Updated: September 15, 2026

Network Terms of Service

These Network Terms of Service (these “Terms”), together with any order form or ordering document that references these Terms (each, an “Order”) and any exhibits incorporated herein (collectively, the “Agreement”), are entered into by and between Salsify, Inc., a Delaware corporation, with a principal place of business at One Financial Center, Suite 800, Boston, MA 02111 (“Salsify”), and the entity identified in the applicable Order (“Participant”). Each of Salsify and Participant may be referred to individually as a “party” or collectively as the “parties.” By entering into an Order that references these Terms, Participant agrees to be bound by these Terms as of the effective date set forth in such Order (the “Effective Date”).

1.    DEFINITIONS.

1.1.    “Aggregated Data” means technical data and other data created, received, or processed by or from the provision of the Services, provided that such data is derived or aggregated in deidentified form.  

1.2.    “Confidential Information” means all written or oral information, disclosed by one party (the “disclosing party”) to the other (the “receiving party”), related to the business, products, solutions, services or operations of the disclosing party or a third party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential, including the terms of this Agreement.  

1.3.    “Participant Platform” means the Participant website(s) and/or platform(s), including any mobile applications.

1.4.    “Services” means services provided by Salsify to Participant as described in any Order, which may include the provision and delivery of Supplier Content to Participant (whether via API, electronic file transfer, email or other electronic means) and, to the extent applicable, implementation services, integration services, configuration services, support services and other professional services.

1.5.    “Solutions” means Salsify’s proprietary, hosted product experience management solutions and related services it provides to its customers.

1.6.    “Supplier” means a product supplier or vendor that provides Supplier Content, and “Suppliers” means such product suppliers and vendors, collectively.

1.7.    “Supplier Content” means all Supplier product information, data and attributes requested by Participant and provided by the Supplier in support of the marketing and sale of Supplier’s products and services on the Participant Platform.

1.8.    “Usage Data” means information stored in log files, including internet protocol addresses, type of browser, Internet Service Provider, date/time stamp, referring/exit pages, and clicked pages.

2.    SERVICES.

2.1.    Data Exchange and API License. Salsify may provide Supplier Content to Participant, and the parties may exchange data, via an application programming interface, electronic file transfer, email, or such other electronic means as the parties may mutually agree. To the extent the parties use APIs in connection with the Solutions, each party shall make available to the other party application programming interfaces (“APIs”), specifications and information reasonably requested in order to allow Salsify to provide the Services. Each party hereby grants to the other party a non-exclusive, royalty-free, non-transferable (except as set forth herein) license to access and use the other party’s API(s) solely in connection with the provision of the Services.

2.2.    Restrictions. Neither party shall (i) permit any third party to access the Participant Platform, the Services, the Solutions or APIs except as permitted herein, (ii) copy, modify, disrupt, disassemble, decompile, reverse engineer or create derivative works based on the Participant Platform, the Solutions or the APIs, (iii) copy, frame, or mirror any part or content of the Participant Platform, the Solutions, or the APIs, (iv) access the Participant Platform or Solutions in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics, (v) upload, post, store, distribute, transmit, sell, promote or provide any products, services, Supplier Content, information, data or other material that (a) includes any personally identifiable information; (b) is defamatory, libelous, threatening, harassing, illegal to store or transmit or otherwise inappropriate; (c) encourages any conduct that could constitute a criminal offense.

2.3.    Responsibilities of Participant. In connection with the Services, Participant shall (i) promote the use of the Services to (a) all Suppliers whose goods or services are offered for sale on the Participant Platform or (b) that the Participant otherwise permits to communicate with Participant’s end-user customers on the Participant Platform, (ii) where applicable, deploy (or facilitate the deployment of) a JavaScript or equivalent tag on the Participant Platform that will enable the parties to deliver and measure the impact of the Services, (iii) provide Salsify with a description of its product information and content requirements, (iv) provide Salsify with a mutually agreeable format in which to communicate Supplier Content meeting such requirements, and (v) provide Salsify with a mutually agreeable means (whether via API, electronic file transfer, email or other electronic means) by which the Solutions may send Supplier Content to Participant.  In addition, Participant shall obtain the necessary permissions (via its supplier agreements, marketplace agreements or any other similar agreements between Participant and Suppliers), to use, display, publish, reproduce, distribute, transmit, display and modify the Supplier Content in connection with the provision of the Services.

