1. Engagement, Scope & Schedules
Client engages Amerify to provide the services described in the applicable Order Form and Service Schedule (the “Services”), and Amerify accepts, subject to these Terms.
1.1 Managed vs. advisory scope
The Services are advisory (recommendations, audits, strategy) except for the specific deliverables the Order Form expressly designates as “managed / done-for-you.” Anything not listed as managed is advisory only.
1.2 Changes
Scope changes are effective only in a writing signed by both Parties; material scope increases may carry an additional fee.
2. Client Responsibilities
Amerify’s timelines and deliverables are expressly conditioned on Client timely providing: (i) least-privilege access to the relevant platform accounts and Brand Registry; (ii) product data, assets, brand approvals, and permissions Amerify reasonably requests; and (iii) responses and approvals. Deemed approval: if Client does not respond to a request for approval or input within five (5) business days, Amerify may treat it as approved and/or extend timelines accordingly. Missing or delayed Client input extends deadlines and excuses affected deliverables.
3. Platform Account Access & Credentials
Client is and remains the owner of its platform accounts. Client grants Amerify least-privilege authorized-user access (e.g., Seller Central authorized-user invite / Brand Registry role) and retains the master credentials at all times — Amerify does not hold or control master logins. Amerify is not liable for account lockouts, suspensions, or data loss caused by the platform, the Client, the Client’s other vendors, or prior agencies.
4. Ad Spend
Unless the Order Form states otherwise, Client’s own payment method sits on Client’s own advertising account with the platform (Amazon / TikTok / Meta). Amerify plans and manages campaigns but does not fund ad spend from Amerify’s accounts. Ad spend is paid by Client directly to the platform, is Client’s sole financial responsibility, is non-refundable by Amerify, and all billing disputes with the platform are Client’s.
5. Seller-of-Record Responsibility
Client is the seller/merchant of record and is solely responsible for its products, pricing, inventory, taxes, shipping, returns/refunds, product safety, labeling, claims, and legal/regulatory compliance. Amerify provides marketing and account services only and does not assume any of these responsibilities.
6. Fees, Payment & Collection
6.1 Fees
Client pays the Fee(s) on the schedule in the Order Form.
6.2 Automatic-charge authorization
Client authorizes Amerify to automatically charge Client’s saved card or ACH method for all Fees when due, per the Order Form, until the Agreement ends and all amounts are paid. This authorization is given to E-SIGN / UETA standards.
6.3 Late payment
Overdue amounts accrue interest at the lower of 1.5% per month or the maximum rate allowed by law, plus reasonable collection costs.
6.4 Chargebacks (reimbursement)
If Client initiates a chargeback or payment reversal for Services validly rendered, Client remains liable to Amerify for the reversed amount plus any processor/chargeback fees, collection costs, and reasonable attorneys’ fees. This is reimbursement of actual harm, not a fixed penalty.
6.5 Suspension for non-payment
If any amount is past due, Amerify may suspend, pause, or halt Services and withhold deliverables immediately (without it being a breach by Amerify) until paid, and Client is in breach.
7. Standard of Care; No Guaranteed Results; No Reliance
7.1 Standard of care
Amerify will perform the managed Services in a professional, workmanlike manner consistent with industry standards for Amazon/TikTok marketing services.
7.2 No guarantee of results
Amerify does not guarantee any result, including sales, revenue, ranking, ROAS, ACoS, TACoS, Buy Box, conversion, account health, listing approval, or reinstatement. Marketing results depend on factors outside Amerify’s control (the platform, competition, price, inventory, the product).
7.3 Estimates are illustrative
Any numbers, projections, ranges, or targets in an audit, proposal, deck, or sales call are illustrative estimates, not promises, and do not form part of this Agreement.
7.4 Integration / no reliance
This Agreement (Terms + Schedule + Order Form) is the entire agreement. Client has not relied on any statement, projection, or representation outside it, including anything said on a sales call. This supersedes all prior or contemporaneous statements.
8. Platform Compliance; Right to Refuse
Amerify performs Services in a manner intended to comply with applicable platform Terms of Service and law. Amerify may refuse any instruction it believes violates platform ToS or law (e.g., fake or incentivized reviews, review gating, undisclosed endorsements) without it being a breach.
9. Suspensions & Suppressions
A platform suspension, listing suppression, ranking drop, or account action is not a breach by Amerify and not grounds for a refund. Amerify may assist with reinstatement but guarantees no reinstatement or timeline. Deadlines pause while a platform review is pending.
10. Independent Contractor
Amerify is an independent contractor, not Client’s employee, partner, or joint venturer. Each Party is responsible for its own personnel, taxes, and withholding.
11. Confidentiality
Each Party holds the other’s Confidential Information in confidence during the Term and for five (5) years after, uses it only to perform or receive the Services, and does not disclose it except to personnel or advisors under similar obligations. Standard carve-outs apply (information that is public, independently developed, or legally compelled). On request or termination, each Party returns or destroys the other’s Confidential Information.
