Software as a Service Agreement

AgentMachine LLC d/b/a Batchly · Master Client Terms of Service · Effective Date: August 13, 2026

This is the Batchly SaaS Client Agreement between AgentMachine LLC (d/b/a Batchly) and you. Return to batchly.shop.

This Software as a Service Agreement (the “Agreement”) is entered into by and between AgentMachine LLC, a limited liability company doing business as Batchly (“Company,” “Batchly,” “we,” “us,” or “our”), and the entity or individual accepting this Agreement (“Client,” “you,” or “your”). This Agreement governs Client’s access to and use of the Batchly platform, software, applications, APIs, AI features (including Shophand), websites, and related services (collectively, the “Services”).

Capitalized terms have the meanings set forth in Section 1 or elsewhere in this Agreement. In the event of conflict between this Agreement and any Order Form, Privacy Policy, or other document, this Agreement controls with respect to liability, data rights, arbitration, and indemnity, unless an Order Form expressly states otherwise and is signed by an authorized Company officer.

1. Definitions

“Aggregated Data” means data, information, or insights derived from Client Data or other data that has been aggregated, anonymized, de-identified, or otherwise processed so that it does not identify Client or any individual End Customer.

“AI Interaction Data” means all data, transcripts, recordings, prompts, outputs, recommendations, call logs, and related information generated by or in connection with any artificial intelligence or automated features of the Services, including Shophand Front Desk and The Usual.

“Client Data” means all data, content, information, and materials that Client or its Authorized Users input into, upload to, or otherwise make available through the Services, including Inventory Data, Transaction Data, Customer Data, and Usage Data, but excluding Aggregated Data and Company IP.

“Customer Data” or “End Customer Data” means any personal information, contact information, purchase history, membership data, phone numbers, emails, or other information relating to Client’s customers or prospective customers that is collected, processed, or stored through the Services.

“Order Form” means any ordering document, subscription confirmation, online checkout, or written agreement specifying the Services, fees, term, and other commercial terms, which is incorporated into this Agreement by reference.

“Services” means the Batchly software platform and all related features, including inventory management, dual pricing register, Shophand AI, reports, loyalty/memberships, crew tools, online selling integrations, API, webhooks, and any updates or new features.

2. Binding Arbitration; Class Action Waiver; Jury Trial Waiver

2.1 Mandatory Individual Arbitration. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE RELATIONSHIP BETWEEN THE PARTIES (COLLECTIVELY, “DISPUTES”), INCLUDING THE EXISTENCE, VALIDITY, INTERPRETATION, PERFORMANCE, BREACH, OR TERMINATION OF THIS AGREEMENT, SHALL BE RESOLVED EXCLUSIVELY BY BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS COMMERCIAL ARBITRATION RULES (OR CONSUMER RULES IF APPLICABLE AND REQUIRED BY LAW). THE ARBITRATION SHALL BE CONDUCTED BY A SINGLE ARBITRATOR. THE SEAT OF ARBITRATION SHALL BE WILMINGTON, DELAWARE, OR, AT THE PARTIES AGREE OR THE ARBITRATOR DETERMINES, CONDUCTED REMOTELY BY VIDEO CONFERENCE. THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION AGREEMENT. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.

2.2 Class Action Waiver. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE, THEN THE ENTIRETY OF THIS SECTION 2 SHALL BE NULL AND VOID (EXCEPT FOR THE JURY WAIVER).

2.3 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE.

2.4 Exceptions. Notwithstanding the foregoing, either party may seek provisional or injunctive relief in a court of competent jurisdiction to protect its intellectual property rights, confidential information, or to prevent imminent irreparable harm, without waiving the right to arbitration. Small claims court actions for individual claims within the court’s jurisdictional limits are also permitted.

2.5 Confidentiality; Fees. The arbitration proceedings and award shall be confidential. The arbitrator may award attorneys’ fees and costs to the prevailing party as permitted by applicable law or this Agreement. Each party shall bear its own costs of arbitration unless the arbitrator determines otherwise.

2.6 Limitation Period. Any claim or cause of action arising under this Agreement must be filed within one (1) year after the claim arose, or be forever barred.

3. Access to Services; Limited License

Subject to Client’s continuous compliance with this Agreement and timely payment of all fees, Company grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for Client’s internal business operations during the Term. Client may not reverse engineer, decompile, copy, modify, or create derivative works of the Services, or use the Services to build a competing product. Company reserves all rights not expressly granted.

Company may modify, suspend, or discontinue any feature of the Services at any time, with or without notice. Free or beta features are provided solely at Company’s discretion and may be terminated at any time without liability.

4. Client Data; Broad License Grant to Company; Ownership of Aggregated Data

4.1 Client Ownership of Raw Client Data. As between the parties, Client retains all right, title, and interest in and to Client Data, subject to the license granted below and Company’s ownership of Aggregated Data and Company IP.