3.    TERM.

3.1.    Term. This Agreement shall commence on the Effective Date and continue until terminated in accordance with the terms herein (the “Term”).

3.2.    Termination. Either party may terminate this Agreement (i) in the event of the other party’s material breach of this Agreement or any Order, provided that the breaching party fails to cure the specific breach within thirty (30) days following the date of written notice from the non-breaching party specifying the purported breach; or (ii) immediately upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of the other party’s debts.

3.3.    Post Termination Winding-Down. Participant acknowledges that the nature of the Services is such that overlapping contractual obligations may exist between Salsify and Suppliers related to Participant, its relationship with such Suppliers, and this Agreement (“Supplier Contracts”). Participant agrees that upon termination of this Agreement, in the event there are Supplier Contracts in existence, Salsify may elect, in its sole discretion, to continue providing the Services to Participant for the sole purpose of complying with the Supplier Contracts.

4.    FEES AND PAYMENT.  

4.1.    Fees. Participant will pay Salsify the fees set forth in each Order in accordance with this Agreement.

4.2.    Payment Terms. Except as otherwise expressly provided in an Order: (a) all fees will be billed annually in advance and are nonrefundable; and (b) all invoices issued by Salsify will be due and payable thirty (30) days after invoice date. If Participant fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law, provided that late charges will not accrue so long as Participant is actively disputing any invoices in good faith. Participant will reimburse Salsify for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or late charges.

4.3.    Taxes. The fees charged by Salsify do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use or withholding taxes accessible by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Participant agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent Salsify is legally required to collect, will be itemized on the invoice. If Participant has an obligation to withhold any amounts under any applicable law or tax regime (other than U.S. income tax law), Participant will gross up the payments so that Salsify receives the amount actually specified in the applicable Order and invoiced. If Salsify has a legal obligation to pay or collect Taxes for which Participant is responsible under this section, the appropriate amount will be invoiced and paid by Participant, unless, prior to the invoice date, Participant provides Salsify with a valid tax exemption certificate authorized by the appropriate taxing authority.

5.    NON-DISCLOSURE.

5.1.    Use and Disclosure. Except as otherwise expressly permitted, and without limiting each party’s obligations, under this Agreement, each receiving party agrees as follows: (i) it will not disclose the Confidential Information of the disclosing party to anyone except its employees, contractors, third party services and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement (each a “Representative”) and (ii) it will not use or reproduce the Confidential Information disclosed by the disclosing party for any purpose other than exercising its rights and/or performing its obligations as described herein.  Each receiving party will be liable for the acts and omissions of its Representatives with respect to the disclosing party’s Confidential Information. Confidential Information shall not include information that is (i) now or hereafter generally known to the public without breach of this Agreement, (ii) obtained by the receiving party from another source not known to have an obligation of confidentiality to the disclosing party, (iii) at the time of disclosure to the receiving party is already in the possession of the receiving party free of any confidentiality obligation, or (iv) independently developed by the receiving party without reference to any Confidential Information of the disclosing party. A receiving party may disclose Confidential Information to the extent required by law to be disclosed in connection with a judicial, administrative or other governmental proceeding, provided that the receiving party shall give the disclosing party prompt notice of any such requested disclosure and shall comply with any valid protective order that is obtained by such other party.

5.2.    Equitable Relief. The parties acknowledge that any actual or threatened breach of Section 5 may constitute irreparable harm to the other party for which monetary damages would be an inadequate remedy, and that the injured party may seek injunctive relief as an appropriate remedy for such breach.

5.3.    Return of Confidential Information. Upon the expiration or termination of the Agreement, each party shall promptly return, upon request by the other party, or destroy (at the option of the disclosing party) all Confidential Information in tangible form received from the other party hereunder, all copies thereof, and all summaries, reports and analyses prepared by the receiving party to the extent they reflect or contain any such information. In the event of the destruction of such information, the receiving party shall certify to the disclosing party in writing within thirty (30) days following such destruction that such destruction has been completed.  

6.    PRIVACY AND DATA.

6.1.    Privacy.  Salsify provides the Services subject to Salsify’s privacy policy and data protection rules located at https://www.salsify.com/privacy-policy. Participant shall maintain on the Participant Platform industry standard privacy policies that comply with all applicable legal requirements. To the extent Salsify processes any personal information subject to applicable privacy laws on Participant’s behalf in connection with the Services, such processing shall be governed by the data processing addendum available at https://www.salsify.com/legal/data-processing-addenda, which is incorporated into this Agreement by reference.

