothing in this Section 14.7 requires you to pay any fee that would render this arbitration agreement unenforceable.

14.8 Hearing, venue, and procedure.

(a) Venue is at the claimant's election. If you are the claimant, the arbitration will be conducted, at your election: by videoconference; by telephone; in the county or parish of your principal place of business; or on the documents only, with no hearing. If RareSync is the claimant, RareSync will bring the arbitration in the county of your principal place of business, or by videoconference or telephone, at your election.

(b) Documents-only for small claims. If the total amount in controversy is US$25,000 or less, the arbitration will be resolved on the documents submitted, without an in-person or oral hearing, unless the claimant requests a telephonic or video hearing, in which case that hearing will be held. RareSync will not request an in-person hearing in such a case.

(c) Relief the arbitrator may award. The arbitrator may award any relief that a court could award to an individual party under applicable law, including damages, statutory damages, declaratory relief, injunctive relief, and, on an individual basis, public injunctive relief. Relief must be individualized to the claimant and may not affect any other RareSync customer, except that public injunctive relief awarded on an individual claim may operate as the law provides.

(d) The arbitrator will apply the governing law in Section 17 and will honor claims of privilege recognized at law.

(e) Discovery will be reasonable and proportionate to the claim, as the arbitrator directs, consistent with the JAMS rules.

14.9 Class Action Waiver, and jury trial waiver.

(a) YOU AND RARESYNC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, A CLAIMANT, OR A CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING.

(b) THE ARBITRATOR HAS NO AUTHORITY TO PRESIDE OVER ANY CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, OR REPRESENTATIVE PROCEEDING, AND NO AUTHORITY TO AWARD RELIEF TO ANYONE OTHER THAN THE INDIVIDUAL PARTIES BEFORE THE ARBITRATOR.

(c) THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE PERSON OR ENTITY WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES, except as expressly permitted by the administrative batching process in Section 14.11, which does not merge claims and does not create a class.

(d) JURY TRIAL WAIVER (FALLBACK). IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN IN ARBITRATION, INCLUDING BECAUSE THIS SECTION 14 IS HELD UNENFORCEABLE IN WHOLE OR IN PART, YOU AND RARESYNC EACH KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY, TO THE MAXIMUM EXTENT PERMITTED BY LAW. THIS WAIVER IS MUTUAL. IF A COURT HOLDS IT UNENFORCEABLE, THE REST OF THIS SECTION 14 AND THESE TERMS REMAIN IN EFFECT.

(e) ONLY A COURT MAY DECIDE WHETHER THIS SECTION 14.9 IS ENFORCEABLE (SECTION 14.3(b)(i)).

14.10 Severability of this Section 14, and the narrow blow-up rule.

(a) If a court decides that the Class Action Waiver in Section 14.9 is unenforceable as to a particular claim or a particular request for relief (for example a request for public injunctive relief that cannot be waived under applicable law), then only that particular claim or request for relief is severed from the arbitration and may be brought in the courts identified in Section 17. That claim or request will be stayed pending the outcome of the arbitration of all other claims.

(b) All other claims and requests for relief remain subject to arbitration, and the rest of this Section 14 remains in full force and effect. The severance of one claim or one request for relief does not invalidate the arbitration agreement, the delegation clause, or the Class Action Waiver as to any other claim.

(d) If any other provision of this Section 14 (other than Section 14.9) is held invalid or unenforceable, that provision is severed and the remainder of Section 14 remains in effect.

(e) A court should reform an unenforceable provision to the minimum extent necessary to make it enforceable rather than strike it.

14.11 Mass arbitration: batching.

(a) When this applies. If 25 or more Notices of Dispute or arbitration demands raising substantially similar claims are submitted against RareSync by or with the assistance or coordination of the same law firm, group of law firms, or organizations within a 30-day period, the claims will be administered in batches under this Section 14.11 and under the JAMS Mass Arbitration Procedures and Guidelines, which are expressly incorporated by reference.

(b) How batching works. JAMS will administer the demands in batches of up to 100 demands per batch, with each batch heard concurrently with the others, and with one arbitrator appointed per batch. Batches are not sequential. All batches proceed at the same time, subject only to JAMS's administrative capacity to appoint arbitrators. RareSync will pay the applicable JAMS fees for each batch as provided in Section 14.7.

