Terms of Service

These Terms of Service, together with the Addenda attached hereto (and any applicable Order Forms or Statements of Work ("SOWs"), if used), form a binding legal agreement (the "Agreement") between Amazify and the business entity you represent ("Client" or "you").

1. Definitions

• 1.1 "Client Data" means all electronic data or information submitted by you to the Services, including but not limited to inventory records, shipment data, and ASIN information processed on your behalf from your platform accounts.
• 1.2 "Services" means the Amazon Reimbursement, Negative Review Removal, and any creative, advertising, brand health or content services provided by Amazify as described in the applicable Addenda (and SOWs, if applicable).
• 1.3 "Site/Marketing Data" means data collected from your interaction with our public-facing Site and marketing materials, such as device and usage data collected via cookies.

2. Term; Termination; Survival; Order of Precedence

• 2.1 Term. This Agreement begins when you first use the Site, sign up, or sign an applicable Order Form/SOW (if any) and continues until terminated as set forth herein.
• 2.2 Termination. Either party may terminate this Agreement for convenience upon thirty (30) days' written notice. Either party may terminate for cause upon ten (10) days' written notice of a material breach if such breach is not cured within that period. Upon termination, you will pay any outstanding fees due for Services performed. Your final invoice may be issued up to thirty (30) days after the date of termination to account for any success fees on claims resolved during that period.
• 2.3 Survival. The following sections and any payment obligations shall survive termination: §6 (Intellectual Property), §7 (User Content), §8 (Acceptable Use), §9 (Third-Party Platforms), §10 (Disclaimers), §11 (Non-Disparagement), §12 (Mutual Indemnification), §13 (Exclusive Remedies), §14 (Platform Enforcement), §15 (Fees), §16 (Disputes), §17 (Confidentiality), and §18 (Miscellaneous), along with Addendum A §§ A4–A9 and Addendum B §§ B5–B11.

3. Acceptance & Nature of Services

• 3.1 Acceptance. By accessing the Site, using our Services, or signing an applicable Order Form/SOW (if any), you agree to be bound by this Agreement, including our Privacy Policy and Privacy Notice. If you do not agree, you must not use the Site or Services.
• 3.2 Business Services Agreement. The parties expressly acknowledge and agree that this is a contract for the provision of business services. To the maximum extent permitted by law, this Agreement is not a contract for the sale of goods, and the Uniform Commercial Code (UCC) as enacted in any jurisdiction shall not apply. The parties intend this as a pure services agreement, and no UCC provisions shall imply warranties contrary to the express disclaimers in §10. However, if any court or arbitrator determines that the UCC does apply to this Agreement by analogy or otherwise, the parties agree that the warranty disclaimers in §10 shall remain in full force and effect.
• 3.3 No Outside Promises; Non‑Reliance. You acknowledge that you are not relying on any statement, claim, success rate, or guarantee not expressly set out in this Agreement or an executed SOW/Order Form (if any). All marketing materials are non‑binding and for informational purposes only.

4. Business Use; Accounts & Consent

• 4.1 Business Representation. You represent and warrant that you are at least 18 years of age and are acting on behalf of a legitimate business entity. You are fully responsible for your account, the security of your credentials, and all activity conducted through your account.
• 4.2 Electronic Communications and Signature Consent. You agree that your use of the Services, or your clicking of any button, icon, or similar item indicating your agreement or acceptance, constitutes your electronic signature, which is the legal equivalent of your manual signature. You consent to receive electronic communications from us regarding your account and the Services and agree that all such communications satisfy any legal requirement that they be in writing.

5. Changes to Terms

We reserve the right to update these Terms by posting a revised version and updating the "Effective Date." The initial Effective Date is stated at the top of this document; subsequent changes will be dated accordingly. We will provide reasonable notice of material changes. If a change is material and adverse to you, you may terminate the Agreement without penalty by providing written notice within thirty (30) days of the change. Continued use of the Services after such notice period constitutes acceptance.

6. Intellectual Property & Site Content

All content, trademarks, and intellectual property on the Site are owned by Amazify or its licensors. You are granted no rights to copy, modify, or distribute Site content except as expressly permitted.

