Last Updated: June 19 2026. For
prior versions of our Terms, click here.

Please read these Smart Labels LLC (“Smart Labels”) Terms and Conditions of
Use (“Terms”) carefully. Your access to and use of the Products and Services
indicates that you have read, accepted and agree to these Terms and constitutes
your consent hereto. 

 

For purposes of these Terms, the
Smart Labels website, mobile application, any AI-enabled

valuation or price-range features, any integrations or workflows that assist
you in creating,

exporting, listing, posting, or publishing product listings to third-party
marketplaces (including

eBay), and any related software, firmware, documentation, content, and services
are referred

to collectively as the “Products and Services.”

 

These Terms are between you and
Smart Labels concerning your access and use of Products and Services (as
defined above). We want you to understand exactly what you are agreeing to when
you become a Smart Labels user.  Please
review the following Terms carefully before accessing, utilizing, registering
or creating an account for, or subscribing to the Products and Services.   If you or your device accesses the Smart
Labels website or mobile application (regardless of your payment or
subscription status) you acknowledge and agree that you are a user of the
Products and Services and are bound by the provisions of these Terms.   If
you do not agree to these Terms, please do not set up a user account, subscribe
or otherwise access or utilize the Products and Services. 

 

THESE TERMS CONTAIN A MANDATORY
INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION.  TO THE EXTENT IT APPLIES, THIS PROVISION
REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES,
RATHER THAN JURY TRIAL OR CLASS ACTIONS.

 

1.     READ OUR PRIVACY STATEMENTPOLICY

Please see our Privacy StatementPolicy
to understand our practices, located at https://www.qrsmartlabels.com/search.  By using the
Products and Services, you understand and consent to Smart Labels’ collection,
storage and use of your Account Data in accordance with Smart Labels’ Privacy PolicyStatement.
We encourage you to review the Privacy PolicyStatement
frequently.  Each party shall comply with its respective obligations under
applicable data protection laws (“DPL”). You will not perform any act that puts
Smart Labels in breach of its obligations, and nothing herein shall be deemed
to prevent any party from taking action it reasonably deems necessary to comply
with DPL.

 

2.     ACCEPTANCE OF THE
TERMS

These Terms may be accepted by clicking the “I accept” button if such button or
function is available or present via the user interface for the Products and
Services.  You also accept the Terms when
you access or start to use the Products and Services or otherwise attempt to
access the Smart Label website or application. 
By using the Products and Services, you affirm that you are of legal age
to enter into these Terms. You represent that you are at least eighteen (18)
years of age. If you use marketplace listing or posting features, you further
represent that you meet the minimum age and eligibility requirements of the
applicable third-party marketplace. You may not use the Products and Services
if you are a: (a) person who is not of legal age or otherwise not entitled to
form a binding contract with Smart Label, or (b) person who is barred from
receiving the Products and Services under the laws of any country including the
country in which you are a resident or from which you are using the Products
and Services.  If you are an individual accessing or using the Products
and Services on behalf of, or for the benefit of, any corporation, partnership
or other entity with which you are associated (“Organization”), then you are
agreeing to these Terms on behalf of yourself and such Organization, and you
represent and warrant that you have the legal authority to bind such
Organization to these Terms. References to “you” in these Terms will refer to
both the individual using the Products and Services and to any such
Organization for which the individual is acting.

 

Certain Products and Services, including AI-enabled
valuation features and third-party marketplace listing and posting workflows,
may be introduced or made available after your initial account creation. By
activating, accessing, or using any such AI-enabled features or marketplace
integration workflows, whether through an in-app prompt, feature activation
screen, or other mechanism presented by Smart Labels, you acknowledge that you
have reviewed and agree to these Terms as then in effect, including all provisions
relating to AI-enabled features, data use for AI model training, and
third-party marketplace integrations. If you do not agree to these Terms as
updated, do not activate or access such features. For new users, acceptance of
these Terms at account creation encompasses all features of the Products and
Services then available, including AI-enabled features and marketplace
integrations. Smart Labels may require affirmative acceptance (such as a
click-through confirmation) before granting access to certain features, and
your failure to provide such acceptance may limit the features available to
you.

 

3.     CHANGES TO THE
TERMS

Smart Labels may at its discretion modify,
update, add to, discontinue, remove or otherwise change these Terms at any
time. Each such modification will take immediate effect upon publication to the
website or mobile application and “last updated” date will be updated.  Smart Labels may provide you with notices,
including those regarding changes to these Terms, by email, text message,
postings or updates to the Smart Labels mobile application or other reasonable
means now known or hereinafter developed. 
A notice may be shown when you enter the mobile application for Products
and Services notifying you of the “Updated Terms” for a reasonable amount of
time. Your continued use of the Products and Services following any such
notifications, whether or not you have actual knowledge of or review the
updated Terms, constitutes your acceptance of such modifications and your
agreement to be bound thereby.  If you do
not agree to any modification of these Terms, your sole remedy is to
discontinue use of the Products and Services and/or cancel your subscription
for Products and Services in accordance herewith. Any updated Terms will
supersede previous versions. Smart Labels may also modify, update, or
discontinue specific features of the Products and Services, including AI
valuation methodologies, data sources, pricing algorithms, and marketplace
integrations, at any time without prior notice. Such modifications may result
in different valuations, price ranges, or functionality for the same or similar
items over time. Your continued use of the Products and Services following any
such modifications constitutes your acceptance of the changes.  In particular, for existing
customers signing up before June 19 2026,  upon first accessing any new AI-powered
feature (including but not limited to AI item recognition, AI-based
authentication, or AI image categorization), existing users will be presented
with a notification that requires
the user to affirmatively
acknowledgment the use of AI in
our Products and Services. Use of any
AI-powered feature of our Products
and Services constitutes
acceptance of such updated terms, including all AI-related disclaimers and
liability limitations set forth herein, as well as
continued acceptance of our most-current Terms and Privacy Statement.