4.2 Broad Perpetual License Grant. Client hereby grants to Company a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable right and license to collect, access, use, process, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, aggregate, anonymize, de-identify, analyze, commercialize, sell, license, and otherwise exploit any and all Client Data (including without limitation Transaction Data, Inventory Data, Customer Data, Usage Data, AI Interaction Data, call transcripts, and any other data inputted into, generated by, or derived from Client’s use of the Services) for any purpose whatsoever, including but not limited to: (a) providing, operating, maintaining, and improving the Services and Company’s products; (b) training, developing, refining, and improving artificial intelligence, machine learning models, algorithms, and related systems (including Shophand and any future AI features); (c) creating, using, and commercializing Aggregated Data, anonymized datasets, statistical insights, benchmarks, and analytics products or services; (d) marketing, promoting, and advertising Company’s business and services; (e) complying with legal obligations; and (f) any other commercial, research, or business purpose. This license is irrevocable and survives the termination or expiration of this Agreement indefinitely.

4.3 Ownership of Aggregated Data and Derivatives. Company shall own all right, title, and interest in and to all Aggregated Data, Anonymized Data, and all derivatives, models, trained systems, insights, and work product derived from or incorporating Client Data or Usage Data. Client assigns to Company any rights Client may have in such Aggregated Data or derivatives.

4.4 Client Representations and Warranties Regarding Data. Client represents, warrants, and covenants that: (a) Client has all necessary rights, titles, consents, licenses, and authority (including from all End Customers under applicable privacy laws, the Telephone Consumer Protection Act (TCPA), state recording consent laws, CCPA/CPRA, and any other applicable law) to provide Client Data to Company and to grant the licenses set forth in this Section 4; (b) Company’s exercise of the licenses will not infringe, misappropriate, or violate any third-party rights or any law; (c) Client has provided all required notices and obtained all required consents from End Customers for the collection, use, recording, transcription, storage, and secondary commercial uses contemplated herein, including AI training and commercialization of aggregated insights; and (d) Client will maintain complete and accurate records of all such consents and will provide them to Company upon request. Client remains the data controller with respect to End Customer Data; Company acts as a processor or service provider to the extent required by law, subject to the broad contractual rights granted herein.

4.5 Survival. The licenses and ownership provisions of this Section 4 survive termination of this Agreement for any reason, without limitation of time.

5. Fees, Payment, and Taxes

Client shall pay all fees set forth in the applicable Order Form or pricing page in accordance with the payment terms therein. Fees are non-refundable except as expressly required by law or as Company may determine in its sole discretion. Company may change fees upon notice (email or in-app sufficient); continued use after the effective date of a price change constitutes acceptance. Late payments accrue interest at 1.5% per month or the maximum permitted by law. Company may suspend Services for non-payment without liability. Client is responsible for all applicable taxes, excluding taxes based on Company’s net income.

6. Client Obligations, Acceptable Use, and Compliance

Client is solely responsible for: (a) all activity under its accounts and by its Authorized Users; (b) the accuracy, quality, and legality of Client Data; (c) obtaining and maintaining all required consents from End Customers (including for SMS, call recording, and data uses); (d) compliance with all laws applicable to Client’s business, including without limitation payment surcharge/disclosure laws, dual pricing laws, TCPA, privacy laws, food/pharma regulations if applicable, tax laws, and consumer protection laws; (e) verifying all AI outputs, inventory recommendations, reports, and actions before relying on them; (f) configuring and monitoring dual pricing, memberships, and billing rules; and (g) securing its own systems and credentials. Client shall not use the Services for any illegal purpose or in any manner that could harm Company or third parties. Client shall not attempt to circumvent any security or usage limits.

7. Intellectual Property

Company owns and retains all right, title, and interest in and to the Services, software, platforms, AI models, algorithms, documentation, Aggregated Data, and all related intellectual property (collectively, “Company IP”). Any feedback, suggestions, or improvements provided by Client are hereby assigned to Company and become Company IP. Client receives only the limited license set forth in Section 3. No rights are granted by implication.

8. Confidentiality

Each party agrees to protect the other party’s Confidential Information with at least the same degree of care it uses for its own similar information (but no less than reasonable care) and not to disclose it to third parties except as necessary to perform under this Agreement or as required by law. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known, or is independently developed. The data licenses in Section 4 are not limited by this Section.

9. Disclaimers of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR AVAILABILITY. WITHOUT LIMITING THE FOREGOING:

(a) COMPANY MAKES NO WARRANTY THAT THE SERVICES (INCLUDING ANY AI FEATURES SUCH AS SHOPHAND) WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS;

(b) COMPANY MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR USEFULNESS OF ANY AI-GENERATED CONTENT, TRANSCRIPTS, RECOMMENDATIONS, INVENTORY SUGGESTIONS, REPORTS, OR ACTIONS. AI FEATURES ARE EXPERIMENTAL AND MAY PRODUCE INCORRECT, INCOMPLETE, OR MISLEADING OUTPUTS. CLIENT IS SOLELY RESPONSIBLE FOR VERIFYING ALL INFORMATION AND FOR ALL BUSINESS DECISIONS;

(c) COMPANY HAS NO LIABILITY FOR THIRD-PARTY SERVICES, PAYMENT GATEWAYS, CARRIERS, INTEGRATIONS (INCLUDING QUICKBOOKS, WOOCOMMERCE, SOCIAL PLATFORMS), OR HARDWARE;

