LAST UPDATED – JULY 30, 2025
BY CLICKING “I AGREE,” SIGNING A PROPOSAL, OR CONTINUING TO USE OUR SERVICES AFTER NOTICE OF THESE TERMS, YOU ACCEPT THIS AGREEMENT.
DEFINITIONS
For the purposes of these Terms & Conditions (the “Agreement”), the following capitalised terms have the meanings set out below. Terms defined in the singular include the plural and vice‑versa.
“Affiliate”, any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Amazon Marketplace”, the e‑commerce stores operated by Amazon.com, Inc. and its affiliates (e.g., amazon.com, amazon.co.uk, amazon.com.mx) and any successor sites.
“Arbitration Rules”, the American Arbitration Association’s Final‑Offer Arbitration Supplementary Rules, or any successor rules in force at the time a claim is filed.
“Change Notice”, the e‑mail or in‑app banner by which Consultant notifies Client of updated Terms.
“Client”, the legal entity or individual identified in the associated Ignition proposal that engages Consultant to perform the Services.
“Client Materials”, all data, text, images and other materials supplied by Client.
“Confidential Information”, has the meaning set out in the Confidentiality clause and includes Seller Central data, financial information, strategies and other non‑public materials.
“Consultant”, AMZ Ecommerce Advisers, LLC or its permitted successors and assigns.
“Deliverables”, all work product, reports, creative assets, listings, advertisements or other materials generated by Consultant for Client in performing the Services.
“Effective Date”, the earlier of (a) the date Client clicks “Accept” in Ignition, or (b) the start date specified in the proposal.
“Fees”, the fixed and/or variable amounts (including advertising spend commissions) payable by Client as specified in the proposal or as otherwise agreed in writing.
“Force Majeure Event”, any circumstance beyond a party’s reasonable control, including natural disasters, epidemics, labour disputes, Internet or cloud‑service outages, government action or major changes to Amazon’s platform that prevent performance.
“Personal Data”, any information relating to an identified or identifiable natural person that is protected under applicable data‑protection laws.
“Privacy Policy”, Consultant’s privacy statement located at https://www.amzadvisers.com/privacy, as updated from time to time.
“Services”, the e‑commerce consulting, advertising management, content creation and related services described in the applicable proposal and any mutually agreed change orders.
“Subcontractor”, any third party engaged by Consultant to perform part of the Services.
“Third‑Party Services”, collectively, Amazon Marketplace, cloud applications, data‑analytics tools, ad platforms and other external systems or providers that Consultant or Client uses in connection with the Services.
“Terms & Conditions Page”, the web page hosting this Agreement at https://www.amzadvisers.com/terms-conditions; the page may be updated in accordance with the Changes clause.
“Transaction Taxes”, means any sales, use, value‑added (VAT), goods and services (GST), consumption, gross‑receipts, digital‑services, excise, stamp or similar taxes, duties, levies or surcharges imposed by a governmental authority on the sale or furnishing of the Services or Deliverables, excluding (i) any taxes based on Consultant’s net income, franchise or payroll, and (ii) any withholding or deduction of taxes from payments (which are addressed separately in this Agreement).
CHANGES TO THESE TERMS
Consultant may update these Terms & Conditions from time to time. Material changes will be notified to Client by e‑mail at least 15 days before the new terms take effect. Continued use of the Services after the effective date constitutes acceptance of the revised terms.
CURRENCY
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
TAXES
All Fees, Commissions and other amounts stated in the Proposal are exclusive of Taxes (defined below). Client is responsible for, and shall timely pay, all Taxes imposed on or in connection with the Services or Deliverables, except taxes based on Consultant’s net income, franchise or payroll.
“Taxes” means any present or future sales, use, goods‑and‑services, value‑added, consumption, gross‑receipts, digital‑services, stamp or similar tax, duty or levy, and any withholding or deduction required by applicable law, together with interest and penalties, imposed by any governmental authority.
Where Consultant is legally required to collect or remit Transaction Taxes (e.g., U.S. state sales tax or EU VAT on electronically supplied services), Consultant will itemise such Taxes on the invoice and Client shall pay them in addition to the Fees.
If Client is required by law to withhold or deduct Taxes from any payment, Client shall increase the amount payable so that Consultant receives the amount it would have received had no withholding been required. Client shall promptly furnish Consultant with official receipts evidencing the remittance of the withheld Taxes to the relevant tax authority.
If Client is exempt from any Taxes, it shall provide Consultant with a valid exemption certificate or other documentary proof acceptable to the relevant authority. Consultant will apply the exemption prospectively upon receipt.
Client’s obligations under this Taxes clause survive termination or expiry of the Agreement.
PAYMENT & LATE FEES
All invoices are due within 15 days of issue unless stated otherwise in the proposal.
Any amount not received within fifteen (15) days, or as otherwise agreed, of the due date accrues interest at 1.5 % per month (18 % per annum) or the maximum rate allowed by law, whichever is lower.
TERM, SUSPENSION AND TERMINATION
1) Term.