 

4.     CREATING AN
ACCOUNT

Full use of the Products and Services requires that you create an account by
providing us with information such as your full name and a valid email address,
as well as a strong password (“Account Data”). You are responsible for all
activity that occurs in association with your account.  You will keep your Account Data safe and
secure and prevent unauthorized access to your Account Data and your account by
third parties, in particular by: (i) avoiding obvious user IDs or passwords,
(ii) by changing your password regularly, (iii) by ensuring that you do not
disclose your password(s) or grant any other user or third party access to your
Account Data or Products and Services, and (iv) by ensuring that you exit from
your account at the end of each session. 
You must notify us promptly of any unauthorized use or security breach
of your account or the Products and Services. Smart Labels is not liable for
any loss or damages caused by your failure to maintain the confidentiality of
your account credentials. Please contact Smart Labels via the website if you
discover or suspect any security breach related to the Products and Services      or your account.  You agree that Smart Labels may store and use
the Account Data you provide for use in maintaining and billing fees to your
account and as otherwise provided herein.  You agree and acknowledge that
business accounts may be subject to different protocols and requirements than
personal accounts, in Smart Labels discretion, including requiring additional
authentication or security measures for changes to account passwords or user
credentials. Account ownership and the ability to transfer or
reassign account access rights are reserved solely to the designated account
administrator. Requests to transfer account ownership, add or remove
administrative users, or change account permission levels must be submitted in
writing by the current account administrator and may require additional
identity verification. In the event of the death or incapacitation of the
account holder, Smart Labels may require official documentation to
demonstrate legal authorization before processing any account
access or ownership change requests.

 

5.     NECESSARY
EQUIPMENT

In order to use the Products and Services, you need both (i) a supported mobile
phone, tablet or computer with Internet access and (ii) Smart Labels QR code
stickers which can be purchased from various stores as detailed on the website
and subject to change from time to time. The maintenance and security of your
electronic equipment may influence the performance of the Products and Services
and it is your responsibility to ensure the equipment’s functionality.  Use of the Products and Services may require the
use of a broadband Internet connection or a mobile data connection. You are
responsible for any charges for your internet connection or data plan incurred
as a result of using or accessing the Products and Services. You should be
aware that your network provider may charge you for access to its network, the
duration of your mobile device’s connection to the network and the data volume
used to use the Products and Services    
. You are entirely responsible to check with
your network provider whether any such costs may apply before using the
Products and Services or products in this respect. You acknowledge and agree
that you will be solely responsible for all disputes with any Internet Service
or cell phone provider relating to the same.
In particular, use of the Smart Labels mobile application may incur extra and
substantial charges on devices that use a data plan. Smart Labels is not
responsible for and does not make any assurances about the availability,
functionality, or cost of any broadband internet connection or other data plan.

 

6.     DATA ANALYTICS

You agree that Smart Labels may collect and use technical data and related
information, including but not limited to technical information about your
mobile device and your use of the mobile application and the Products and
Services, such as such as log entries, diagnostics, bandwidth usage, WiFi
usage, performance information, and various other analytics coming from devices
tied to you, data necessary to provide AI valuation or price range estimates
and marketplace listing/posting workflows, and User Content as described in our
Privacy Statement.  This data is gathered to facilitate the provision of
Products and Services and product support.  Smart Labels may use this
information to improve the Products and Services and its products or to provide
additional Products and Services or technologies to you but will not disclose
your Account Data to third parties for their independent marketing or
promotional purposes unless you give consent.  Without your consent, Smart
Labels does not use the collected technical data and related information to
market products or services to you or to track or collect the websites you
visit or collect the content of any traffic on your network.  You have the
right to update your Account Data at any time. Such changes can be made by
logging into your account. Certain features of the Products and Services may
not be available if you restrict the collection, storage, or use of your
Account Data. You acknowledge and agree that Smart Labels may use User Content,
including product descriptions, images, metadata, pricing data, AI valuation
requests, marketplace listing information, and transaction outcomes, to train,
test, improve, and maintain its AI valuation algorithms, price-range estimation
models, and related machine learning systems. Smart Labels may aggregate and
de-identify such data and use, license, or sell such aggregate, de-identified
data for commercial purposes, including to third parties. You grant Smart
Labels a perpetual, irrevocable, worldwide, royalty-free license to use such
aggregate and de-identified data for any purpose, even after termination of
your account. For purposes of these Terms, "de-identified" means that
data has been processed to remove or obscure personally identifiable
information such that it cannot reasonably be used, alone or in combination
with other available information, to identify any individual user. Smart Labels
will maintain reasonable safeguards to prevent re-identification and will not
attempt to re-identify de-identified data or combine it with personally
identifiable information in a manner that would re-identify individual users. You may opt out of having your
User Content used to train, test, or improve Smart Labels' AI models by submitting[MW1] 
a request through your account settings or by contacting Smart Labels at help@qrsmartlabels.com. Upon receipt and verification of your opt-out
request, Smart Labels will cease using your identifiable User Content for AI
model training purposes within a commercially reasonable period, provided that:
(i) this opt-out does not apply to aggregate and de-identified data that has
already been incorporated into AI models or datasets prior to the effective
date of your opt-out request; (ii) opting out may limit or restrict your access
to certain AI-enabled features of the Products and Services that depend on user
data for personalization or optimization; and (iii) Smart Labels retains the
right to use your User Content for purposes other than AI model training as
otherwise permitted under these Terms and the Privacy PolicyStatement.
Your opt-out request will not affect any data that has already been lawfully
aggregated, de-identified, or incorporated into AI models prior to the
effective date of your request. Smart Labels
will not share your personally identifiable Account Data with third parties for
their independent marketing purposes without your consent, but aggregate and
de-identified usage data is not considered personally identifiable information
under these Terms or Smart Labels' Privacy PolicyStatement.
Smart Labels may create commercial analytics products, pricing trend insights,
benchmarking datasets, or market intelligence products using aggregated and
de-identified data derived from user activity, listing data, transaction
outcomes, AI interaction data, and derivative analytical models or statistical
learnings generated from such data. Such data may be combined across users and
customers and may be licensed, sold, or otherwise commercialized. Aggregated
data will not include directly identifiable personal information.