6.2.    Usage Data.  Participant acknowledges and agrees that Salsify may derive Usage Data in connection with use of the Services and Salsify may use Usage Data in order to develop, analyze, improve, support and operate the Solutions.

6.3.    Aggregated Data. Participant acknowledges and agrees that Salsify may obtain Aggregated Data from Suppliers’ or end-user customers’ use of the Participant Platform in connection with the provision of the Services, and Salsify may use the Aggregated Data to develop, analyze, improve, support and operate the Solutions.  For clarity, this Section 6 does not provide Salsify the right to identify Participant, the Participant Platform, Supplier or any end-user customer as the source of any Aggregated Data.

7.    INTELLECTUAL PROPERTY. Except for the limited rights provided in this Agreement or any applicable Order, no other right or license is granted to Participant or Salsify hereunder, no other use is permitted and each party (and its licensors) shall retain all right, title and interest (including all intellectual property and proprietary rights) in and to the Participant Platform, Solutions, APIs and all associated software and technology, respectively. For the avoidance of doubt, unless otherwise agreed pursuant to an Order, this Agreement grants Participant no right or license to access, use, host or operate the Solutions or any other Salsify software, platform or technology, whether on a software-as-a-service basis or otherwise. The Solutions may be used by Salsify solely to make Supplier Content available to Participant, and the only licenses granted to Participant under this Agreement are the limited API license set forth in Section 2.1 (and then only to the extent the parties use APIs) and the limited trademark license set out in Section 8.1.

8.    TRADEMARKS.

8.1.    Trademark License. Subject to the terms and conditions of this Agreement, each party grants to the other party a limited, non-exclusive, non-transferable (except as set forth in Section 12.7), non-sublicenseable, worldwide license to use and display such party’s name, logo and trademarks (“Trademarks”), for the purpose of informing Suppliers of the capacity to provide and deliver Supplier Content to Participant, subject always to each party’s standard trademark guidelines.

8.2.    No Acquisition of Rights. Each party agrees that it will not: (i) acquire any rights with respect to the other party’s Trademarks and that all use of Trademarks and all associated goodwill shall inure to the benefit of the other party; (ii) register or attempt to register the other party’s Trademarks or any confusingly similar mark anywhere in the world; and/or (iii) use the Trademarks in any manner that tarnishes the reputation of or otherwise unfavorably reflects upon the other party.

9.    REPRESENTATIONS & WARRANTIES; DISCLAIMERS

9.1.    Mutual Representations. Each party represents and warrants and covenants to the other party that (i) it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; and (ii) in performing its obligations under this Agreement, it will comply with all applicable laws and regulations (including without limitation all applicable privacy laws and regulations) and its privacy policy; and (iii) this Agreement, when executed and delivered, will constitute a valid and binding obligation of such party, enforceable against such party in accordance with its terms.

9.2.    Disclaimer of Warranties. SALSIFY DOES NOT WARRANT THAT THE SERVICES WILL MEET PARTICIPANT’S REQUIREMENTS, THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICES SHALL RESULT IN ANY SALES OR PROFIT FOR PARTICIPANT. TO THE FULLEST EXTENT PERMITTED BY LAW, SALSIFY HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SOLUTIONS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.  ALL SUPPLIER CONTENT PROVIDED BY OR MADE AVAILABLE BY ANY SUPPLIER IS PROVIDED ON AN “AS IS BASIS” WITHOUT WARRANTY OF ANY KIND BY SALSIFY.