7. User Content; Testimonials & Publicity

• 7.1 No Public Posting Features. The Site does not provide public user-generated content posting features.
• 7.2 Publicity & Testimonials. With your prior written or click‑through consent, you grant us a non‑exclusive, worldwide, royalty‑free license to use your business name, logo, and non‑confidential results derived from the Services in testimonials, case studies, and other marketing materials. You may request a factual review of such materials before publication and may opt out of any future use by contacting help@amazify.ai.

8. Acceptable Use

You agree not to engage in any unlawful, infringing, misleading, or harmful activity in connection with the Services. You will not attempt to bypass security measures, manipulate platform reviews through prohibited means, or submit fraudulent claims.

9. Third‑Party Platforms & Tools

Our Services integrate with third‑party platforms (e.g., Amazon, Google, Meta). These platforms are governed by their own terms and policies. All outcomes, timelines, and decisions related to claims, review removals, or account actions are at the sole discretion and control of these third-party platforms.

10. DISCLAIMERS (SITE & SERVICES)

• 10.1 "AS IS" AND "AS AVAILABLE". EXCEPT FOR THE EXPRESS COMMITMENTS SET FORTH IN AN APPLICABLE SOW (IF ANY), THE SITE, CONTENT, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND.
• 10.2 WARRANTY DISCLAIMER. PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

11. Non‑Disparagement (B2B)

During the Term and for twelve (12) months thereafter, you agree not to publish statements you know to be false that materially disparage our Services or personnel. This clause applies only to business users and does not restrict truthful statements made in legal or regulatory proceedings, privileged communications, or any rights protected under the Consumer Review Fairness Act (CRFA) or comparable state laws. For the avoidance of doubt, this clause does not apply to consumer transactions governed by the CRFA.

12. Mutual Indemnification

• 12.1 By Client. You will defend, indemnify, and hold harmless Amazify and its affiliates from any and all third-party claims, losses, and costs (including reasonable attorneys' fees) arising from: (a) your Client Data, instructions, or materials provided to us; (b) your breach of this Agreement; (c) your violation of any applicable law or platform policy; or (d) any disputes between you and a third-party platform or one of your buyers.
• 12.2 By Provider. Provider will defend, indemnify, and hold harmless Client from any and all third-party claims, losses, and costs (including reasonable attorneys' fees) arising directly from Provider's gross negligence or willful misconduct in the performance of the Services.

13. Exclusive Remedies

For any material non‑conformance of the Services with the requirements of the applicable SOW (if any), or the Services as described in the applicable Addenda, your sole and exclusive remedy, and our entire liability, shall be (at our option) either the re‑performance of the non‑conforming Services or a pro‑rata refund of the fees paid for the specific non‑conforming portion of the Services. For clarity, this §13 does not limit remedies available for claims that are expressly excluded from the Limitation of Liability under §16.5(C).

14. Platform Enforcement & Lost-Sales Waiver

You are solely and exclusively responsible for your account's compliance with all third-party platform policies. We are not liable for any warnings, suspensions, or terminations of your ASINs or accounts, nor for any lost sales, lost profits, ranking degradation, brand harm, or other damages arising from platform enforcement actions.

15. Fees

Fee structures are detailed in the applicable Addenda and any corresponding Order Form or SOW (if applicable). You agree to pay all undisputed invoices upon receipt (Net 0). Billing disputes must be submitted in writing to help@amazify.ai within ten (10) days of the invoice date; undisputed amounts remain due and payable. You may not withhold payment or set off amounts for any reason, except for (i) credits or refunds expressly provided in Addendum A §A4, or (ii) amounts awarded in a final, non-appealable judgment or arbitration award.

16. Disputes; Arbitration; Limitation of Liability; Timing

16.1 Mandatory Informal Resolution

Before initiating formal proceedings, the parties agree to a mandatory informal resolution process: (a) a meeting between project leads; (b) if unresolved after 15 days, escalation to executives; (c) if unresolved after 30 days, non‑binding mediation with the American Arbitration Association (AAA), which may be conducted remotely.