 

7.     USER CONDUCT

You must access and use our Products and Services via the mobile application
and only for legal, authorized, and acceptable purposes. You will not use (or
assist others in using) our Products and Services in ways that: (i) violate,
misappropriate, or infringe the rights of Smart Labels, including intellectual
property or other proprietary rights; (ii) are unlawful, harmful, illegal,
obscene, defamatory, threatening, abusive, libelous, intimidating, harassing,
hateful, racially, or ethnically offensive, harmful to minors in any way, or
instigate or encourage conduct that would be illegal, or otherwise
inappropriate, including promoting violent crimes; (iii) involve publishing
falsehoods, misrepresentations, or misleading statements; (iv) impersonate
someone; or (v) involve sending illegal or impermissible communications such as
bulk messaging, auto-messaging, auto-dialing, and the like.  You further agree not to do the following:
(a) remove any proprietary notice language corresponding to the Products and
Services; (b) access, use, copy, adapt, modify, duplicate, reverse engineer,
decompile, extract code from, prepare derivative works based upon, distribute,
license, sublicense, transfer, sell, trade, resell, display, perform, or
otherwise exploit the Products and Services in impermissible or unauthorized
manners, or in ways that burden, impair, or harm Smart Labels, or the Products
and Services, users or others, including but not limited to, directly or
through automated means; (c) send, store, or transmit viruses or other harmful
computer code through or onto our Products and Services; (d) gain or attempt to
gain unauthorized access to our Products and Services, website or mobile
application; (e) interfere with or disrupt the integrity or performance of our
Products and Services; (f) create accounts for our Products and Services
through unauthorized or automated means; (g) collect the information of or
about our users in any impermissible or unauthorized manner; (h) sell, resell,
rent, or charge for our Products and Services; (i) distribute or make our
Products and Services available to other users or any other third parties,
including allowing a third party to utilize your account; (j) use any AI
valuation or price-range outputs as the sole basis for any

purchase, sale, or pricing decision or represent such outputs as an appraisal
or guaranteed price; (k) submit inaccurate, unlawful, infringing, or misleading
listing content to any third-party

marketplace (including eBay) using the Products and Services; (l) circumvent,
disable, or

interfere with any marketplace authentication, permissions, posting limits, or
compliance

requirements applicable to listing or posting workflows; (m) represent
AI-generated valuations or price-range estimates as professional appraisals,
certified valuations, expert opinions, or guaranteed market values, or
otherwise misrepresent the nature, source, methodology, or reliability of
pricing information when listing items for sale or in any consumer-facing
communications; (n) represent or imply that Smart Labels has verified,
authenticated, inspected, or certified any item, listing, seller
representation, or item condition; or (o) describe or market any listing using
phrases such as “AI verified,” “Smart Labels verified,” “system guaranteed,” or
similar language that could reasonably imply Smart Labels endorsement,
certification, or verification of item value, authenticity, or listing
accuracy.  Unauthorized use of the
Products and Services may result in criminal and/or civil prosecution under
Federal, State, and local law. Please notify us via the website if you become
aware of misuse of our Products and Services or QR codes/labels. Changes to
account passwords or user credentials may require written authorization and/or
additional authentication or security protocols to protect users and accounts
from unauthorized use or misuse.  Users are further prohibited from: (j)
uploading, submitting, or asserting ownership of User Content they do not own
or for which they have not obtained all required rights, licenses, or
permissions; (k) using the Products and Services to engage in corporate
espionage, including capturing, transferring, or misappropriating proprietary
images, data, or intellectual property belonging to any employer, organization,
or third party without authorization; (l) transferring or attempting to
transfer account access, login credentials, or proprietary business data to any
unauthorized personal or third-party account. Smart Labels reserves the right
to immediately suspend or terminate any account engaged in such conduct and to
report such activity to appropriate authorities.

