Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Sellary platform, website, and services (collectively, the "Service") provided by Opterra Systems, LLC, an Oregon limited liability company ("Company," "we," "us," or "our"). By creating an account or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Service. By using Sellary, you represent that you meet these requirements and that all information you provide is accurate and complete.

2. Account Registration

To use the Service you must create an account with a valid email address and a secure password. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized access.

3. Description of Service

Sellary is a live-selling platform that enables sellers to run comment-to-claim sales on Facebook Live and Instagram Live. The Service includes real-time claim detection, inventory management, automated checkout link generation, shipping label creation, and related tools.

Sellary is a software platform only. We provide tools that enable Sellers to conduct live sales, manage inventory, generate checkout links, and create shipping labels. We are not the seller, merchant of record, or a party to any transaction between a Seller and a Buyer unless expressly stated otherwise. We are not responsible for the quality, safety, legality, or availability of any products or services listed or sold through the Service. We are not liable for refunds, returns, chargebacks, shipping losses, late deliveries, tax obligations, or any disputes between Sellers and Buyers arising from transactions facilitated through the Service.

4. Beta and Early Access

The Service is currently offered as an early access beta. Beta features and the Service as a whole may be incomplete, contain bugs, or change significantly without notice. During the beta period:

• Features may be added, modified, or removed at any time without prior notice.
• Usage limits, pricing, and plan structures may change. We will provide reasonable notice before introducing or changing fees.
• Data loss may occur, including loss of product listings, order history, or configuration settings. We recommend maintaining your own backups of critical business data.
• Service availability may be limited, and we may perform maintenance or deploy updates without advance notice.
• We may reset accounts, clear data, or migrate systems as needed for development purposes, with as much advance notice as is practicable.

The beta period ends when we publicly announce general availability. The Disclaimer of Warranties in Section 11 applies in full during the beta period, and you acknowledge that beta software carries additional risk of errors, data loss, and service interruptions beyond what is typical of generally available software. Your use of the beta Service is at your own risk.

We welcome your feedback during the beta. If you provide suggestions, feature requests, bug reports, or other feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use, modify, and incorporate that feedback into the Service without obligation to you.

5. Subscription Plans and Billing

5.1 Plans

The Service is offered through subscription plans (Starter, Pro, and Business) with varying feature sets and usage limits as described on our Pricing page. Plan details, pricing, and limits may be updated from time to time with reasonable notice. During the beta period described in Section 4, pricing and plan structures are subject to change as described in that section.

5.2 Free Trial

New accounts may receive a free trial period. We will endeavor to send you an email reminder before your trial expires. At the end of the trial, your subscription will automatically convert to a paid plan unless you cancel before the trial expires, regardless of whether you receive a reminder. You can cancel at any time from your account settings with no additional steps required.

5.3 Billing

Subscription fees are billed in advance on a monthly recurring basis through our payment processor, Stripe. Metered charges (such as shipping label fees) are billed at the end of each billing cycle based on actual usage. All fees are in US dollars and are exclusive of taxes. You are responsible for any applicable sales, use, value-added, or similar taxes imposed on your subscription or usage of the Service, excluding taxes based on the Company's net income. Subscription fees are generally non-refundable, except as required by applicable law. If you believe you have been charged in error, contact us at legal@sellary.app within 30 days of the charge.

5.4 Cancellation

You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period. You will retain access to paid features until that date.

6. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law
• Sell counterfeit, illegal, or regulated goods without proper authorization
• Interfere with or disrupt the Service, including through automated scraping, bots, or denial-of-service attacks
• Impersonate another person or misrepresent your affiliation with any entity
• Circumvent or attempt to circumvent usage limits, feature restrictions, or billing mechanisms
• Use the Service to send unsolicited messages, spam, or harass other users or their customers
• Reverse engineer, decompile, or attempt to extract the source code of the Service

We reserve the right to suspend or terminate your account for violations of these terms, as described in Section 15.

7. Third-Party Integrations

The Service integrates with third-party platforms including Meta (Facebook and Instagram), Stripe, and Shippo. Your use of these integrations is subject to the respective third-party terms and policies. We are not responsible for the availability, accuracy, or conduct of third-party services. You authorize us to access and interact with these services on your behalf to the extent necessary to provide the Service.

8. Your Content and Data

8.1 Ownership

You retain ownership of all content, data, and materials you submit to the Service ("Your Content"), including product listings, images, and customer information.

8.2 License to Us

You grant us a limited, non-exclusive license to use, store, process, and display Your Content solely as necessary to provide, maintain, and improve the Service. This license terminates when you delete Your Content or close your account, except that we retain a limited license to the extent necessary for: (a) backup and disaster recovery for up to 30 days; (b) compliance with legal obligations; (c) resolution of disputes, chargebacks, or claims pending at the time of deletion or closure; (d) enforcement of these Terms; and (e) retention and use of de-identified or aggregated data as described in our Privacy Policy.