16.2 Binding Arbitration

Any dispute remaining unresolved under §16.1 will be exclusively resolved by confidential, individual arbitration administered by the AAA under its Commercial Rules, seated in Santa Barbara, California. This arbitration agreement is governed by the Federal Arbitration Act (FAA). The parties hereby waive any right to a jury trial or to participate in any class, collective, or representative action.

16.3 Limited Discovery

Absent a good-cause order from the arbitrator, discovery shall be limited to a maximum of ten (10) requests for production of documents per side. No depositions shall be permitted unless the arbitrator determines they are reasonably necessary for a fair opportunity to present or defend claims, in which case up to one (1) deposition per side, limited to four (4) hours, may be allowed.

16.4 Prevailing‑Party Fees

The prevailing party in any arbitration may recover its reasonable attorneys' fees and costs, as permitted by law and awarded by the arbitrator.

16.5 LIMITATION OF LIABILITY

THE FOLLOWING PROVISIONS ARE A MATERIAL BASIS OF THE BARGAIN AND ARE REFLECTED IN THE PRICING OF THE SERVICES.

• (A) WAIVER OF CERTAIN DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF DATA, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• (B) LIABILITY CAP. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• (C) EXCLUSIONS FROM LIMITATIONS. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE A PARTY'S LIABILITY FOR: (I) DEATH OR BODILY INJURY CAUSED BY ITS NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) ITS OBLIGATIONS UNDER THE INDEMNIFICATION SECTION; (IV) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, INCLUDING INTENTIONAL TORTS; OR (V) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER CALIFORNIA CIVIL CODE §1668 OR APPLICABLE LAW.

16.6 Limitation Period

Any claim must be filed within twelve (12) months of the date the claiming party knew or should have known of the facts giving rise to the claim, unless a longer period is non‑waivable by law.

16.7 Injunctive Relief

Nothing herein shall prevent either party from seeking temporary injunctive relief from a court of competent jurisdiction to protect its intellectual property or confidential information.

16.8 Public Injunctive Relief

To the extent a claim for public injunctive relief is available and cannot be waived, the arbitrator may award such relief. If a court determines the arbitrator cannot, that request may be litigated in court, with individual claims arbitrated. Any court proceeding shall be stayed or coordinated as required by law pending arbitration. Any such court proceeding shall be brought in state or federal courts located in Santa Barbara County, California.

16.9 Small-Claims

Notwithstanding the foregoing, either party may bring a qualifying claim in a small-claims court of competent jurisdiction.

17. Confidentiality

• 17.1 Confidential Information. "Confidential Information" means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes your Client Data. Our Confidential Information includes the Services, our proprietary technology, and the terms of this Agreement.
• 17.2 Obligations. The receiving party will use the same degree of care that it uses to protect its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the disclosing party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized, not disclose Confidential Information to any third party.
• 17.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was known to the receiving party prior to its disclosure; (c) is received from a third party without breach of any obligation owed to the disclosing party; or (d) was independently developed by the receiving party.
• 17.4 Compelled Disclosure. The receiving party may disclose Confidential Information if required by law, provided it gives the disclosing party prior notice (to the extent legally permitted) and reasonable assistance to contest the disclosure.
• 17.5 Survival. The obligations of confidentiality shall survive for three (3) years following the termination of this Agreement, except that obligations with respect to information that qualifies as a trade secret under applicable law shall continue for as long as such information remains a trade secret.

18. Miscellaneous

• 18.1 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments) if such failure or delay is due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor strikes, epidemics, pandemics, government orders, significant disruptions to essential infrastructure, or major third-party platform outages (e.g., Amazon API failures) ("Force Majeure Event"). The affected party shall provide prompt written notice to the other party, stating the period of time the occurrence is expected to continue, and shall use diligent efforts to end the failure or delay and minimize its effects. If a Force Majeure Event continues for more than sixty (60) days, the unaffected party may terminate this Agreement upon written notice.
• 18.2 General. This Agreement is governed by the laws of the State of California. You may not assign this Agreement without our prior written consent; however, we may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets without your consent. If any term is found to be unenforceable, the rest of the Agreement will remain in effect. Notices must be sent to help@amazify.ai.