 

8.     UPDATES TO
SERVICES

 

Smart Labels may at any time and in its
sole discretion without prior warning or notice: (a) change, add, or remove
features and functionality of the Products and Services or suspend and/or cease
providing the Products and Services or any part of the Products and Services.
If you are dissatisfied with any material changes to the Products and Services
during a subscription, you may terminate your use of the Products and Services
as provided herein. Smart Labels is under no obligation to provide any or all features
and functionality to your Products and Services and may, at its discretion,
discontinue the provision of Software Updates (defined below) to certain
Products and Services; (b) disable or suspend your use of the Products and
Services including access to your account(s) and any files or other content
contained in your account(s) either temporarily or permanently (in accordance
with these Terms); (c) set a limit on the number of transmissions you may
send or receive through the Products and Services or on the amount of storage
space used for the provision of the Products and Services or any part of the
Products and Services to you; and (d) pre-screen, review, flag, filter, modify,
refuse, reject, block access to or remove any or all User Content from the
Products and Services. Smart Labels may update, retrain, replace, or
modify AI models, data sources, valuation methodologies, or third-party
integrations at any time. Such changes may result in different outputs,
valuations, price ranges, or recommendations for the same or similar items over
time. AI outputs may also change due to model retraining, training dataset
updates, or changes to AI model architecture, marketplace pricing trends,
economic conditions, supply and demand fluctuations, or third-party platform or
API changes. Smart Labels makes no guarantee of output consistency across time
periods.

 

9.     SOFTWARE AND
SOFTWARE UPDATES

The mobile application will communicate
with Smart Labels’ servers regularly to check for available updates, such as
bug fixes, patches, enhanced functions, missing plug-ins and new versions
(collectively, “Software Updates”). Such Software Updates may be in various
forms and are generally provided for the purposes of improving the performance,
security and reliability of the Products and Services.  By using the Products and Services, you agree
to receive all software updates and upgrades that Smart Labels sends to the
software included in the Products and Services.  If you disable the
automatic upgrade feature, if applicable, of the Products and Services      then certain functionality of the Products and
Services may be adversely impacted.  Even if you disable the automatic
upgrade feature of your Products and Services, Smart Labels may still implement
updates for certain applications within the Products and Services.

 

10.        USER CONTENT

 

You understand and agree that any
liability, loss or damage that occurs as a result of the use of any content or
information you provide for the Products and Services (“User Content”) that you
make available or access through your use of the Products and Services is
solely your responsibility. Smart Labels is not responsible for any public
display or misuse of your User Content, including any User Content you choose
to export, publish, list, or post to third-party services such as eBay. You
represent and warrant that you have all rights, licenses, consents, and
permissions necessary to submit User Content and, where applicable, to
authorize Smart Labels and any applicable third-party marketplace to host, use,
display, distribute, and transmit such User Content in connection with the
applicable workflow you select. You must review and approve all listing
content, including any AI-generated descriptions, titles, and pricing, before
authorizing submission to any third-party marketplace. Smart Labels does not act
as your agent, broker, or representative for purposes of any third-party
marketplace transaction and is not a party to any transaction between you and
any buyer or seller on a third-party marketplace. In connection with operating,
maintaining, servicing, upgrading the Products and Services, Smart Labels may
view any and all User Content.  Further,
Smart Labels reserves the right, but has no obligation, to monitor the
materials posted publicly and to limit or deny a user’s access to the Products
and Services or take another appropriate action if a user violates these Terms
or engages in any activity that violates the rights of any person or entity or
which Smart Labels, in its sole discretion, deems unlawful, offensive, abusive,
harmful or malicious. You represent and warrant that User Content is not
obtained or extracted in violation of third-party terms of service, automated
access restrictions, scraping restrictions, or marketplace data use policies.
By uploading or submitting User Content, you represent and warrant that: (i)
you are the lawful owner of such User Content or have obtained all necessary
rights, licenses, consents, and permissions to use it and to authorize Smart
Labels to use it as described herein; (ii) your User Content does not and will
not infringe, misappropriate, or violate the intellectual property, privacy,
publicity, or other rights of any third party; and (iii) you have not made and
will not make any false or fraudulent claim of ownership or authorization with
respect to such User Content. Fraudulent claims of content ownership may result
in immediate account termination and may subject you to civil or criminal
liability.

 

11.  ADVERTISEMENTS

You agree that Smart Labels may, as part
of the Products and Services, place or display to you or      users of the
Products and Services any advertisements, promotion materials or other content
and materials or products for promotional purposes.  Smart Labels may send
you marketing emails or newsletters and may try to contact you directly by
phone for marketing purposes in accordance with applicable laws and its Privacy
PolicyStatement. 

 

12.  PAYMENT

You agree that you will pay for the
Products and Services you purchase, and that Smart Labels may charge your
credit card or other payment processing account (as chosen by you) for any
purchases through the Products and Services. 
 Fees will be billed to the credit card or payment processing
account you designate during the registration process. If you want to designate
a different payment processing account or if there is a change in your credit
card or other payment processing account status, you must change your
information, which may temporarily disrupt your access to the Products and
Services while Smart Labels verifies your new payment information.  You are responsible for timely payment of all
fees and for providing Smart Labels with a valid payment method.  Smart Labels may suspend or terminate your
Products and Services without notice upon rejection of any credit card charges
or if your card issuer (or its agent or affiliate) seeks the return of payments
previously made for Products and Services. You agree Smart Labels may charge
interest on all amounts due that remain unpaid for thirty (30) days or more.
The monthly interest will equal up to one point five percent (1.5%) of the past
due amount or the highest rate allowed by law, whichever is less, until the
past due amount and interest is paid. Such rights are in addition to and not in
lieu of any other legal rights or remedies available to Smart Labels. Smart
Labels may refer your account to a third party for collection in the event of
ongoing default. Your use of listing and posting workflows may subject you to
fees, commissions, and other charges imposed by third-party marketplaces. You
are solely responsible for understanding and paying all such third-party fees.
Smart Labels' subscription fees and service charges are separate from and in
addition to any third-party marketplace fees.