(c) Batching is administrative only. Batching is a case-administration mechanism for efficiency and cost. It does not merge, consolidate, or class the claims. Each claimant retains an individual claim, is entitled to an individual determination, and receives an individualized award. No claimant's claim is decided by, bound by, or precluded by the outcome of any other claimant's claim, and no arbitrator's decision in any batch has any preclusive, precedential, or binding effect on any claimant who was not a party to that decision. There is no bellwether procedure. No test case binds anyone.

(d) Tolling for everyone in the queue. All applicable statutes of limitations and any contractual limitations period, including Section 16, are tolled for every claimant whose demand is subject to this Section 14.11, from the date that claimant's demand or Notice of Dispute is submitted until that claimant's demand is assigned to a batch and an arbitrator is appointed. No claimant will be prejudiced by time spent waiting in the queue.

(e) Court enforcement. A court of competent jurisdiction may enforce this Section 14.11, including by enjoining the filing or prosecution of demands that do not comply with it.

(f) If this Section 14.11 is held unenforceable, it is severed and the remainder of Section 14 remains in effect.

14.12 EFAA carve-out (sexual assault and sexual harassment claims). Nothing in this Section 14 limits, waives, or precludes any right you have under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, 9 U.S.C. sections 401 to 402. If your Dispute is a "sexual assault dispute" or a "sexual harassment dispute" as defined in that Act, you may elect to bring that claim in a court of competent jurisdiction rather than in arbitration, and this Section 14, including the Class Action Waiver in Section 14.9 and the delegation clause in Section 14.3, does not apply to that claim.

14.13 Your right to opt out of arbitration: 30 days.

(a) You may opt out of this Section 14 (the arbitration agreement, the Class Action Waiver, and the jury trial waiver) by sending us a written opt-out notice within 30 days of the date you first accept these Terms.

(b) How to opt out. Email legal@raresync.com with the subject line "Arbitration Opt-Out", and include: your name; the name of your business; the email address on your RareSync account; and a clear statement that you want to opt out of the arbitration agreement in Section 14. You may also mail the notice to RareSync, LLC, Attn: Legal, 1209 Mountain Road Pl NE Ste R, Albuquerque, NM 87110. That is all you have to do. There is no form and no fee.

(c) The window does not reset. The 30-day window runs from the date you first accept any version of these Terms. It does not restart when we update these Terms.

(d) Opting out is free and safe. It will not affect your subscription, your pricing, your access to the Service, or how we treat you. We will not retaliate against you for opting out.

(e) Opting out is mutual. If you opt out, RareSync is not bound to arbitrate with you either. Either party may bring any Dispute in the courts identified in Section 17. The jury trial waiver in Section 14.9(d) also does not apply to a party that has opted out.

(f) If you opt out, all other provisions of these Terms continue to apply, including Sections 16 and 17.

14.14 Survival. This Section 14 survives the termination of the Agreement.

15. Changes to These Terms

15.1 Prospective only. We may modify these Terms from time to time, for example to reflect changes to the Service, to our business, or to the law. Any change applies prospectively only.

15.2 Advance notice: at least 30 days. Before a material change takes effect we will give you at least 30 days' advance notice, both by email to the address on your account and in the Service, through a notice, banner, or acceptance prompt. The notice will state the effective date and summarize what changed. We will update the "Last updated" date at the top and, where practical, make a prior version available.

15.3 How you accept a change. The change takes effect on the stated effective date. If you continue to use the Service on or after that date, having received the notice and had an opportunity to review and accept or reject the change, you accept the updated Terms. If you do not agree, you may cancel before the effective date under Section 3.5, and where the change materially and adversely affects you during a prepaid term we will refund the prorated portion of prepaid, unused fees for that term.

15.4 No retroactive effect on disputes. No change to these Terms applies retroactively to any dispute of which RareSync had notice before the effective date of the change, including any Dispute for which a Notice of Dispute under Section 14.2 was sent before that date. The version in effect when the dispute arose governs that dispute. In particular, a change to Section 14 does not apply to any Dispute of which we had notice before the change took effect.