This Agreement begins on the Effective Date and continues until terminated under this Section.
2) Termination for Convenience (30-day notice).
Either party may terminate this Agreement (and any active Ignition proposal governed by it) on 30 days’ prior written notice to the other party.
3) Pause / Suspension for Convenience (30-day notice).
Either party may request to pause the Services on 30 days’ prior written notice. During a pause, Consultant will stop performing Services as of the pause effective date.
Billing during pause: No new Fees accrue during the pause; all amounts already invoiced remain due.
(If you later prefer a credit-during-pause model, we can switch this to the “collect-and-credit” approach.)
4) Suspension for Cause.
Without limiting any rights, Consultant may suspend performance immediately upon written notice if:
(a) any invoice is more than 15 days past due and remains unpaid after 5 days’ written notice; or
(b) Consultant reasonably believes Client’s materials, products, or instructions violate applicable law or marketplace policies or pose undue risk.
Suspension does not waive payment obligations.
5) Termination for Cause.
Either party may terminate this Agreement immediately upon written notice if the other party materially breaches and fails to cure within 15 days after receiving written notice describing the breach. For a breach that cannot reasonably be cured within 15 days, the breaching party must begin cure promptly and diligently continue to completion.
6) Mutual Termination.
The parties may terminate this Agreement at any time by mutual written agreement.
7) Effect of Termination or Pause.
(a) Final Charges. Client will pay all undisputed Fees and approved expenses incurred through the effective date of termination or pause.
(b) Return/Deletion. Upon written request, each party will return or destroy the other party’s Confidential Information, subject to legally required retention.
(c) No Refunds. Except as expressly stated in an applicable proposal or required by law, Fees are non-refundable.
(d) Third-Party Accounts. Consultant’s suspension or termination does not automatically stop any third-party campaigns, subscriptions, or marketplace listings managed in Client’s accounts; Client is solely responsible for shutting down or adjusting those third-party services.
8) Survival.
The following survive any termination or expiry: Payment obligations accrued but unpaid, Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Third-Party Services, Dispute Resolution, Governing Law, and Survival, together with any provisions that by their nature are intended to continue.
CONFIDENTIALITY
Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.
The Client authorizes the Consultant to share their Amazon Seller Central data with any third-party software platforms at the Consultant’s discretion in order to improve the performance of the Client’s Seller Central account.
OWNERSHIP OF INTELLECTUAL PROPERTY
All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
The Consultant may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
RETURN OF PROPERTY
Upon the expiration or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
PRIVACY & DATA PROTECTION
The parties acknowledge that, in the course of performing the Services, Consultant may process “Personal Data” (information that identifies or can be used to identify an individual). Consultant will:
(a) process Personal Data only to deliver the Services and in accordance with applicable privacy laws (including GDPR, CCPA and any similar legislation);
(b) implement commercially reasonable technical and organisational measures to safeguard Personal Data against unauthorised access, loss or alteration; and
(c) promptly notify Client of any confirmed Personal Data breach affecting Client’s data.
The parties agree that all additional details regarding data collection, use and retention are set out in Consultant’s Privacy Policy, available at https://www.amzadvisers.com/privacy, which is incorporated into these Terms by this reference.
Client represents that it has the lawful right to supply any Personal Data provided to Consultant and will obtain all necessary consents from its customers, personnel or other data subjects.
CAPACITY/INDEPENDENT CONTRACTOR
In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Consultant during the Term. The Consultant is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Consultant under this Agreement.
AUTONOMY
Except as otherwise provided in this Agreement, the Consultant will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Consultant will work autonomously and not at the direction of the Client. However, the Consultant will be responsive to the reasonable needs and concerns of the Client.
THIRD-PARTY SERVICES DISCLAIMER
Client acknowledges and agrees that Consultant’s Services depend upon access to, and the proper functioning of, third‑party platforms and providers, including, without limitation, Amazon Marketplace, Amazon Advertising, cloud‑based software applications, data‑analytics tools and payment processors (collectively, “Third‑Party Services”). Consultant does not control, and is not responsible or liable for:
Consultant may connect Client’s Amazon Seller Central account to Third‑Party Services to improve performance of the account with Client’s continuing authorisation. Client agrees to comply with all Third‑Party Service terms and policies and shall indemnify Consultant against claims resulting from Client’s breach of those terms.
DISCLAIMER OF WARRANTIES
The Services and all deliverables are provided “as is” and “as available.” The Consultant makes no express or implied warranties of any kind, including but not limited to warranties of merchantability, fitness for a particular purpose, non‑infringement, or uninterrupted performance. Client acknowledges that marketing and advertising outcomes are inherently uncertain and that Consultant does not guarantee any particular sales volume, ranking, ROI or other result.
LIMITATION OF LIABILITY.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, OR DATA OR FOR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INDEMNIFICATION
Client shall defend, indemnify and hold harmless Consultant and its directors, officers, employees and agents from any third‑party claim, demand, loss or damage (including reasonable attorneys’ fees) arising out of or related to (i) Client’s products, content or data; or (ii) Client’s breach of this Agreement or of any Amazon policy or law.
