Shelf Talker LLC Subscription Agreement

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this Subscription Agreement:

"Account" means a unique account created for You to access our Service or parts of our Service.

"Agreement" means this Subscription Agreement, to be used in conjunction with our User Agreement, Privacy Policy and License Agreement, that form the entire agreement between You and the Company regarding the use of the Service.

"Billing Cycle" means the recurring period—monthly or annual—You select for Your Subscription and for which the Subscription Price is charged in advance.

"Brand Kit" refers to branding or copyrighted or trademarked content such as text, images, colors, fonts, logos, or other information that can be posted, uploaded, linked to, or otherwise made available by You, regardless of the form of that content in connection to a business or entity of which You have authorization to apply to the marketing materials You create in the Service.

"Company" (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Shelf Talker LLC, a Michigan Limited Liability Company.

"Content" refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.

"Designs" refers to Content templates including text, images, or other information that are made available within the Service and can be edited, posted, uploaded, linked to, or otherwise made available by You, regardless of the form of that content.

"Free Trial" means a time-limited period during which You may access Pro features at no charge before any Subscription Price is charged, as described in this Agreement.

"Plan" means a subscription tier offered by the Company (for example, Essential, Pro, or Pro + Team), together with the features, limits, and price applicable to that tier.

"Product Sheet" refers to the Content forms that You or a Team leader or administrator can fill in including text, images, or other information that are made available within the Service and can be edited and shared among Pro + Team members to be used to automatically populate a Design template.

"Renewal" means the automatic continuation of Your Subscription for a further Billing Cycle at the end of the current Billing Cycle, unless cancelled.

"Seat" means an additional team member position added to a Pro + Team Plan, billed at the per-Seat price for the selected Billing Cycle.

"Service" refers to the mobile application software program, Shelf Talker, designed to be downloaded, installed, and operated on handheld wireless communication devices such as smartphones or tablets and all the content, services, or features the user can access within the software application and the shelftalkerapp.com Website.

"Subscription" means Your paid access to a Plan for a recurring Billing Cycle.

"Subscription Price" means the recurring fee for Your Plan and Billing Cycle, exclusive of applicable taxes, as set out in this Agreement and at the point of purchase.

"Team" means the group of Accounts associated with a single Pro + Team Subscription.

"Website" refers to the Shelf Talker website, accessible from https://shelftalkerapp.com.

"You" means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

This is an Agreement governing the use of this Service and the terms that operate between You and the Company regarding Your Subscription. This Agreement sets out the rights and obligations of all subscribers regarding paid access to the Service.

Your access to and use of any paid features of the Service is conditioned on Your acceptance of and compliance with this Agreement. This Agreement is used in combination with the User Agreement and License Agreement to form the Service Terms, and is to be read together with Our Privacy Policy.

By starting a Free Trial or purchasing a Subscription, You agree to be bound by this Agreement. If You disagree with any part of this Agreement, then You may not purchase or use the paid features of the Service.

You must be at least 18 years of age to purchase a Subscription.

Where the Service is Offered

The Service is offered in the United States only. We do not offer, market, or sell the Service outside the United States, and the Mobile App is listed only on the United States App Store and Google Play storefronts. If You are located outside the United States, the Service is not offered to You and You should not create an Account.

We expect to extend the Service to other countries over time. Until We do, where this agreement describes a right arising under the law of another country, that protection is offered voluntarily, and does not indicate that We offer the Service in that country. We would rather give every user those protections than withhold them from anyone the law happens to cover.

Subscription Plans & Pricing

The Company offers the following Plans. Prices are in U.S. dollars and are exclusive of any applicable taxes, which may be added at the point of purchase. Plan features, limits, pricing, and availability may change from time to time as permitted by law and as described in the "Price Changes" section below.

Notes on the Pro + Team Plan:

• Storage and Brand Kits are shared by the Team, not granted per Seat. The 10 GB of storage and 50 Brand Kits are the Team's collectively, counted across all of its members.
• The Team's Product Sheets and Brand Kits are managed by the Team's owner or an admin, who may create, edit, and delete them. Every other member of the Team may use any of them on their Designs but cannot change them.

What You are buying is recurring access, for the duration of each Billing Cycle, to the Plan You select and the features and limits associated with that Plan. The specific Plan, Billing Cycle, and Subscription Price applicable to You are those You select and confirm at the point of purchase.

