1. Parties
2. Services
2.1. The Consultant agrees to provide the Client consulting services, which may include strategy advice and recommendations (“Services”) as agreed for each engagement.
2.2. The Consultant offers specialized consulting services to online sellers and e-commerce businesses in the following areas (not limited to):
(a) Resolution of account suspension, restriction, and other enforcement issues affecting Amazon Seller Central accounts, including evaluating the underlying allegation or complaint, strategizing and preparing appeals to Amazon, and advising on negotiating for reinstatement where feasible;
(b) Strategic management, auditing, and protection of intellectual property rights and assets that are either utilized or impacted by the Client’s e-commerce business operations on Amazon or other online platforms, including but not limited to registered and unregistered trademarks, brands, patents, and copyrights. Such consulting may involve IP registrations, takedown processes, risk analysis of listings and products, licensing agreements, and other legal IP protection mechanisms in the e-commerce context.
(c) Consulting and facilitation services related to obtaining disbursements of any funds frozen or suspended by Amazon in Amazon Seller Central or other associated accounts, including identifying potential issues or violations that led to the hold of funds, strategizing appeals and responding to inquiries from Amazon to resolve underlying allegations or issues to meet requirements for releasing the funds, and assisting Client through the process of redisbursing any payments released by Amazon after a hold or suspension period.
3. Fees and Payments
4. Confidentiality
4.1. “Confidential Information” refers to any information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) marked as confidential or which reasonably should be understood as confidential given the nature of the information and circumstances of disclosure, including but not limited to
a) business plans, methods, marketing strategies, forecasts, financial information, customer and client lists, pricing information, sources of supply, operational processes and business affairs;
b) methodologies, know-how, techniques, and development plans;
c) personnel records, compensation, and other sensitive employment information; and
d) any personal data, system credentials or access codes.
4.2. Confidential Information does not include any information that:
(a) was publicly known at the time of disclosure;
(b) later becomes publicly known through no act or omission of the Receiving Party; or
(c) was rightfully known by Receiving Party, without restriction, at the time of disclosure.
4.3. The Receiving Party will not disclose or disseminate the Disclosing Party’s Confidential Information to any third party and will not use the Confidential Information for any purpose other than performing its rights and obligations under this Agreement.
4.4. The Receiving Party agrees to employ reasonable efforts to maintain the confidentiality of Disclosing Party’s Confidential Information, such efforts to be no less protective than those the Receiving Party uses for its valuable proprietary assets.
4.5. The foregoing obligations shall remain in effect for 5 years after the termination of this Agreement or until such time the Confidential Information is no longer considered confidential through no fault of the Receiving Party.
5. Ownership
Upon payment in full of fees, all deliverables and results of services provided by the Consultant shall be the Client’s property. The Consultant retains ownership of all methodologies, know-how, and processes used to provide the Services.
6. Disclaimer
The Consultant is not a law, tax, or accounting firm; no legal, tax, or accounting advice is provided as part of the Services. The Сlient should consult an attorney or accountant as needed.
7. Miscellaneous
The terms in this master Terms of Services agreement shall serve as general terms governing the overall relationship between Consultant and Client. However, the specific scope of services, deliverables, fees, expenses, timeline, and other engagement-specific details for each consulting project shall be specified separately for each particular engagement under this master agreement. The agreement(s) the Parties reached for each specific engagement shall supersede any conflicting general provisions contained herein.
8. Termination
8.1. The terms and conditions governing termination, including eligible grounds for termination, advance notice requirements, and the effects of termination, shall be negotiated by the parties and recorded in writing or electronically for each individual consulting engagement under this master agreement.
8.2. Either party may terminate this agreement at any time by a written or electronic notice to the other party. The terminating party shall provide a valid and reasonable explanation for the termination in the written or electronic notice.
9. Entire Agreement
This agreement constitutes the entire understanding of the parties with respect to the Services. The Terms may be updated occasionally, and the most recent version shall apply and be available on the Consultant’s website.