Amazon Business Coaching Request

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TERMS OF SERVICE AGREEMENT FOR AMAZON BUSINESS COACHING

PREAMBLE

WHEREAS, SellerEngine Inc. (Us), a US company registered in the city of Portland, Oregon, and located at 133 SE Madison, Portland, Oregon 97214, is in the business of offering software applications and other useful software tools and services to assist individuals and companies in selling products on Amazon;

WHEREAS, The Client (You) is in the business of selling goods via the internet and wishes to purchase SellerEngine’s Amazon Business Coaching;

WHEREAS, both SellerEngine & the Client wish to formalize their understandings into a written agreement;

NOW, THEREFORE, in consideration of these promises and the mutual covenants hereinafter contained, it is agreed by the parties as follows:

Our Terms of Service were last updated on [DATE].

Binding Agreement

The Terms of Service Agreement are a binding legal contract between You, the Client and Us, Sellerengine Software Inc. Please read the Terms carefully before using the Amazon Business Coaching Services. Your use of the Services means that you agree to be bound by the Terms. Do not use the Services if you do not accept the Terms.

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
“Affiliate” means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
“Company” (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Sellerengine Software Inc.
“Country” refers to the United States of America.
“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.
“Feedback” means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
“Service” refers to the Amazon Business Coaching Service offered by the Company.
“Terms of Service” (also referred as "Terms") mean these Terms of Service that form the entire agreement between You and the Company regarding the use of the Service.
“Third-party Social Media Service” means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
“Website” refers to Sellerengine Software’s website, accessible from ’https://sellerengine.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

These are the Terms of Service governing the use of this Service and the agreement that operates between You and the Company. These Terms of Service set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms of Service. These Terms of Service apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms of Service. If You disagree with any part of these Terms of Service then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

General Conditions

Subject to the terms and conditions of these Terms, You agree to access and use the Service only for Your internal business purposes as contemplated by these Terms.
Subject only to Your limited right to access and use the Service as expressly granted to You here, all rights, title and interest in and to the Service and its components, including all related intellectual property rights, will remain with and belong exclusively to SellerEngine Software Inc. and its third-party vendors.

You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by these Terms; (b) use the Service to process data on behalf of any third party, (c) modify, adapt or hack the Service to falsely imply any sponsorship or association with SellerEngine, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (d) use the Service in any unlawful manner, including but not limited to violation of any persons privacy rights, infringing any person’s intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages in violation of applicable law, (e) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (f) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service, (g) use the Service to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software, or (h) try to use, or use the Service in violation of these Terms.

You acknowledge and agree that the SellerEngine Software Inc. Service and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by SellerEngine Software Inc., you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service, in whole or in part.
You acknowledge and agree that you will not (and will not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the SellerEngine Software Inc. Service and Software. You agree not to access the Service by any means other than through the interface that is provided by SellerEngine Software Inc. for use in accessing the Service. All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to SellerEngine Software Inc., and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

You are responsible for all information, data, text, messages or other materials that You post or are otherwise transmitted via the Service. You are responsible for maintaining the confidentiality of Your login and account and are fully responsible for any and all activities that occur under Your login or account.

SellerEngine’s Software Inc. failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of these Terms.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You.
Please read Our Privacy Policy carefully before using Our Services.

Rules of Conduct

If we determine that we can accept your case, our money is non-refundable once our work has begun. Please notice that Sellerengine Software Inc. does not have control over Amazon's final decision on your case.

The service begins once the payment has been issued by the Client.

We always make a thorough assessment on your case, before offering you the necessary steps you need to take.
Before starting this process, you must agree that you will inform our team on everything you have done about your case before you have contacted us.

You must provide the notification(s) you received from Amazon that might be relevant to your case, as well as any other requested documents we need, to successfully assist you (invoices, letters of authorization, brand registry proof, etc.).

Purchaser/the Client agrees that Sellerengine Software Inc. cannot provide any legal documents, necessary for various Amazon-business related issues (ungating, brand registry, etc.).
Our company can help you review the documents you have (if any) and guide on what additional steps you need to follow.

Disclaimers

SellerEngine Software Inc. is not a lawyer or legal services, nor is it affiliated and/or employed by Amazon.

SellerEngine Software Inc. is a 3rd party company that has experience in providing assistance to Amazon businesses.

SellerEngine Software Inc. may be able to provide assistance or a remedy.
There is no guarantee of a specific result.

Purchaser agrees not to hold SellerEngine Software Inc., its owners or employees liable of any decision reached by Amazon.

If we determine that we can accept your case, our money is non-refundable once our work has begun.

Please take into consideration the fact that Sellerengine Software Inc. does not have control over Amazon's final decision on your case.


Billing and Payments

The service begins once the payment has been issued.

The Amazon Business Coaching service is charged $240/ hour. Depending on the complexity of the case, the price may vary, according to the time we spend on your case.

After You have signed up for the Amazon Business Coaching Service on our Website, we will generate an invoice that will be due in 24 hours after the invoice date.

In the event You fail to pay the amount for the Business Coaching Service after 24 hours, Sellerengine Software Inc. may immediately suspend or terminate this Agreement and Your access to the Service.

SellerEngine Software Inc. uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for SellerEngine.
For more information about Your personal information please visit Our Privacy Policy: https://SellerEngine.com/privacy-policy.

Unless otherwise stated, Our charges 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”).
You are responsible for paying Taxes except those assessable against SellerEngine based on its income. We will invoice You for such Taxes if we believe we have a legal obligation to do so.

Copyright Policy

Intellectual Property Infringement

We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.