 

13.  SUBSCRIPTION
SERVICES

Some Products and Services require an
ongoing subscription. You agree to pay your subscription fee in advance. Your
subscription period is stated in your subscription plan. Your subscription fee
will cover the Products and Services    
 covered
in your subscription plan. You may have a choice of subscription payment
options and may change your selected payment option by notifying Smart Labels
in accordance with the subscription plan. If for any reason you need to
reactivate a terminated subscription you may be charged a reactivation fee. If
you register for the Products and Services under a promotional subscription
fee, some additional restrictions may apply. Smart Labels may offer multiple
subscription plans with varying levels and Products and Services     .

 

14.  AUTOMATIC RENEWAL

To sign up for a subscription option with recurring payments, if available, you
must complete the required registration details online, and select the option
to automatically renew your subscription. 
If you choose a subscription option with recurring payments, you agree
that Smart Labels may automatically charge the subscription fee to the credit
or charge card provided and associated with your account at the beginning of
each period at the frequency you have selected unless and until you cancel the
subscription option in your account settings or by canceling your Products and
Services. You must cancel prior to the subscription fee being charged to the
credit or charge card. If you signed up at a promotional rate any renewals past
the promotional period will be charged at the then effective subscription fee.
Access to your Products and Services    
 will
not be established until Smart Labels or its agent has verified that the credit
card information is valid, accurate and that your credit card account is in
good standing.  

 

15.  PRICING

Prices for Products and Services may
change at any time, and Smart Labels does not provide price protection or
refunds in the event of a price reduction or promotional offering.  Price
updates, but excluding those that occur at the end of a promotional period,
will generally not take place until the renewal date for your subscription, and
if you are dissatisfied with the fee changes or additional charges, you may
terminate your use of the Products and Services because of the implementation
of such fee changes or additional charges and be entitled to a pro-rated refund
of any of your paid for, but unused, fees for using the Products and Services.
 A notice may be shown when you enter the mobile application for Products
and Services notifying you of any pricing change for a reasonable amount of
time. Your continued use of the Products and Services      following any such notifications, whether or
not you have actual knowledge of or review the updated pricing, constitutes
your acceptance of such modifications and your agreement to be bound thereby.
For clarity, any AI valuation or price-range information made available through
the Products and Services is an estimate for informational purposes only and is
not a guaranteed sale price, offer, appraisal, or valuation, and may differ
materially from prices available on third-party marketplaces, including
eBay. 

 

16.  THIRD-PARTY
SERVICES

Smart Labels may engage certain affiliates or other third parties (“Service
Providers”) to provide technical or other services relating to all or part of
the Products and Services, and you hereby agree that such involvement by these
Service Providers is acceptable. The Products and Services may also enable you
to connect to, or transmit User Content to, third-party services (including
eBay) in connection with listing or posting workflows. Your use of any
third-party services is subject to the third party’s terms, policies, and
settings, and Smart Labels is not responsible for third-party services and does
not control them. When you connect your account to third-party services such as
eBay, you authorize Smart Labels to access your account and perform actions on
your behalf in accordance with the permissions you grant. Smart Labels does not
store your third-party marketplace login credentials; access is maintained
through authorization tokens issued by the third-party platform. You may revoke
Smart Labels' access at any time through your Smart Labels account settings or
directly through the third-party platform's account settings, and such
revocation will take effect upon the third-party platform's processing of the
request. When you connect your Smart Labels account to a third-party
marketplace, you do so through that platform's authorization process (e.g.,
OAuth or similar protocol). Smart Labels does not store your third-party
marketplace login credentials; access is maintained through authorization tokens
issued by the third-party platform. You are responsible for reviewing the scope
of permissions requested during the authorization process before granting
access. Smart Labels will access your third-party account only within the scope
of permissions you approve, which may include the ability to create and publish
listings, retrieve pricing and product data, and manage listing status.
Revocation of access may result in loss of marketplace integration
functionality, and Smart Labels shall have no liability for any consequences of
your revocation. Smart Labels is not responsible for any loss of functionality,
incomplete listings, or other consequences resulting from your revocation of
access. If a third-party marketplace modifies, restricts, or discontinues its API,
authentication protocols, or integration capabilities, Smart Labels' ability to
provide related features may be impaired or terminated, and Smart Labels shall
have no liability for any resulting disruption or loss of functionality. You
acknowledge that you remain solely responsible for compliance with all
applicable third-party marketplace policies, including eBay's User Agreement
and seller policies. You may revoke Smart Labels' access at any time through
your account settings or the third-party platform. When using listing or
posting workflows, you agree to comply with all applicable third-party
marketplace requirements, including but not limited to eBay's listing policies,
prohibited items lists, intellectual property policies, and fee structures. Smart
Labels is not responsible for and makes no warranties regarding the success,
acceptance, or completion of any third-party marketplace listing or posting,
and shall not be liable for any enforcement actions, account suspensions,
penalties, or fees imposed by third-party marketplaces. Smart Labels does not
guarantee successful completion of any third-party integration, listing, or
posting. Technical issues, API changes, authentication failures, or marketplace
policy violations may prevent listings from being published. You remain
responsible for verifying that listings are successfully posted and remain
active. By using the Products and Services to list or post items on a
third-party marketplace, you represent that you maintain an active account on
the applicable marketplace that is in good standing and not subject to
suspension or restriction. You will promptly notify Smart Labels if your
marketplace account is suspended or restricted. Smart Labels may suspend your
access to marketplace integration features if it reasonably believes your
marketplace account has been suspended or restricted. Please see our Privacy PolicyStatement
to understand the extent to which any affiliate or third party may have access
to your account information or User Content.  Certain features of the Products and Services,
including AI-powered image recognition and QR code/barcode scanning
functionality, may be powered by or integrated with third-party technology
platforms, including but not limited to Google services. Such third-party
platforms operate under their own separate terms of service and privacy
policies, which are not governed by these Terms or Smart Labels’ Privacy Statement.
Smart Labels does not formally incorporate or guarantee compliance with any
third-party platform’s policies and you are encouraged to review those policies
independently. With respect to QR code and barcode scanning,
the Products and Services may identify and display information embedded in such
codes but does not automatically
access, follow, or validate external URLs or links contained therein. Smart
Labels makes no representations about the content, safety, or legality of any
external links identified or activated through
the scanning feature.