10.    INDEMNIFICATION

10.1.    Mutual Indemnification. Each party (in such capacity, the “Indemnifying Party”) will indemnify, defend and hold harmless the other party and its directors, officers, employees and representatives (each an “Indemnified Party”) from and against any and all losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related attorneys’ fees and court costs (collectively, “Losses”) arising out of any third-party claim (each a “Claim”) alleging that, in the case of Salsify, the Solutions or Salsify’s APIs, or, in the case of Participant, the Participant Platform or Participant’s APIs, infringe any U.S. patent, copyright, trademark or trade secret. The foregoing obligations will not apply to the extent a Claim arises, in whole or in part, from: (1) a use or modification of the Indemnifying Party’s technology by the Indemnified Party in a manner outside the scope of any right granted or in breach of this Agreement,  (2) a combination, operation or use of the Indemnifying Party’s technology with other software, hardware or technology not provided by the Indemnifying Party if the Claim would not have arisen but for the combination, operation or use, (3) the Indemnifying Party’s compliance with any designs, specifications or instructions provided by the Indemnified Party where such designs, specifications or instructions cause the infringement, or (4) the Supplier Content unless Salsify has caused a mistake in relaying or copying or otherwise inputting the Supplier Content into the Solutions and the Claim would not have arisen but for such mistake. THIS SECTION STATES EACH PARTY’S ENTIRE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

10.2.    Indemnification Process. The foregoing indemnification obligations are conditioned on the Indemnified Party: (i) notifying the Indemnifying Party promptly in writing of such action, except where such failure to notify does not materially prejudice the Indemnifying Party, (ii) reasonably cooperating and assisting in such defense and (iii) giving sole control of the defense and any related settlement negotiations to the Indemnifying Party with the understanding that the Indemnifying Party will not settle any Claim in a manner that admits guilt or otherwise prejudices the Indemnified Party, without consent.

11.    LIMITATION OF LIABILITY.  EXCEPT WITH RESPECT TO EACH PARTY’S INDEMNIFICATION OBLIGATIONS AND ITS OBLIGATIONS UNDER SECTION 5 (NON-DISCLOSURE), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, INCOME, DATA, REVENUE OR BUSINESS INTERRUPTION), REGARDLESS OF THE FORM OF THE ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS AND BREACHES OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE CONCERNING THIS AGREEMENT OR ANY ORDER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE TOTAL FEES PAID OR PAYABLE TO SALSIFY UNDER THE ORDER UNDER WHICH THE LIABILITY AROSE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY, OR, IF NO FEES ARE PAYABLE UNDER THE APPLICABLE ORDER, FIFTEEN THOUSAND DOLLARS ($15,000), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE WAIVERS AND LIMITATIONS IN THIS SECTION 11 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12.    GENERAL.

12.1.    Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Each party hereby submits to exclusive personal jurisdiction in the federal and state courts located in the State of Delaware in connection with any disputes arising hereunder.

12.2.    Notices. Any notice or other communication under this Agreement shall be in writing and shall be considered given when received and sent, mailed by registered mail, return receipt requested, or overnight air courier, to the addresses set forth in the Order(s) (or at such other address as a party may specify by notice to the other). Electronic mail shall provide sufficient notice for routine operational matters.

12.3.    Survival. Sections 5 through 12 shall survive the expiration or earlier termination of the Agreement in accordance with their respective terms.

12.4.    Entire Agreement. This Agreement along with any Order(s) contain a complete statement of all the arrangements between the parties with respect to its subject matter, supersedes all previous agreements between them concerning that subject matter, and cannot be changed except by a writing duly executed by both parties. In the event of any conflict between this Agreement and the terms and conditions set forth in an Order, the terms and conditions set forth in the Order shall be controlling. Any instruments, including purchase orders, work orders, acknowledgments, and vendor registration forms, that are not signed by both parties (“Instruments”) shall not add to, supersede, or modify the terms of this Agreement, and any term of an Instrument that purports to do so shall be void and without effect.

12.5.    Force Majeure. Neither party shall be responsible for any failure or delay in performance of its obligations under this Agreement because of circumstances beyond its reasonable control, including, but not limited to, acts of God, fire, earthquake, flood, war, act of terror, civil disturbance, sabotage, accident, labor dispute (whether or not the employees’ demands are reasonable and within the party’s power to satisfy), shortage of materials, denial of service or other malicious attack, telecommunications failure or degradation, material change in law, governmental action, or unavailability of phone or Internet service.

12.6.    Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing and duly executed by the party granting the waiver.

12.7.    Assignment. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, and any such assignment absent such consent shall be deemed null and void. Notwithstanding the foregoing, either party may assign or transfer this Agreement to a third party that succeeds to all or substantially all of the assigning party’s business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.

12.8.    Counterparts. This Agreement and any Order may be executed in one (1) or more counterparts (including faxed or electronic counterparts), each of which shall be an original, but taken together constituting one and the same instrument.

12.9.    Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.