If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email services@sellerengine.com and include in Your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing Your copyright.


Intellectual Property

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.


Confidentiality

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information.
Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section.

Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement.

This Section shall survive the termination of this Agreement for any reason.


Your Feedback to Us

You assign all rights, title and interest in any Feedback You provide the Company.
If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Data handling

Any personal data collected by Sellerengine Software Inc. will be used in accordance with Sellerengine’s Software Inc privacy notice. For more information please see: https://sellerengine.com/privacy-policy/

Termination

We may terminate or suspend the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms of Service.

You may cancel the Service by giving notice at any time. There are no refunds or credits once we  begin the Amazon Business Coaching Service.


Disclaimer of Warranties

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, neither the Company, nor any of their employees, managers, officers or agents (“Sellerengine Software Inc. parties”) provides any warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.


Limitation of liability

NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS, OR SUCH PARTY’S AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, SELLERENGINE’S SOFTWARE INC. (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM OUR SERVICE, SHALL BE LIMITED TO THE LESSER OF (I) ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY YOU FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF SELLERENGINE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE STATES, SELLERENGINE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.


Indemnification

By Sellerengine Software Inc.. Sellerengine Software Inc. agrees to defend, indemnify, and hold harmless Client, and its directors, officers, employees, and agents from and against any and all third-party claims, demands, and liabilities, including reasonable attorneys fees, resulting from or arising out of: (i) the Services provided under this Agreement actually or allegedly infringing or violating any patents, copyrights, trade secrets, licenses, or other intellectual property rights of a third-party; (ii) any breach of Sellerengine’s Software Inc. representations and warranties in this Agreement; or (iii) Sellerengine’s Software Inc. failure to comply with Sellerengine’s Software Inc. obligations under any and all laws, rules or regulations applicable to Sellerengine Software Inc. or the Services provided under this Agreement.
By Client. Client agrees to defend, indemnify, and hold harmless Sellerengine Software Inc,. Sellerengine's Software Inc. Affiliates, and each of their respective directors, officers, employees, and agents from and against any and all third-party claims, demands, and liabilities, including reasonable attorneys fees, resulting from or arising out of: (i) any breach of Client’s representations and warranties in this Agreement; or (ii) Client’s failure to comply with Client’s obligations under any and all laws, rules or regulations applicable to Client under this Agreement, except to the extent such violation arises out of Sellerengine’s Software Inc. failure to comply with Sellerengine’s Software Inc. obligations hereunder.
Procedure. A party seeking indemnification (the “Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) in writing of any claim for indemnification, provided, that failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual material prejudice by such failure). The Indemnified Party shall tender sole defense and control of such claim to the Indemnifying Party. The Indemnified Party shall, if requested by the Indemnifying Party, give reasonable assistance to the Indemnifying Party in defense of any claim. The Indemnifying Party shall reimburse the Indemnified Party for any reasonable legal expenses directly incurred from providing such assistance as such expenses are incurred. The Indemnifying Party shall have the right to consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim only with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld; provided, however, that the Indemnified Party may withhold its consent if any such judgment or settlement imposes an unreimbursed monetary or continuing non-monetary obligation on such Party or does not include an unconditional release of that Party and its Affiliates from all liability in respect of claims that are the subject matter of the indemnified claim.

Amendments

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least thirty (30) days notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.


Integration, Severability and Waiver


These Terms and other legal notices, statements or terms and conditions posted or made available to You on the Services constitute the entire agreements between Sellerengine Software Inc. and You.

In the event any provisions of these Terms is held to be unenforceable, it will not affect the enforceability of the remaining provisions and will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.

Our failure to enforce any provisions of the Terms or respond to a breach by You or other parties shall not in any way waive our right to enforce subsequently any terms and conditions of the Terms or to act with respect to similar breaches.

YOU AND SELLERENGINE SOFTWARE INC. AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.


Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties participating in this Agreement.


Governing Law

These Terms shall be governed by the laws of the State of Oregon without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Oregon, located in the city of Portland, County of Multnomah, for the purpose of resolving any dispute relating to Your access to or use of the Service. You agree and understand that You will not bring against Sellerengine Software Inc., or any of its affiliates entities, agents, directors, employees, agents and/or officers any class action lawsuit related to Your access to, dealings with, or use of the Service.


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.


For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.


Export Compliance and Use Restrictions

Certain Content and software components of the Service may be subject to U.S. export control and economic sanctions laws. If You are subject to U.S. laws, You agree to comply with all such laws and regulations as they relate to such software and Content, and access and use of the Service. You shall not, and shall not permit any third party to, export, re-export or release, directly or indirectly the Service to any country or jurisdiction to which the export, re-export or release of the Service (a) is prohibited by applicable law or (b) without first completing all required undertakings (including obtaining any necessary export license or other governmental approval).


Waiver of Jury Trial

EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


Attorneys’ Fees

In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.


Location of Service and Territorial Restrictions

The information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject SellerEngine to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the service or other features provided by SellerEngine Software Inc. SellerEngine Software Inc. controls and operates the Service and Website from its offices located in the United States and makes no representations or warranties that the information, products or services contained on the Site are appropriate for use or access in other locations. Anyone using or accessing a Site from other locations does so on their own initiative and is responsible for compliance with United States’, and local laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. We reserve the right to limit the availability of our Site or any portion of our Site to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.
Recognizing the global nature of the Internet, you agree to comply with all your local laws regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.


Contact Us

If you have any questions about these Terms of Service, You can contact us:

By visiting this page on our website: https://sellerengine.com/
By sending us an email: services@sellerengine.com
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