END USER LICENSE AGREEMENT AND TERMS OF SERVICE

1. GENERAL

 

1.1 This Terms of Service, effective as of the Effective Date, establishes the terms between you and Seller Toolset (“we” or “us”). It governs your utilization of the Service provided by Seller Toolset.

1.2 By accessing the Seller Toolset Platform and using the Services as either a Customer or a Free Trial User, you confirm that you have carefully read and comprehended this Agreement. Additionally, you agree to abide by all the terms outlined in this Agreement. Seller Toolset reserves the right to change or add to this Agreement at any time, in its sole discretion and without prior notice. It is recommended that you regularly review the Agreement for any updates or alterations that may affect you. Your ongoing use of the Service and/or the Seller Toolset Platform, subsequent to changes in the Agreement, signifies your acceptance of such modifications.

1.3 Any infringement or breach of this Agreement may lead to the suspension or termination of your Account or License for using the Service.

1.4 All new users will be automatically added to a newsletter, may unsubscribe at any time.

2. SERVICES

 

2.1 Service and Website. The services provided by Seller Toolset (referred to as “Seller Toolset,” the “Service,” “we,” or “us”) are designed to assist merchants in selling on Amazon.
 
2.2 Customer. By being a customer of the Service or representing an entity that is a customer of the Service, you are considered a “Member” according to this agreement (referred to as “you”). You affirm that you possess the full power, capacity, and authority to accept these Terms on behalf of yourself or your employer.
 

2.3 Account Requirements. To establish an account and utilize the Service, you must:

  • Be 18 years of age, or the age of majority in your province, territory, or country, to become a Member. Individuals below the age of 18, or the applicable age of majority, may use the Service only with the involvement of a parent or legal guardian, under their account and subject to these Terms.
  • Provide your legal full name, valid email address and phone number, zip code, and any other information requested to complete your account signup.
  • Furnish one or more Payment Methods. “Payment Method” refers to a current, valid, accepted method of payment, subject to updates and may include payment through a third-party account.
  • Personally and manually create your account without utilizing any automated means, except for any auto-complete feature provided by your internet service provider. A third party may not create an account for you, and you must not permit any third party to use your information for account creation.
 
2.4 Account Ownership. The Member creating the account and whose Payment Method is charged (the “Account Owner”) retains access to and control over the account. The Account Owner is accountable for any activity occurring through the account. To safeguard the account and prevent unauthorized access, the Account Owner should maintain control over Service access and avoid disclosing the password or Payment Method details associated with the account. Account owners are prohibited from sharing their account, login, or any other access-related credentials. You must promptly inform us of any unauthorized account use. We are not liable for any loss or damage resulting from your failure to comply with this security obligation.
 
3. PAYMENT
 
3.1 Billing. Seller Toolset may present the Service with various billing methods, including but not limited to one-time subscriptions, monthly recurring subscriptions, and annual recurring subscriptions (“Subscription”). Upon subscribing to the Service (“Subscription Date”), Seller Toolset will initiate billing, continuing based on your chosen Subscription until you opt to cancel. To prevent Subscription renewal, you must cancel at least one day before the next billing date. Fees will be charged to your Payment Method on the day corresponding to the Subscription Date. Subscription fees are earned upon payment, and the payment date may change in certain situations, such as unsuccessful settlements or an Effective Date outside a specific month.
 
3.2 Payment Methods. You must provide one or more Payment Methods to utilize the Service, and you are accountable for any uncollected amounts. If payment fails due to reasons like expiration or insufficient funds, and you don’t cancel your account, we may suspend your service access until a valid Payment Method is successfully charged. Some Payment Methods may entail additional fees, and details can be obtained from your Payment Method service provider.
 
3.3 Cancellation. You can terminate your membership at any time, retaining access to the Service until the end of your billing cycle. We don’t issue refunds or credits for partial membership periods. To cancel, navigate to your Seller Toolset account settings or contact our Customer Support team at . Upon cancellation, your account automatically reverts to a free version at the end of your current billing period.
 