ADDENDUM A — AMAZON REIMBURSEMENT & REVIEW-REMOVAL SERVICES

This Addendum governs your use of Amazify's Amazon Reimbursement Services (powered by "JUNO AI") and Negative Review Removal Services.

A1 Service Overview

Amazify provides an AI-assisted, human-managed service to assist you in (a) identifying potential reimbursement claims within Amazon's systems and (b) requesting the removal of product reviews that may violate Amazon's community guidelines. Our AI is utilized to locate potential claims and violations, and our team of experts manages the case submission and follow-up process with Amazon. All actions are conducted through official Amazon-managed channels and are based on our understanding of Amazon's published policies. We are an independent service and are not affiliated with or endorsed by Amazon.

A2 Limited Agency

You appoint Amazify as your limited agent to access your Amazon Seller or Vendor Central account via authorized credentials and to prepare, submit, and manage reimbursement claims and review-removal requests on your behalf.

A3 Client Duties

You are responsible for maintaining a compliant Amazon account and providing accurate documentation (e.g., invoices, bills of lading, inventory records) as requested. You warrant that you will not direct us to submit ineligible, duplicative, or fraudulent claims, or to request the removal of lawful, policy-compliant reviews.

A4 Fees

Reimbursement Success Fee: 25% of all funds successfully recovered and disbursed to you by Amazon, as detailed on our Site or in your applicable Order Form/SOW (if any). Invoiced upon Amazon disbursement (Net 0).

A5 No Guarantees; Platform Control

All outcomes are at the sole discretion of Amazon. We do not guarantee any specific reimbursement amount, approval rate, or that any review will be removed. Success for the review-removal service is measured solely by Amazon's initial action to remove the review, subject to the reinstatement policy in §A4.

A6 Reliance on Your Data

We rely entirely on the Client Data and documentation you provide. You warrant that all information is accurate, complete, and that you have the authority to provide it.

A7 Prohibited Conduct

You will not, and will not direct us to, contact buyers, offer incentives for review modification, fabricate evidence, or engage in any conduct that violates Amazon's terms of service.

A8 Enforcement/Lost-Sales Waiver

We are not liable for any enforcement actions taken by Amazon against your account or for any lost sales, brand harm, or other damages, as further detailed in §§14 and 16.5 of the Terms.

A9 Indemnification & Disputes

Your indemnification obligations and the dispute resolution terms are governed by §§12 and 16 of the Terms.

ADDENDUM B — CREATIVE, ADVERTISING, BRAND HEALTH & ECOMMERCE CONTENT SERVICES

This Addendum governs any creative, advertising, Brand health or content services provided by Amazify (e.g., for Shopify or Amazon).

B1 SOWs & Acceptance

Each project will be defined in a Statement of Work (SOW). Deliverables will be deemed accepted if you do not provide written notice of a material defect within ten (10) business days of delivery. If notice is provided, we will have one opportunity to cure the defect within five (5) business days of receiving written notice via email to the designated contact or as specified in the SOW. Upon re-delivery of cured deliverables, a new five (5) business-day acceptance period applies.

B2 Client Inputs & Reliance

You are responsible for the accuracy of all inputs, including packaging information, UPCs/GS1s, and compliance directions. We provide operational, not legal, guidance. You must validate all materials with your legal counsel and relevant.

B3 Platform Control

We do not guarantee A+ content approval, catalog changes, organic ranking, CPC/ROAS, or specific timelines, as these are controlled by third-party platforms.

B4 Fees & Refunds

Fees are earned as performed. Prepaid service blocks are non-refundable once work has commenced. Your exclusive remedy for non-conforming work is governed by §13 of the Terms.

B5 Disclaimers; No ROI Guarantee

Services are provided "AS IS." We do not guarantee any specific return on investment, profit, or ranking improvements.

B6 Indemnity & Liability

Your indemnification obligations and the limitations on our liability are governed by §§12, 14, and 16.5 of the Terms.