 

17.  TERMINATION

17.1    You
may request termination of your account and use of the Products and Services at
any time by communicating such request to Smart Labels via your account.  Any unused Products and Services fees,
including subscription fees, may not be refundable under this method of
termination. Upon termination of your account, certain information may not
immediately be deleted from Smart Labels’ system, including without limitation
log entries, diagnostics, analytics coming from devices tied to the user,
transaction details or information subject to search warrant, subpoenas, or
other legal process. Upon termination, Smart Labels may retain aggregate,
deidentified versions of your User Content for purposes of maintaining and
improving AI models and analytics.

17.2     Smart Labels
retains the absolute right and sole discretion to disable, suspend or terminate
your Products and Services at any time (with or without notice) if: (i) you are
in breach of any provision herein; (ii) you have demonstrated (regardless
of whether directly or through your actions or statements or otherwise) that
you do not intend to comply herewith; (iii) you use the Products or Services in
a manner that is, in Smart Labels sole discretion, offensive, abusive, harmful,
malicious or similar; (iv) your subscription charges are refused for any
reason; (v) you misuse the Products and Services;  (vi) you alter your use
the Products and Services or software in such a manner as to infringe upon the
intellectual property rights of Smart Labels or any third party; (vii) Smart
Labels decides to terminate the provision of the Products and Services or any
parts thereof (either worldwide or in the country where you are a resident or
from where you are Using the Products and Services);  or (viii) required by
law.

17.3     Upon any such
termination of your account, you will remain obligated to pay all outstanding
fees and charges relating to your use of the Products and Services before the
effective date of such termination, and where applicable, you will receive a
prorated refund of any of your paid for, but unused, Products and Services      fees.

17.4     Termination
of the Products and Services may result in the forfeiture and destruction of
all information associated with your account, including User Content. You are
entirely responsible for backing up your User Content stored with Smart Labels
or through the Products and Services    
 to
another location outside the Products and Services (e.g., by means of creating
local copies) to avoid loss of your User Content.  

 

18.  OWNERSHIP AND
LICENSE TO CONTENT

Smart Labels owns all right, title and interest in and to the Products and
Services, including without limitation all applicable intellectual property
rights or other proprietary rights in such Products and Services regardless of
whether registered/legally secured or not. Except for the rights expressly
granted to you in these Terms, Smart Labels retains all rights in or pertaining
to the Products and Services. Smart Labels does not claim ownership of
User Content. You must have the necessary rights to such User Content that you
submit through our Products and Services and the right to grant the rights and
licenses herein.  You grant Smart Labels
a worldwide, non-exclusive, royalty-free, sub-licensable, and transferable
license to use, reproduce, distribute, create derivative works of, and display,
the User Content. The rights you grant in this license are for the limited
purpose of operating and providing our Products and Services and as otherwise
provided herein and as described in our Privacy PolicyStatement.
AI-generated valuations, descriptions, or other outputs created by the Products
and Services are provided for your use in connection with the Services but do
not transfer any intellectual property rights to you. You may not republish,
resell, or create derivative AI tools based on Smart Labels' AI outputs.

 

19.  TRADEMARKS

You are not entitled to use any of Smart
Labels’ trade names, trademarks, service marks, logos, domain names, or other
distinctive brand features without Smart Labels’ prior written consent. You are
not permitted to remove, obscure, conceal, modify or otherwise alter any
proprietary rights notices, signs, trademarks, service marks, trade names,
logos or other marks of Smart Labels (including copyright and trademark
notices) which pertain to, are affixed to or which are contained within the
Products and Services and you agree not to use any such signs, trademarks,
service marks, trade names, logos or other marks of Smart Labels in a way that
is intended to, likely to or foreseeable to mislead others or cause confusion
about the owner, license holder or authorized user, as the case may be, of such
marks, names or logos.

 

20.  DISCLAIMERS

THE SERVICES (INCLUDING ANY MATERIAL, SOFTWARE AND FIRMWARE UPDATES DOWNLOADED,
INSTALLED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES) ARE PROVIDED
BY SMART LABELS ON AN “AS IS” AND “AS
AVAILABLE” BASIS AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. SMART LABELS
IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR MOBILE PHONE OR OTHER DEVICE AND THE
SOFTWARE THEREON OR ANY LOSS OF DATA THAT IS CAUSED BY OR RESULTS FROM THE
DOWNLOAD AND/OR USE OF THE SERVICES. 
SMART LABELS MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR
REQUIREMENTS OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE
OR ERROR-FREE; NOR DOES SMART LABELS MAKE ANY WARRANTY AS TO THE ACCURACY OR
RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES (INCLUDING THIRD
PARTY CONTENT), THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED OR THAT THE
SERVICES WILL BE COMPATIBLE WITH ANY OTHER SPECIFIC HARDWARE OR SERVICE.
WITHOUT LIMITING THE