15.5 Non-material changes. We may make non-material changes, such as fixing a typographical error, clarifying wording without changing meaning, or updating contact details, without the 30-day notice. Any change to Sections 11, 12, 13, 14, 16, or 17, and any change that reduces your rights or increases your obligations, is treated as material.

15.6 What we will not do. We will not change these Terms in a way that takes effect immediately on posting, and we will not apply a change to a dispute that already exists. Our promise to arbitrate under Section 14 is not illusory, and we may not escape it by amending these Terms after a Dispute has arisen.

16. Limitations Period

16.1 One year. To the fullest extent permitted by applicable law, any claim arising out of or relating to these Terms, the Agreement, or the Service must be filed, in arbitration or in court as applicable, within ONE (1) YEAR after it accrued, or it is permanently barred.

16.2 Statutory minimums control if longer. If an applicable law sets a minimum limitations period that may not be contractually shortened, and that period is longer than one year, then that longer minimum period applies instead of the one-year period in Section 16.1.

16.3 Where shortening is not permitted. Section 16.1 does not apply, and the limitations period provided by law applies instead, in any jurisdiction whose law does not permit the contractual shortening of a limitations period, or as to any claim for which such shortening is prohibited or void under applicable law.

16.4 Tolling. The limitations period in this Section 16 is tolled as provided in Sections 14.2(f) and 14.11(d).

17. Governing Law and Forum

17.1 Governing law. These Terms, the Agreement, and any Dispute are governed by the laws of the State of New Mexico, without regard to its conflict of laws rules, and, as to Section 14, by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Exclusive forum. For any claim that is not subject to arbitration under Section 14, or that a court or arbitrator determines is not arbitrable, or that is severed under Section 14.10, or that either party brings under Section 14.4 or 14.5, or that arises after either party has opted out under Section 14.13, you and RareSync agree to the exclusive jurisdiction and venue of the state courts located in Bernalillo County, New Mexico, and the United States District Court for the District of New Mexico. Each party consents to personal jurisdiction in those courts and waives any objection based on venue or forum non conveniens.

17.3 This survives a finding that arbitration is unenforceable. This Section 17 is independent of Section 14. If Section 14 is held void, unenforceable, or inapplicable, in whole or in part, this Section 17 survives and continues to apply in full to any claim that proceeds in court.

17.4 Mandatory local protections are preserved. Nothing in Sections 17.1 or 17.2 deprives you of the protection of any provision of the law of the state in which your business is located that cannot be derogated from by agreement and that would apply in the absence of this choice of law.

18. Miscellaneous

18.1 Entire agreement, and order of precedence. The Agreement (these Terms, the Privacy Policy, and any order form, plan page, or written agreement you sign with us) is the entire agreement between you and RareSync about the Service, and supersedes all prior and contemporaneous agreements, proposals, and representations. If there is a conflict, the order of precedence, highest first, is:

(a) a signed written agreement between you and RareSync that expressly amends these Terms; (b) an order form or plan page you accepted, as to the commercial terms it covers; (c) these Terms; and (d) the Privacy Policy and any other referenced document, except that the Privacy Policy controls as to the handling of personal information.

No purchase order or vendor form you issue adds to or changes these Terms, and any additional or conflicting terms in such a document are void, even if RareSync does not object to it.

18.2 No reliance. Neither party relies on any statement not set out in the Agreement. This does not limit liability for fraud or fraudulent misrepresentation.

18.3 Severability, with a preference for reformation. If any provision of these Terms is held invalid, illegal, or unenforceable, a court or arbitrator should first reform or limit that provision to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent, and only if reformation is not possible should the provision be severed. The remainder remains in full force and effect. Section 14.10 governs severability inside Section 14 and controls over this Section 18.3 as to Section 14.

18.4 Assignment. You may not assign, delegate, or transfer the Agreement or any of your rights or obligations under it without RareSync's prior written consent, and any attempted assignment without consent is void. RareSync may assign the Agreement, in whole or in part, without your consent, to an affiliate, or in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of its assets. The Agreement binds and benefits the parties' permitted successors and assigns.