Free Trial

The Company may offer a Free Trial of the Pro Plan lasting fourteen (14) days. The Free Trial gives You access to Pro features at no charge for the trial period.

We do not collect a payment method to begin the Free Trial, and the Free Trial does not automatically convert into a paid Subscription. Your payment method will not be charged when the Free Trial ends.

When the fourteen (14) day period ends, the Free Trial simply expires: Pro features are turned off and Your Account returns to the free, unsubscribed level. To keep using Pro features — or to subscribe to any paid Plan — You must actively select a Plan and Billing Cycle and complete the purchase. Only at that point is Your payment method charged the applicable Subscription Price, and only then does recurring billing begin and continue automatically each Billing Cycle until You cancel, as described below.

Because the Free Trial does not auto-convert and no charge occurs when it ends, You do not need to cancel anything to avoid being charged — if You take no action, the trial simply expires. Only one Free Trial is available per user unless the Company indicates otherwise.

Automatic Renewal Disclosure

AUTOMATIC RENEWAL — PLEASE READ. Your Subscription automatically renews. At the end of each Billing Cycle, Your Subscription will automatically renew for another Billing Cycle of the same length, and Your payment method will be charged the then-current Subscription Price, unless You cancel before the renewal date.

• Recurring charge: the Subscription Price for Your selected Plan (see "Subscription Plans & Pricing"), plus applicable taxes.
• Billing frequency & term: You are charged once per Billing Cycle—every month for a monthly Plan, or every year for an annual Plan—and each renewal term is the same length as the Billing Cycle You selected.
• How to cancel: You can cancel online at any time—no phone call required—through Your device's subscription-management area for purchases made within an app store or at https://shelftalkerapp.com for purchases made through the website. Cancellation takes effect at the end of the current paid Billing Cycle.

Billing & Payment

You agree to pay all applicable fees and taxes associated with Your selected Plan. The Subscription Price is charged in advance for each Billing Cycle.

When selecting a monthly payment method, You will be charged on the same day of the month that You originally subscribed, each consecutive month until You cancel Your Subscription. When selecting an annual payment method, You will be charged on the same day of the original subscription in each consecutive year until You cancel Your Subscription.

Changing Plans. If You switch to a different Plan mid-cycle, the difference between the Plans is prorated for the remainder of the current Billing Cycle. Adding or removing Seats on a Pro + Team Plan is prorated the same way.

How Your Subscription is billed depending on where You bought it.

• Purchases made inside the app are processed through the Apple App Store for iOS users and the Google Play Store for Android users. Billing, renewal, and cancellation are also subject to the applicable store's terms, and management of the Subscription must be completed through that store account.
• Purchases made on the Website are processed through Stripe. Billing, renewal, and cancellation for those Subscriptions are managed through the Website.

The Subscription Price is the same whichever way You buy.

Failure to maintain a valid Subscription or payment method may result in loss of access to paid features.

Price Changes

The Company reserves the right to adjust, increase, decrease, and remove, whether temporarily or permanently, the cost of a monthly or annual subscription for any Plan level at any time. The Company reserves the right to reduce or waive the cost for any single subscriber of their choosing at any time.

We will give at least 30 days' notice before any price increase takes effect on Your Subscription. You may cancel Your Subscription before the increase takes effect without penalty. Any price change will not apply to a Billing Cycle for which You have already paid.

Cancellation & Effect of Cancellation

You may cancel Your Subscription at any time. If You are using Our Free Trial portion of the Service, You may end Your relationship with the Company by simply ceasing to use the Service before the Free Trial ends. If You are under a monthly or annual Subscription Plan, You may downgrade or cancel Your Plan within Your mobile device's subscription management area for purchases made within an app store or at https://shelftalkerapp.com for purchases made through the website. Cancellation is available online and does not require a phone call.

Effective date of cancellation. When You cancel, Your cancellation stops future Renewals. You keep access to the paid features of Your Plan until the end of the Billing Cycle You have already paid for, and no refund or credit is given for the remainder of that Billing Cycle. Your Subscription will not renew after that.

What happens to Your Content. After Your Subscription ends, Your Designs, Product Sheets, and Brand Kit information are retained for 90 days and then deleted. Before that deletion We send two reminder emails, the first about two weeks beforehand and the second about one week beforehand. You are encouraged to keep Your own copies of anything You wish to preserve.