FOREGOING, SMART LABELS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT

ANY AI VALUATION OR PRICE-RANGE OUTPUTS ARE ACCURATE, COMPLETE, CURRENT, OR

APPROPRIATE FOR YOUR PURPOSES, OR THAT ANY ITEM WILL SELL AT ANY PARTICULAR
PRICE

OR WITHIN ANY PARTICULAR TIMEFRAME. FURTHER, SMART LABELS DOES NOT WARRANT

THAT ANY LISTING OR POSTING WORKFLOW (INCLUDING ANY WORKFLOW INVOLVING EBAY)

WILL RESULT IN A SUCCESSFUL LISTING, POST, SALE, OR TRANSACTION, OR THAT ANY
THIRD-

PARTY MARKETPLACE WILL ACCEPT, PUBLISH, OR MAINTAIN ANY LISTING. CERTAIN
AI-ENABLED FEATURES, INCLUDING VALUATION AND PRICE-RANGE ESTIMATES, MAY BE
PROVIDED ON A BETA OR EXPERIMENTAL BASIS AND MAY PRODUCE INACCURATE,
INCONSISTENT, OR INCOMPLETE RESULTS. SMART LABELS MAY MODIFY, SUSPEND, OR
DISCONTINUE BETA FEATURES AT ANY TIME WITHOUT NOTICE. AI VALUATIONS ARE BASED
ON HISTORICAL DATA, MARKET CONDITIONS, AND ALGORITHMIC ANALYSIS THAT MAY NOT
ACCOUNT FOR ITEM CONDITION, AUTHENTICITY, PROVENANCE, LOCAL MARKET VARIATIONS,
SEASONALITY, RECENT MARKET SHIFTS, OR OTHER FACTORS MATERIAL TO ACTUAL VALUE.
VALUATIONS MAY VARY SIGNIFICANTLY FROM ACTUAL SALE PRICES AND ARE PROVIDED FOR
INFORMATIONAL PURPOSES ONLY. FURTHER, SMART LABELS DOES NOT WARRANT THAT THE
SERVICES OR THE SMART LABELS SERVERS THAT PROVIDE YOU WITH DATA AND CONTENT ARE
FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; SMART LABELS ALSO ASSUMES NO
RESPONSIBILITY FOR AND SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY VIRUSES
THAT MAY INFECT YOUR COMPUTER SOFTWARE OR OTHER HARDWARE.  SMART LABELS DISCLAIMS ALL WARRANTIES OF ANY
KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, INCLUDING
ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS. SMART LABELS HEREBY FURTHER
EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY CLAIMS FOR SERVICE FAILURES THAT ARE
DUE TO NORMAL PRODUCT WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION,
IMPROPER PRODUCT SELECTION OR YOUR NON-COMPLIANCE WITH ANY AND ALL APPLICABLE
FEDERAL, STATE OR LOCAL LAWS. THIS WARRANTY AND WARRANTY DISCLAIMER GIVE YOU
SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY BY STATE,
PROVINCE, OR COUNTRY. OTHER THAN AS PERMITTED BY LAW, SMART LABELS DOES NOT
EXCLUDE, LIMIT OR SUSPEND OTHER RIGHTS YOU HAVE, INCLUDING THOSE THAT MAY ARISE
FROM THE NONCONFORMITY OF A SALES CONTRACT. FOR A FULL UNDERSTANDING OF YOUR
RIGHTS, YOU SHOULD CONSULT THE LAWS OF YOUR STATE, PROVINCE, OR COUNTRY.  AI-POWERED FEATURES DISCLAIMER: CERTAIN
FEATURES OF THE PRODUCTS AND SERVICES UTILIZE ARTIFICIAL INTELLIGENCE AND
MACHINE LEARNING TECHNOLOGY TO IDENTIFY, CATEGORIZE, AND PROVIDE ESTIMATED
INFORMATION ABOUT ITEMS, INCLUDING POTENTIAL AUTHENTICATION OF PRODUCTS. ALL
SUCH AI-GENERATED IDENTIFICATIONS, CATEGORIZATIONS, AND AUTHENTICATION OUTPUTS
ARE ESTIMATES ONLY AND ARE PROVIDED FOR INFORMATIONAL PURPOSES. THEY DO NOT
CONSTITUTE A GUARANTEE, WARRANTY, OR CERTIFICATION OF AUTHENTICITY, ORIGIN,
LEGALITY, OR VALUE OF ANY ITEM. SMART LABELS EXPRESSLY DISCLAIMS ANY AND ALL
LIABILITY ARISING FROM RELIANCE ON AI-GENERATED ASSESSMENTS, INCLUDING WITHOUT
LIMITATION ANY CLAIMS RELATED TO COUNTERFEIT GOODS, FRAUDULENT LISTINGS,
MISLABELED PRODUCTS, OR INACCURATE AUTHENTICATION. USERS ASSUME ALL RISK
ASSOCIATED WITH RELIANCE ON AI FEATURE OUTPUTS, INCLUDING IN CONNECTION WITH
THE SALE, PURCHASE, OR LISTING OF GOODS ON ANY THIRD-PARTY PLATFORM OR
MARKETPLACE. SMART LABELS IS NOT RESPONSIBLE FOR ANY LEGAL LIABILITY, LOSS, OR
DAMAGE ARISING FROM THE LISTING OR SALE OF COUNTERFEIT, INAUTHENTIC, OR
OTHERWISE UNLAWFUL GOODS BASED ON AI FEATURE OUTPUT.