12. Non-Disparagement
Neither Party will make knowingly false or defamatory statements about the other, disclose the other’s Confidential Information, or harass the other. For clarity, nothing in this Agreement restricts either Party — including any Client — from giving honest reviews, honest opinions, or truthful statements about the Services, or from communicating with any government agency.
13. Non-Solicitation of Amerify Personnel
During the Term and for one (1) year after, Client will not directly or indirectly solicit or hire any Amerify employee, contractor, or subcontractor engaged during the Term. If Client hires such a person without Amerify’s written consent, Client pays a hire fee equal to the greater of that person’s annual compensation or $10,000.
14. Intellectual Property / Work for Hire
Deliverables Amerify creates for Client (the “Work Product”) assign to Client as its exclusive property upon Client’s full payment of all applicable Fees. Amerify retains all of its pre-existing and general know-how, methods, SOPs, templates, and tools (“Background IP”) and grants Client a non-exclusive, royalty-free license to use any Background IP embedded in the Work Product, solely to use the Work Product. No other license to Background IP is granted.
15. Indemnification
15.1 By Client
Client indemnifies Amerify against any third-party claim arising from: Client’s products, pricing, claims, labeling, or safety; Client-supplied content, images, or IP (including trademark or false-advertising claims); Client’s platform or account conduct; Client’s legal, tax, or regulatory non-compliance; and platform penalties caused by Client’s products or instructions. This obligation is not subject to the Section 16 liability cap.
15.2 By Amerify
Amerify indemnifies Client against third-party claims arising from Amerify’s breach of confidentiality or infringement by Amerify’s own Background IP (excluding Client-supplied materials).
16. Limitation of Liability
Except for (a) Client’s payment obligations, (b) either Party’s breach of confidentiality, (c) Client’s Section 15.1 indemnity, and (d) the Section 13 non-solicit — none of which are capped — neither Party’s total liability exceeds the fees the Client paid to Amerify in the sixty (60) days before the claim (or, for a one-time project, the one-time Fee paid), and neither Party is liable for indirect, consequential, special, incidental, punitive, or lost-profits damages.
17. Force Majeure
Neither Party is liable for failure or delay caused by events beyond its reasonable control, expressly including de-platforming, account suspension or termination, listing suppression, algorithm or policy changes, or other adverse actions by Amazon, TikTok, Meta, or any advertising or marketplace platform. Obligations pause for the duration; Fees already paid are non-refundable.
18. Data & Privacy
Each Party handles the other’s personal or PII data in compliance with applicable law, uses it only to perform or receive the Services, and applies reasonable safeguards. No data transmission over the Internet can be guaranteed fully secure; on discovering a security breach, the affected Party will notify the other so protective steps can be taken.
19. Term & Termination
General mechanics live in the applicable Service Schedule. Either Party may terminate for a material breach that the other fails to cure within five (5) business days of written notice. Amerify may terminate immediately for verbal abuse directed at its team (swearing, yelling, threats), with Fees through that date remaining due. Sections 6.5, 7, 11, 12, 13, 14, 15, 16, 17, 20, and 21 survive termination.
20. Governing Law, Venue & Fees
These Terms are governed by the laws of the State of Wyoming. Exclusive venue: the state and federal courts located in Sheridan, Wyoming. Each Party waives trial by jury. In any dispute, the prevailing Party recovers its reasonable attorneys’ fees and costs. There is no mandatory arbitration. The Parties acknowledge that money damages may be inadequate for a breach of Section 11 (Confidentiality) or Section 13 (Non-Solicit), and either Party may seek injunctive relief and specific performance for such a breach.
21. Miscellaneous
Assignment. Amerify may assign to a successor, affiliate, or in a sale of its business; Client may not assign without Amerify’s written consent. Severability. An unenforceable term is narrowed to the extent needed and the rest survives. Construction. The Agreement is deemed jointly drafted; no ambiguity is construed against either Party. Notices. Written notice by email is deemed given on transmission to the address in the Order Form. Entire agreement. Terms + Schedule + Order Form are the entire agreement and supersede all prior discussions. Electronic execution. The Parties agree to sign electronically (E-SIGN / UETA); click-acceptance and e-signature are valid and binding.
Service Schedules
Schedule A — One-Time Project
Term begins on the Effective Date and expires automatically on delivery; no renewal. The one-time Fee is payable in full on execution, earned upon commencement, and non-refundable except as required by law. Liability cap: the one-time Fee paid.
Schedule B — Recurring Retainer (Done-For-You)
Initial committed term (e.g., 3 or 6 months) set on the Order Form, then month-to-month; auto-renews until either Party gives 30 days’ written non-renewal notice. Monthly Fee auto-charged. Ending early without cause makes the unexpired committed months due plus a one-month early-termination fee. Liability cap: fees paid in the prior 60 days.
Schedule C — Recurring Retainer (Done-With-You / Advisory)
Amerify provides the strategy, analysis, recommendations, systems, and ongoing support; the Client’s team performs the execution. Advisory by default. Initial 3-month term, then month-to-month; auto-renews until either Party gives 30 days’ written non-renewal notice. Monthly Fee auto-charged; earned when each period’s guidance and materials are made available; non-refundable once made available. Liability cap: fees paid in the prior 60 days.