(d) COMPANY DOES NOT WARRANT THAT DUAL PRICING, FEE PASS-THROUGH, OR MEMBERSHIP BILLING FEATURES COMPLY WITH ANY PARTICULAR STATE OR LOCAL LAW; CLIENT IS SOLELY RESPONSIBLE FOR COMPLIANCE;

(e) NO ADVICE OR INFORMATION OBTAINED FROM COMPANY OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

10.1 Cap. COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR FIVE HUNDRED DOLLARS ($500), WHICHEVER IS GREATER.

10.2 Exclusion of Consequential Damages. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR ENHANCED DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, COST OF COVER, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.3 Exclusive Remedy. Client’s sole and exclusive remedy for any dissatisfaction with the Services or any claim against Company is to terminate this Agreement and cease use of the Services. Company may, in its sole discretion, issue a refund of prepaid unused fees as an alternative remedy.

10.4 Basis of the Bargain. The limitations in this Section 10 are a fundamental basis of the bargain between the parties and reflect the allocation of risk. Client acknowledges that the fees charged reflect these limitations.

11. Indemnification

Client shall defend, indemnify, and hold harmless Company and its officers, directors, members, employees, agents, affiliates, and licensors from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to: (a) Client Data or any claim that Client Data or Company’s use thereof pursuant to this Agreement infringes, misappropriates, or violates any third-party right or any law; (b) Client’s use of the Services; (c) any End Customer claim arising from interactions with Shophand, SMS messages, inventory, pricing, memberships, or Client’s business operations; (d) Client’s failure to obtain or maintain required consents (including TCPA, recording, and privacy consents); (e) Client’s violation of any law, including dual pricing, surcharge, consumer protection, privacy, or industry-specific regulations; (f) any chargeback, dispute, fine, or assessment related to transactions or memberships processed through or facilitated by the Services; (g) any security incident or data breach caused by Client or its systems; and (h) any breach of Client’s representations, warranties, or obligations under this Agreement. Company reserves the right to assume the exclusive defense of any matter subject to indemnification, at Client’s expense. Client may not settle any claim without Company’s prior written consent.

Company’s sole indemnification obligation is limited to defending Client against claims that the Services (as provided by Company and used in accordance with this Agreement) infringe a third party’s U.S. intellectual property rights, and then only to the extent such claim is not caused by Client Data, Client’s modifications, or combination with other items. Company’s liability under this limited indemnity is subject to the overall liability cap in Section 10.

12. Term and Termination

This Agreement commences on the Effective Date or the date Client first accesses the Services and continues until terminated. Either party may terminate for material breach if the other party fails to cure within fifteen (15) days after written notice (or immediately if the breach is incurable or involves non-payment, insolvency, or risk to Company). Company may terminate or suspend this Agreement or any Services immediately, with or without notice, for any reason or no reason, including for convenience, risk management, or if Company determines Client’s use poses legal, security, or reputational risk. Upon termination: (a) Client’s access ceases; (b) Client shall immediately cease all use and return or destroy Company Confidential Information; (c) all fees due become immediately payable; (d) the licenses granted by Client in Section 4 survive; and (e) Sections 2, 4, 7, 8, 9, 10, 11, 12, 13, and 14 survive. Company has no obligation to retain or export Client Data after termination except as required by law or for a limited period (not to exceed thirty (30) days) at Company’s discretion, and Company may charge for export assistance.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Subject to Section 2, the state and federal courts located in Wilmington, Delaware shall have exclusive jurisdiction over any action not subject to arbitration, and each party consents to personal jurisdiction there.

14. Miscellaneous

14.1 Entire Agreement. This Agreement, together with any Order Forms and the Privacy Policy (as updated from time to time), constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, and understandings. Company may update this Agreement by posting a revised version or providing notice; continued use constitutes acceptance of the updated terms. Client may not amend this Agreement except by a writing signed by an authorized officer of Company.

14.2 Assignment. Client may not assign or transfer this Agreement or any rights hereunder without Company’s prior written consent. Company may assign this Agreement freely, including in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this Section is void.

14.3 Severability; Waiver. If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed. The remaining provisions shall continue in full force. No waiver is effective unless in writing and signed. Failure to enforce any provision is not a waiver.

14.4 Force Majeure. Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, strikes, shortages of transportation, facilities, fuel, energy, labor, or materials, failures of third-party providers (including payment gateways, carriers, cloud providers, AI model providers, or integrations), internet or telecommunications failures, or cyber attacks.

14.5 Notices. Notices to Company shall be sent to support@batchly.shop and legal@batchly.shop (or such other address as Company designates). Notices to Client may be sent to the email or address associated with Client’s account. Notices are deemed given when sent by email or one business day after deposit with a nationally recognized courier.

14.6 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

14.7 Export; Compliance. Client shall comply with all applicable export control and sanctions laws. The Services may not be used in any country or by any person subject to U.S. embargo or restricted party lists.

14.8 Construction. Headings are for convenience only. “Including” means “including without limitation.” This Agreement may be executed electronically and in counterparts.

AgentMachine LLC d/b/a Batchly
Last Updated: August 13, 2026