 

21.  LIMITATION OF
LIABILITY

NEITHER SMART LABELS, ITS SUPPLIERS, OR LICENSORS, NOR ANY OTHER PARTY INVOLVED
IN CREATING, PRODUCING, OR DELIVERING THE SERVICE WILL BE LIABLE FOR ANY
INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST
PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR
SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN
CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE
(INCLUDING ANY AI VALUATION OR

PRICE-RANGE FEATURE OR ANY THIRD-PARTY LISTING OR POSTING WORKFLOW), WHETHER
BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR
ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SMART LABELS HAS BEEN INFORMED OF
THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS
FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 
IN NO EVENT WILL SMART LABELS’ TOTAL LIABILITY ARISING OUT OF OR IN
CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE
EXCEED THE AMOUNTS YOU HAVE PAID TO SMART LABELS FOR USE OF THE SERVICE OR ONE
HUNDRED DOLLARS ($100).  THE EXCLUSIONS
AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE
BASIS OF THE BARGAIN BETWEEN SMART LABELS AND YOU. SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

 

22.  INDEMNITY

You will indemnify and hold harmless Smart Labels and its officers, directors,
employees, affiliates, agents, licensors, and contractors from and against any
claims, suits, actions, demands, disputes, allegations, or investigations
brought by any third party, governmental authority, or industry body, and all
liabilities, damages, losses, costs, and expenses, including without limitation
reasonable attorneys’ fees, arising out of or in any way connected with (i)
your access to or use of the Products and Services, (ii) your User Content
(including any User Content you list, post, publish, or transmit to a
third-party marketplace such as eBay), (iii) your breach or alleged breach of
any warranties made by you hereunder or your violation of any other provision
of these Terms, or (iv) your rights, violation of any law or the rights of a
third-party. Smart Labels reserves the right to assume control of the defense
of any third-party claim that is subject to indemnification by you, in which
event you will cooperate with us in asserting any available defenses.

 

23.  JURISDICTION AND
CHOICE OF LAW; DISPUTE RESOLUTION

These Terms and the relationship between you and Smart Labels will be governed
by the laws of the State of California without regard to its conflict of law
provisions. This shall not limit the protection afforded to you by provisions
that cannot be derogated from by agreement by virtue of applicable law. To the
extent possible under your local law, any dispute arising from or relating to
the subject matter of this Agreement will be finally settled by arbitration in
Marin County, California, using the English language in accordance with the
Streamlined Arbitration Rules and Procedures of Judicial Arbitration and
Mediation Products and Services, Inc. (“JAMS”) then in effect, by one
commercial arbitrator with substantial experience in resolving intellectual property
and commercial contract disputes, who will be selected from the appropriate
list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules
and Procedures of JAMS. Judgment upon the award so rendered may be entered in a
court having jurisdiction, or application may be made to such court for
judicial acceptance of any award and an order of enforcement, as the case may
be. Any arbitration under this Agreement will take place on an individual
basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND
AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND SMART LABELS ARE EACH
WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.  Notwithstanding the foregoing, Smart Labels
will have the right to institute an action in a court of proper jurisdiction
for injunctive or other equitable relief pending a final decision by the
arbitrator. The application of the United Nations Convention on
Contracts for the International Sale of Goods is expressly
excluded. You agree that if you choose to access the Smart Labels website
or mobile app from outside of the United States, other laws may apply and those
laws shall affect this Agreement only to the extent required by such
jurisdiction. In such a case, this Agreement shall be interpreted to give
maximum effect to the Terms hereof.

 

24.  SURVIVABILITY OF
TERMS

This Agreement is effective until terminated. All provisions of this Terms will
survive termination of your account, including warranty disclaimers, indemnity
and limitation of liability.

 

25.  SEVERABILITY

If any part of these Terms is determined to be invalid or unenforceable
pursuant to applicable law including, but not limited to, the warranty
disclaimers and liability limitations set forth above, then the invalid or
unenforceable provision will be deemed superseded by a valid, enforceable
provision that most closely matches the intent of the original provision and
the remainder of these Terms shall continue in effect.

 

26.  COMPLETE
AGREEMENT

These Terms, including the documents expressly incorporated by reference,
constitute the entire agreement between you and Smart Labels with respect to
its subject matter and supersede all prior or contemporaneous communications,
whether electronic, oral or written, between you and Smart Labels with respect
to its subject matter. 

 

27.  WAIVERS

Smart Labels’ failure to enforce any right or provision of these Terms will not
be considered a waiver of such right or provision. The waiver of any such right
or provision will be effective only if in writing and signed by a duly
authorized representative of Smart Labels. Except as expressly set forth in
these Terms, the exercise by either party of any of its remedies under these
Terms will be without prejudice to its other remedies under these Terms or
otherwise.

 

BY CREATING AN ACCOUNT OR ACCESSING OUR SERVICES, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND
UNDERSTAND THE FOREGOING TERMS AND AGREE THAT YOUR USE OF OUR SERVICES, INCLUDING
THE WEBSITE AND MOBILE APPLICATION IS AN ACKNOWLEDGMENT OF YOUR AGREEMENT TO BE
BOUND BY THESE TERMS.

 

28.  CONTACT US; YOUR COMMENTS AND CONCERNS

 

If you have any questions about these Terms or would like
to provide us with feedback, comments, requests for support, or other
communications relating to our Products and Services, please contact our
Customer Service at: help@qrsmartlabels.com or (650) 223-5776 or you may direct
mail to us at: Smart Labels, LLC, 427 Los Cerros Drive, Greenbrae, CA 94904.

 

Thank you for visiting Smart Labels!

 [MW1]David - ensure that the opt-out will extend into the
new features.