3.4 Changes to Price and Subscription Plans. We retain the right to modify subscription plans or adjust Service pricing at our discretion and at any time. Any alterations to pricing or subscription plans will become effective after notifying you, unless otherwise expressly stated in these Terms.
 
3.5 No Refunds. Payments are nonrefundable, and no refunds or credits are provided for partially used periods. After cancellation, access to the service persists until the current billing period ends.
 
4. DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY
 
4.1 DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, SELLER TOOLSET OFFERS THE WEBSITE AND SERVICE AS-IS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE WEBSITE OR ITS SERVICE, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. SELLER TOOLSET DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON THE WEBSITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN PARTICULAR, SELLER TOOLSET MAKES NO REPRESENTATION OR WARRANTY THAT THE INFORMATION PROVIDED THROUGH THE SERVICE, REGARDLESS OF THE SOURCE, IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. SELLER TOOLSET DISCLAIMS ALL LIABILITY FOR ANY INACCURACY, ERROR, OR INCOMPLETENESS IN THE SERVICE.
 
4.2 LIMITATION OF LIABILITY. EXCEPT TO THE MINIMUM EXTENT REQUIRED BY APPLICABLE LAW AND THEN ONLY TO THAT EXTENT, IN NO EVENT WILL SELLER TOOLSET, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES OR AGENTS BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, COST OF SUBSTITUTE GOODS OR SERVICE, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE WEBSITE OR SERVICE (OR THE TERMINATION THEREOF FOR ANY REASON), EVEN IF SELLER TOOLSET TEAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ALL CLAIMS MADE ABOUT THE SERVICE IN ANY MONTH WILL BE NO MORE THAN WHAT YOU PAID US THE MONTH BEFORE.
 
5. CUSTOMER LIABILITY, ASSUMED RISKS, AND SELLER TOOLSET LIABILITY.
 
5.1 The customer bears full responsibility for selecting and engaging in business transactions with various parties, including but not limited to Amazon. The customer is also responsible for defining the terms of their agreements with these parties, as well as with network sites and flex feed destinations.
 
5.2 Seller Toolset holds no accountability for the quality or availability of products or services offered by the customer. Additionally, Seller Toolset is not responsible for ensuring the customer’s compliance with Amazon’s terms and conditions, nor does it guarantee the adequacy of any documents generated using customer data. This includes invoices, shipment reports, packing slips (including Packing Slips, Manual Final Packing Slips, or Final Packing Slips), Shipment Information, Final Shipment Information, or any other accounting information.
 
5.3 Seller Toolset does not assume responsibility for the solvency of the customer’s clients or any third party’s adherence to transaction terms. Furthermore, Seller Toolset disclaims liability for any harm, loss, or damage purportedly caused by the goods or services sold by the customer.
 
5.4 Results Not Guaranteed. Seller Toolset does not provide any guarantee or representation regarding the outcomes of using the Website or Service. Testimonials or examples presented on Seller Toolset’s Website, programs, and/or the Service serve as illustrations of potential outcomes but do not assure any specific results, including increased income, Amazon ranking, sales, or any other results, based on the utilization of the Service or any other products, programs, or services offered by us.
 
5.5 Indemnification for Breach of Terms of Use. By using the Service or Website, you agree to indemnify and protect Seller Toolset, along with its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries, and affiliates, from any demands, losses, liabilities, claims, or expenses (including attorneys’ fees) made by any third party due to, arising out of, or in connection with your use of the Service or Website.
 
5.6 Third-Party Resources. In cases where the Seller Toolset Platform or Website provides links to other websites and resources offered by third parties, these links are provided for informational purposes only. Such links should not be construed as an endorsement by Seller Toolset of the linked websites, and Seller Toolset disavows any responsibility for the use of these links.
 