8.3 Responsibility

You are solely responsible for Your Content and your interactions with your customers. Without limiting the foregoing, you are responsible for: (a) the accuracy and legality of product descriptions, images, pricing, and advertising claims; (b) fulfillment of orders, including shipping, delivery, returns, and refunds; (c) compliance with all applicable laws, including consumer protection, product safety, advertising, and tax laws; (d) collection and remittance of any applicable sales, use, VAT, or other taxes arising from your transactions; (e) compliance with the terms and policies of third-party platforms accessed through the Service, including Meta, Stripe, Shippo, and applicable payment card network rules; and (f) any disputes, claims, chargebacks, or complaints from your Buyers. The Company is not responsible for any losses, penalties, or liabilities arising from your failure to comply with these obligations.

9. Customer Data and Privacy

When your buyers interact with Sellary (e.g., through checkout links), we collect certain information on your behalf as a data processor/service provider, and independently for our own platform purposes (such as fraud prevention and service integrity) as a data controller. See our Privacy Policy for details on how we handle personal data.

You are responsible for: (a) ensuring that your collection and use of buyer data through the Service complies with all applicable privacy and consumer protection laws; (b) providing any required privacy notices to your buyers; (c) obtaining any consents required by law before collecting buyer data through the Service; and (d) not using the Service to knowingly collect personal information from children under 13 without complying with applicable law, including COPPA. A Data Processing Addendum is available upon request for sellers who require one.

10. Intellectual Property

The Service, including its design, features, code, and documentation, is owned by Opterra Systems, LLC and protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works based on the Service without our prior written consent.

11. Disclaimer of Warranties

12. Limitation of Liability

13. Indemnification

You agree to indemnify, defend, and hold harmless Opterra Systems, LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Service, your violation of these Terms, or your violation of any rights of a third party.

14. Modifications to Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or by posting a notice within the Service at least 30 days before the changes take effect. If you do not agree with the revised Terms, you may cancel your account before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms.

15. Termination

We may suspend your access to the Service immediately and without prior notice if we reasonably believe: (a) your account poses a fraud, security, or legal risk; (b) you have received excessive chargebacks or payment disputes; (c) a third-party platform (such as Meta, Stripe, or Shippo) has restricted or terminated your access; or (d) continued access would violate applicable law. We will notify you of any suspension promptly and, where feasible, provide an opportunity to resolve the issue.

We may terminate your access to the Service for cause, including violation of these Terms or non-payment, with reasonable notice. Upon termination, your right to use the Service ceases immediately. We will make your data available for export for a reasonable period (generally 30 days) following termination, unless export is restricted due to an active fraud investigation, legal hold, unpaid balance, or third-party platform restriction.

16. Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms to the extent that such failure or delay results from circumstances beyond our reasonable control, including but not limited to: natural disasters, acts of government, internet or telecommunications failures, power outages, third-party platform outages or API changes (including Meta, Stripe, and Shippo), cyberattacks, or labor disputes. We will use commercially reasonable efforts to minimize the duration and impact of any such event and will notify you promptly when the force majeure condition has ended.

17. Governing Law and Disputes

These Terms are governed by the laws of the State of Oregon, without regard to conflict of law principles.

Informal Resolution. Before filing any formal claim, you agree to first contact us at legal@sellary.app with a written description of your dispute. We will attempt to resolve the matter informally within 30 days. If the dispute is not resolved within that period, either party may proceed as described below.

Jurisdiction. Any dispute arising from these Terms or the Service that cannot be resolved informally shall be brought exclusively in the state or federal courts located in Multnomah County, Oregon, and you consent to the personal jurisdiction of such courts. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction. Notwithstanding the foregoing, either party may bring claims in small claims court if the claim qualifies.

18. General Provisions

• Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Opterra Systems, LLC regarding the Service.
• Severability. If any provision is found unenforceable, the remaining provisions remain in full force and effect.
• Waiver. Failure to enforce any right or provision does not constitute a waiver of that right or provision.
• Assignment. You may not assign your rights under these Terms without our prior written consent. We may assign our rights in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, and will notify you of any such assignment.
• Survival. Sections 4 (Beta), 8 (Your Content), 11 (Warranties), 12 (Liability), 13 (Indemnification), 16 (Force Majeure), and 17 (Governing Law) survive any expiration or termination of these Terms.
• No Agency. These Terms do not create any agency, partnership, joint venture, or employment relationship between you and the Company. You may not represent or imply any such relationship to any third party.
• Notices. We may provide notices to you by email to the address associated with your account, by in-app notification, or by posting within the Service. Notices are deemed received when sent by email, when posted in-app, or when published to the Service. You may send notices to us at legal@sellary.app.

19. Contact

If you have questions about these Terms, contact us at legal@sellary.app.