Renewal Reminders

Where required by applicable law, the Company will send You reminder notices regarding the automatic renewal of Your Subscription and any related price change. This includes, without limitation, reminders required for consumers in California, for Free Trials longer than 30 days, and for Subscription terms longer than one year. Reminders will be sent to the email address associated with Your Account or by in-app notice.

Refunds

Except as required by applicable law or as expressly stated in this Agreement, Subscription payments are non-refundable, and there are no refunds or credits for partial Billing Cycles. Proration applies to Plan and Seat changes as described under "Billing & Payment", not to cancellation.

Subscriptions purchased through the Apple App Store or Google Play Store are subject to the applicable store's refund policies, and refund requests for those purchases must be made through Apple or Google. For Subscriptions purchased on the Website and processed through Stripe, refunds beyond the proration described above are at the Company's discretion unless a refund is required by law.

Nothing in this section limits any non-waivable statutory right You may have. In particular, if You are a consumer resident in the European Economic Area, the United Kingdom, or another jurisdiction granting a statutory withdrawal or "cooling-off" right, You may have the right to withdraw from Your purchase within 14 days under the EU Consumer Rights Directive (Dir. 2011/83/EU) or the UK Consumer Contracts Regulations 2013, subject to the conditions and exceptions in that law, including where You have requested that the Service begin during the withdrawal period.

Company Rights — Suspension and Termination

The Company reserves the right to suspend or terminate Your access to the Service at any time based on the status of Your Account under this Subscription Agreement, including, without limitation, failure to pay.

The Company may suspend, restrict, or terminate Your Account and access to the Services, with or without prior notice or liability, if We believe, in Our sole discretion, that Your use may violate the Service Terms, applicable law, or other legal requirements, or if Your use poses a risk to the Company, other users, or third parties. We will give You reasonable advance notice (typically 30 days) before terminating a paid Subscription except in cases of serious breach of the Service Terms, fraud, or legal compulsion. For EU, UK, Australia, Quebec consumers, termination is consistent with Consumer Rights Directive, UK Consumer Rights Act, and the Australian Consumer Law respectively.

Upon suspension, restriction, or termination, Your right to use the paid features of the Service will decrease or cease immediately. You understand that if Your Account is suspended or terminated, You may no longer have access to the Content that is stored within the Service.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

This Agreement may have been translated if We have made it available to You on our Service.

You agree that the original English text shall prevail in the case of a dispute.

Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule. Your use of the Service may also be subject to other local, state, national, or international laws.

Any legal suit, action or proceeding arising out of or related to this Agreement or Your Subscription shall be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan in each case located in Kent County. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.

Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company through the form provided on the profile page or at privacy@shelftalkerapp.com.

Changes/Updates to this Subscription Agreement

We may update this Agreement from time to time. The "Effective Date" at the top reflects the most recent revision. We will retain prior versions and link to them from the Mobile App's Profile page and the footer of the Shelf Talker Website.

If We make material changes (e.g., changes that materially affect Your rights or obligations, including pricing, renewal, or cancellation terms), We will:

1. provide at least 30 days' advance notice by email to the address associated with Your Account, by in-app notice, and on the Website;
2. for consumers in the EEA, UK, Australia, Quebec, and other jurisdictions where mandatory consent is required for adverse changes, obtain Your affirmative re-acceptance (e.g., a click-through modal) before the change applies to You; and
3. offer You a reasonable opportunity to cancel Your Subscription without penalty if You do not accept the change.

For non-material, clarifying, or legally required changes, continued use of the Service after the "Effective Date" date constitutes acceptance, subject to applicable consumer-protection laws.

Links to the most recent update of the Agreement, as well as the Privacy Policy, User Agreement, and License Agreement documents can be found on the Profile page within the Mobile App. These same documents can also be found at the bottom of the Shelf Talker Website, https://shelftalkerapp.com.

You are advised to review this Subscription Agreement periodically for any changes.

Accessibility

We are committed to making the Service accessible. We design and test the Mobile App and Website to conform substantially to the Web Content Accessibility Guidelines (WCAG) 2.2 Level AA. If You encounter accessibility barriers, please contact support@shelftalkerapp.com and We will make reasonable efforts to address the issue.

Contact Us

If You have any questions or concerns about this Subscription Agreement, please contact us at support@shelftalkerapp.com.

For legal or privacy related questions or concerns, please contact Steven Schaner at privacy@shelftalkerapp.com.

The Company can also be reached through the Contact Us button located on Your Profile Page within the Mobile App.