6. LIABILITY LIMITATIONS.
 
6.1 SELLER TOOLSET SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR THE LOSS, DELAY, OR INTERCEPTION OF CUSTOMER DATA, WHETHER ARISING FROM GENERAL USE, HACKING, SERVER FAILURE, OR ANY ISSUES RELATED TO DAILY BACKUPS OR OTHERWISE. THE CUSTOMER ACKNOWLEDGES THAT: (A) THE TECHNICAL PROCESSING AND TRANSMISSION OF CUSTOMER DATA IS ESSENTIAL FOR THE USE OF THE SERVICE; (B) CUSTOMER DATA WILL BE TRANSMITTED OVER THE INTERNET AND VARIOUS NETWORKS, SOME OF WHICH MAY NOT BE OWNED OR OPERATED BY SELLER TOOLSET; AND (C) UNAUTHORIZED PARTIES MAY ACCESS CUSTOMER DATA WHEN COMMUNICATED ACROSS THE INTERNET, NETWORK COMMUNICATIONS FACILITIES, TELEPHONE, OR OTHER ELECTRONIC MEANS.
 
6.2 SELLER TOOLSET IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM THE CUSTOMER’S FAILURE TO ADHERE TO THE SECURITY OBLIGATION.
 
6.3 THE CUSTOMER IS ACCOUNTABLE FOR BREACHES OF SECURITY OBLIGATIONS OR SECURITY INCIDENTS RESULTING FROM THE USE OF THE CUSTOMER’S ACCESS OR LOGIN CREDENTIALS, INCLUDING INSTANCES WHERE ACCESS OR LOGIN CREDENTIALS ARE SHARED, OR WHERE THE CUSTOMER FAILS TO ADEQUATELY SAFEGUARD THEM.
 
6.4 SELLER TOOLSET IS NOT LIABLE FOR LOSSES, DAMAGES, PENALTIES, OR FEES ARISING FROM ERRORS, MISREPRESENTATIONS, INACCURACIES, OR INCOMPLETENESS OF CUSTOMER DATA, DISCREPANCIES, OR ELIGIBLE CLAIMS, WHETHER CAUSED BY THE CUSTOMER OR A THIRD PARTY. THE CUSTOMER IS SOLELY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF ALL CUSTOMER DATA, INCLUDING DOCUMENTS AND INFORMATION RELATED TO FULFILLMENT, SHIPMENT, INVENTORY, TAXES, DISCREPANCIES, AND ELIGIBLE CLAIMS.
 
6.5 SELLER TOOLSET IS NOT LIABLE FOR LOSSES, DAMAGES, PENALTIES, OR FEES SUSTAINED OR THREATENED BY THE CUSTOMER OR ANY THIRD PARTY DUE TO THE SUSPENSION OR SHUTDOWN BY AMAZON OR ANY THIRD PARTY OF (A) SELLER TOOLSET’S PLATFORM OR (B) CUSTOMER’S ACCOUNTS, SITES, PLATFORMS, SERVICES, OR OTHER BUSINESS. THIS APPLIES IRRESPECTIVE OF THE STATED REASON, TIMING, OR DURATION OF THE SUSPENSION OR SHUTDOWN, WHETHER NOTICE HAS BEEN GIVEN, WHETHER A CURE HAS BEEN INITIATED, OR ANY CLAIMS, PROVEN OR UNPROVEN, BY AMAZON OR THIRD PARTIES UNDERLYING THE SUSPENSION OR SHUTDOWN. SELLER TOOLSET IS NOT OBLIGATED TO INDEMNIFY THE CUSTOMER OR ANY THIRD PARTY FOR LOSSES, DAMAGES, OR CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM ANY SUSPENSION OR SHUTDOWN AS OUTLINED IN THESE TERMS.
 