Consultant shall defend and indemnify Client against third‑party claims that the Deliverables, as provided by Consultant, directly infringe any U.S. intellectual‑property right, provided Client promptly notifies Consultant and allows Consultant sole control of the defence and settlement.
Consultant has no liability if the claim arises from Client Materials, specifications supplied by Client, or Client’s alteration or misuse of the Deliverables.
FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, Internet or cloud‑service outages, governmental actions or changes to Amazon’s platform or policies that materially impair performance. The affected party will promptly notify the other and resume performance as soon as practicable and keep the other party reasonably informed of progress.
ACCEPTABLE-USE / COMPLIANCE WITH LAWS & AMAZON POLICIES
Client warrants its products, listings and ads comply with all applicable laws, regulations and marketplace policies.
NOTICE
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
AMZ ECOMMERCE ADVISERS, LLC
c/o Cowork at District
470 James Street, Suite 007 New Haven, CT 06513
steve@amzadvisers.com
or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.
RIGHT TO SUBCONTRACT
Consultant may engage subcontractors in performing the Services, provided Consultant remains responsible for their acts and omissions.
NON-SOLICITATION
Client agrees that, during the time AMZ ECOMMERCE ADVISERS, LLC or its affiliates are providing the Services, and for a period of one (1) year following the termination of this agreement for any reason, that Client will not directly or indirectly:
(a) Will not hire directly or indirectly any AMZ ECOMMERCE ADVISERS, LLC employees or service providers. This includes any recruitment campaign in an attempt or effort to hire or work with, any person who is currently or formally employed directly or indirectly by AMZ ECOMMERCE ADVISERS,
LLC and its affiliates.
(b) Knowingly induce or attempt to induce any person who is an employee, consultant, officer, owner or agent of AMZ ECOMMERCE ADVISERS, LLC, whether employed directly by AMZ ECOMMERCE ADVISERS, LLC or as an independent contractor, to terminate said relationship with or breach his or her agreements with AMZ ECOMMERCE ADVISERS, LLC.
DISPUTE RESOLUTION
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its supplementary rules called Final Offer Arbitration Supplementary Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
ASSIGNMENT
Neither party may assign this Agreement without the other’s written consent, except Consultant may assign to an Affiliate or in connection with a merger or sale of substantially all its assets.
NON-EXCLUSIVITY & PUBLICITY
Consultant may provide similar services to other clients, including competitors. Unless Client notifies Consultant in writing, Consultant may list Client’s name and logo on its website and marketing materials.
GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of the State of Florida.
REMEDIES.
In the event of a breach or threatened breach by either party of any of the provisions of this Agreement, the parties hereby consent and agree that the non-breaching party shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. Such remedies shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.
SEVERABILITY
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
WAIVER
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
MODIFICATION OF AGREEMENT
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party except as provided in the ‘Changes to These Terms’ section.
ENTIRE AGREEMENT
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
SURVIVAL
The following provisions survive termination or expiry of this Agreement: Confidentiality (including the indefinite protection period), Ownership of Intellectual Property, Limitation of Liability, Indemnification, Non‑Solicitation, Payment obligations accrued but unpaid, Dispute Resolution, Governing Law, and any other clauses which by their nature are intended to continue.
ENUREMENT
This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
TIME OF THE ESSENCE
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
TITLES/HEADINGS
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
GENDER
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
AMZ Advisers SMS Program Terms
By opting in to receive SMS messages from AMZ Advisers, you agree to receive marketing and promotional messages, including offers, updates, and information about our services, such as free Amazon audits and brand analysis.
1. Program Description: AMZ Advisers SMS program provides marketing messages related to Amazon growth services, promotions, insights, and opportunities to improve your brand performance.
2. Opt-Out Instructions: You can cancel the SMS service at any time by texting STOP. After you send “STOP”, you will receive a confirmation message and will no longer receive SMS messages from us. If you want to join again, simply sign up as you did the first time.
3. Help Instructions: If you are experiencing issues with the messaging program, you can reply HELP for assistance or contact us at info@amzadvisers.com.
4. Carrier Disclaimer: Carriers are not liable for delayed or undelivered messages.
5. Message Rates & Frequency: Message and data rates may apply for messages sent to you from us and to us from you. Message frequency varies. For questions about your text or data plan, please contact your wireless provider.
6. Privacy Policy: For more information on how we handle your data, please review our Privacy Policy: amzadvisers.com/privacy
Privacy
SMS Communications & Consent
By providing your phone number and opting in, you consent to receive marketing and promotional SMS messages from AMZ Advisers related to our services, offers, and updates.
Message frequency may vary. Message and data rates may apply. You can reply STOP at any time to opt out or HELP for assistance.
Data Privacy & Protection
We respect your privacy. SMS opt-in data and consent will not be shared with any third parties or affiliates for marketing purposes.
Text messaging originator opt-in data and consent will not be shared with any third parties, excluding aggregators and providers of the text message services.