18.5 Force majeure. Neither party is liable for any delay or failure to perform, other than a payment obligation, to the extent it is caused by an event beyond that party's reasonable control, including: an outage, degradation, failure, rate limit, deprecation, or security incident of a cloud infrastructure, hosting, database, storage, or CDN provider; a distributed denial-of-service or other cyberattack; a failure, outage, or breaking change of a third-party API or platform, including a commerce platform or marketplace you connect, a payment processor, or an AI processing provider; an internet, telecommunications, network, or power failure; a domain, DNS, or certificate authority failure; malware or ransomware; an act of God, natural disaster, fire, flood, earthquake, or severe weather; an epidemic or pandemic; war, terrorism, civil unrest, or sabotage; a labor dispute; or any act, order, embargo, sanction, law, or restriction of a government or regulator. The affected party will use reasonable efforts to mitigate and will notify the other party. If a force majeure event materially prevents RareSync from providing the Service for more than 30 consecutive days, either party may terminate on written notice, and RareSync will refund prepaid, unused fees for the affected period.

18.6 Export control and sanctions. You will comply with all applicable U.S. export control, re-export, and economic sanctions laws and regulations. You represent and warrant that you are not, and are not owned or controlled by, and are not acting on behalf of, any person or entity that is located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions; identified on any U.S. government restricted-party list, including the OFAC Specially Designated Nationals and Blocked Persons List; or otherwise prohibited from receiving the Service under U.S. law. RareSync currently offers the Service in the United States only, and prices in U.S. dollars only.

18.7 Notices.

(a) To you. We may give you notice by email to the address on your account, by an in-product message or banner, or by posting in the Service. Notice is effective when sent or when displayed. You are responsible for keeping a valid, monitored email address on your account.

(b) To RareSync. Legal notices must be sent to legal@raresync.com and, for notices required to be in writing under Sections 10.4, 13.3, 14.2, or 14.13, also by mail to: RareSync, LLC, Attn: Legal, 1209 Mountain Road Pl NE Ste R, Albuquerque, NM 87110. General support requests go to support@raresync.com.

18.8 No waiver. No failure or delay in exercising any right is a waiver of it. A waiver is effective only if in writing and signed by the waiving party, and applies only to the instance and purpose stated.

18.9 Relationship of the parties. You and RareSync are independent contractors. Nothing creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship. Neither party may bind the other. RareSync is not your agent for, and is not a party to, any transaction between you and your customers.

18.10 No third-party beneficiaries, except that the Indemnified Parties in Section 13 and the parties protected in Sections 11 and 12 may enforce those provisions.

18.11 Electronic communications and E-SIGN consent. You consent to receive communications from RareSync electronically, including these Terms, amendments, notices, disclosures, receipts, invoices, and legal notices, by email or by posting in the Service. You agree that:

(a) all electronic communications satisfy any legal requirement that a communication be in writing; (b) your electronic acceptance, by clicking, checking a box, typing your name, or using the Service, constitutes your signature and has the same legal effect as a handwritten signature, under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. sections 7001 and following), the New Mexico Uniform Electronic Transactions Act, and any similar law; (c) you can access, download, and print electronic communications, and have the hardware and software to do so; (d) you may withdraw your consent to receive electronic communications by emailing legal@raresync.com, but if you do we may have to terminate your account, because the Service is delivered electronically; and (e) you may request a paper copy of any electronic record by writing to us at the address in Section 18.7(b). We may charge a reasonable fee for it.

18.12 Headings and interpretation. Headings are for convenience only. "Including" and "for example" mean "including, without limitation". The singular includes the plural. These Terms will not be construed against the drafting party.

18.13 Language. These Terms are written in English. Any translation is for convenience only, and the English version controls.

19. Contact

RareSync, LLC 1209 Mountain Road Pl NE Ste R Albuquerque, NM 87110 United States

Support and general questions: support@raresync.com
Legal notices, Notices of Dispute, and arbitration opt-outs: legal@raresync.com
Privacy questions and deletion requests: privacy@raresync.com

To opt out of arbitration, email legal@raresync.com with the subject line "Arbitration Opt-Out" within 30 days of first accepting these Terms. See Section 14.13.