7. INDEMNIFICATION
 

7.1 Customer’s Indemnification. Customer is responsible for indemnifying, defending, and holding harmless Seller Toolset and its Representatives against any and all obligations, actions, suits, claims, demands, settlements, judgments, damages, losses, liabilities, costs, and expenses (including attorney’s fees). This includes, but is not limited to, situations where:

  • Customer fails to comply with or breaches the Agreement,
  • Issues related to Customer Data, Customer Marks, ad content, Product Information, or Customer’s products, such as Intellectual Property infringement claims, product liability claims, or inaccurate information supplied by Customer,
  • Negligence, recklessness, or willful misconduct of Customer or its Representatives,
  • Death or bodily injury caused by Customer’s conduct,
  • Third-party claims against Customer resulting from acts or omissions of Customer, its employees, agents, contractors, successors, and permitted assigns.
 

7.2 Seller Toolset has the right to assume exclusive defense and control of any matter, and Customer agrees to cooperate. Additionally, Customer shall reimburse or pay in advance, as per Seller Toolset’s discretion, all costs and expenses, including attorney’s fees.

7.3 Seller Toolset Indemnification. Seller Toolset shall indemnify, defend, and hold harmless Customer and its Representatives for the aggregate lesser amount of either (i) the Liability Cap or (ii) Seller Toolset’s liability or obligations, provided they are below the Liability Cap. This applies unless Seller Toolset has no liability as per this Agreement or disclaimers. The indemnification covers obligations, actions, suits, claims, demands, settlements, judgments, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from a third-party claim related to any gross negligence or willful misconduct of Seller Toolset or its Representatives while providing Services to Customer.

7.4 Requirements of Indemnification. For indemnification to apply, the indemnified parties must promptly notify the indemnifying party in writing of any claim, tender control of defense and settlement to the indemnifying party (at their expense and with their choice of counsel), and fully cooperate with the indemnifying party in defending or settling the claim. The indemnifying party’s liability is limited to damages determined in a final court order or paid through settlement. However, the indemnifying party is not liable for settlements made without their prior written consent, which cannot be unreasonably withheld. The indemnifying party cannot enter into any settlement admitting fault or requiring payment by the indemnified party without their prior consent.

8. SECURITY & RETENTION
 
8.1 Security. Safeguarding the privacy and security of your data is our top priority. We implement reasonable technical and organizational measures to ensure the confidentiality, security, and integrity of your Personal Data. Despite employing multiple security measures to protect against loss, misuse, or unauthorized disclosure of your Personal Data, we cannot guarantee 100% security for information transmitted to us over the Internet.
 
8.2 Retention. We retain your information for the duration necessary to provide our services. Should you wish to cancel your account or request that we cease using your information for service provision, please contact us at support@sellertoolset.com. We will only retain information essential for complying with legal obligations, resolving disputes, and enforcing our agreements.
 
9. GENERAL PROVISIONS.
 
9.1 Assignment. The Agreement may not be assigned by the Customer without the prior written consent of Seller Toolset.
 
9.2 Relationship of the Parties. The parties acknowledge that they are independent contractors. This Agreement does not establish a joint venture, partnership, agency, or employment relationship between them.
 
9.3 Entire Agreement. This Agreement represents the entire understanding between the parties concerning its subject matter and supersedes any prior negotiations, proposals, agreements, or understandings, whether oral or written. Any representations, warranties, course of dealing, or trade usage not expressly stated in the Agreement are not binding. Amendments to the Agreement must be in writing and executed by the parties. In the event of a conflict between the terms of the Agreement and a subsequent writing signed by the parties, the terms of the subsequent writing prevail.
 
9.4 Severance. If any provision of the Agreement is deemed invalid or unenforceable, it will not affect the remaining provisions, and the invalid or unenforceable provision will be interpreted to be consistent with the Agreement.
 
9.5 No Waiver. The failure of either party to enforce or require performance of any provision at any time does not waive or affect the right to enforce that provision at a later time.
 
9.6 Exhibits. All Exhibits, Schedules, and other addenda referenced in the Agreement are incorporated into the Agreement by reference.
 
9.7 No Reliance. Each party represents and warrants to the other that it does not rely on any promises, guarantees, or assurances not expressly contained in the Agreement.