Terms of Service

Definitions

For purposes of this Agreement:

• “Services” means the Sellico programs, campaigns, data insights, strategic recommendations, consulting, research, software-enabled deliverables, and related offerings purchased by Client, as further described in the applicable Order Form, statement of work, invoice, checkout page, or similar commercial document (collectively, the “Order Form”).
• “Client Data” means any data, content, product information, account information, creative assets, credentials, reports, files, or materials submitted, provided, or made available by or on behalf of Client.
• “Sellico IP” means all proprietary systems, methodologies, software, scripts, templates, frameworks, campaign structures, data models, processes, documentation, know-how, and all related intellectual property rights owned, developed, or licensed by Sellico.
• “Deliverables” means any reports, recommendations, dashboards, campaign assets, insights, or outputs provided by Sellico to Client as part of the Services, excluding Client Data.
• “Marketplace” means Amazon, Walmart, TikTok Shop, Shopify, or any other e-commerce marketplace, platform, advertising network, website, or third-party channel relevant to the Services.

Services; Order Form Controls

Sellico will provide the Services purchased by Client as described in the applicable Order Form. The Order Form may specify service scope, pricing, billing cadence, minimum term, renewal terms, deliverables, and other commercial details.

If there is any conflict between this Agreement and an Order Form, the Order Form will control solely with respect to service scope, pricing, billing cadence, and term, and this Agreement will control with respect to all legal and risk-allocation provisions unless the Order Form expressly states otherwise.

Term; Renewal; Termination

This Agreement begins on the date Client first purchases, accesses, or uses the Services and continues for the term stated in the applicable Order Form. If the Order Form provides for automatic renewal, the Services will renew for successive renewal periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Unless otherwise stated in the Order Form, Client may not terminate the Services for convenience before the end of the applicable term. Either party may terminate this Agreement for material breach if the other party fails to cure such breach within ten (10) days after written notice. Sellico may suspend or terminate Services immediately if Client violates marketplace rules, the Direct URL Policy, the Review Compliance section, payment obligations, or any usage restriction in this Agreement.

Termination or expiration does not relieve Client of any payment obligations accrued prior to the effective date of termination, and Sections intended by their nature to survive termination will survive, including confidentiality, intellectual property, indemnification, limitations of liability, dispute resolution, and payment obligations.

Platform Compliance

Sellico designs Services with general compliance considerations in mind, but Sellico does not represent or warrant that the Services, Deliverables, or recommendations comply with all laws, regulations, or Marketplace policies. Client acknowledges that it has independently reviewed, understands, and accepts responsibility for compliance with all applicable Marketplace terms, advertising rules, promotional rules, and legal requirements.

Client is solely responsible for how it implements any recommendation, campaign structure, pricing action, rebate, promotion, offer, or operational change in its business and on any Marketplace.

Platform Risk

Client acknowledges that Marketplaces may suspend, limit, suppress, restrict, or terminate listings, accounts, offers, traffic, reviews, or selling privileges at their sole discretion and for reasons outside Sellico’s control. Sellico is not responsible for any Marketplace decision, enforcement action, algorithmic change, listing suppression, account suspension, lost revenue, lost profits, reputational harm, inventory impact, or related losses arising from or related to Client’s Marketplace presence or use of the Services.

Client Responsibilities

Client acknowledges that Sellico’s ability to perform the Services effectively depends on Client’s active cooperation and operational readiness. Client agrees to: maintain sufficient inventory levels to support campaigns and expected demand; maintain commercially reasonable and competitive pricing for promoted products; provide timely approvals, access, creative assets, data, credentials, and other information reasonably requested by Sellico; and review and implement Sellico’s recommendations in good faith, subject to Client’s independent business judgment.

Client understands that failure to satisfy these responsibilities may materially impact performance, timelines, or results. Sellico will not be responsible for performance issues, delays, or shortfalls to the extent caused by Client’s inventory constraints, pricing decisions, delayed approvals, missing information, failure to implement recommendations, account limitations, or other Client-side operational issues.

Independent Contractor Relationship

Sellico is an independent contractor and not an employee, agent, partner, joint venturer, fiduciary, or legal representative of Client. Nothing in this Agreement creates any partnership, joint venture, franchise, agency, or employment relationship between the parties.

Sellico has no authority to bind Client to any agreement, representation, warranty, commitment, or obligation unless expressly authorized by Client in writing. Client retains sole control over its business decisions, pricing, listings, inventory, promotions, account settings, Marketplace actions, legal compliance, and implementation choices.

Intellectual Property Ownership

All right, title, and interest in and to the Sellico IP remain solely and exclusively with Sellico. Except for the limited rights expressly granted under this Agreement, no rights are transferred to Client by implication, estoppel, or otherwise.

Subject to Client’s full and timely payment of all fees due, Sellico grants Client a limited, non-exclusive, non-transferable, non-sublicensable license during the term of the applicable Services to use the Deliverables solely for Client’s internal business purposes. Client may not copy, reproduce, modify, reverse engineer, decompile, disassemble, resell, license, distribute, publish, or otherwise exploit any Sellico IP, except as expressly permitted in writing by Sellico.

Client Data; Usage Rights

Client retains ownership of its Client Data. Client grants Sellico a worldwide, royalty-free, non-exclusive license to access, use, host, reproduce, process, transmit, and display Client Data as reasonably necessary to provide the Services, improve the Services, create internal analytics, troubleshoot issues, and fulfill Sellico’s obligations under this Agreement.

Sellico may use anonymized, aggregated, de-identified, or benchmarked data derived from Client Data and service performance for analytics, product improvement, internal reporting, marketing, sales materials, and benchmarking, provided such use does not identify Client as the source without Client’s written consent.

Client represents and warrants that it has all rights, permissions, and authority necessary to provide Client Data to Sellico and to authorize Sellico’s use of such Client Data under this Agreement.

Confidentiality

Each party agrees to protect the other party’s non-public, confidential, or proprietary information using reasonable care and to use such information solely as necessary to perform under this Agreement or exercise rights granted under this Agreement. Neither party will disclose such information to any third party except to employees, contractors, professional advisors, or service providers who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already lawfully known by the receiving party without restriction; (c) is lawfully received from a third party without breach of any obligation; or (d) is independently developed without use of the disclosing party’s confidential information. These obligations survive termination of this Agreement.

Direct URL Policy

Client may not modify, alter, recreate, replicate, replace, redirect, tamper with, or substitute any URLs, links, routing structures, landing paths, or related tracking mechanisms provided, specified, approved, or instructed by Sellico in connection with the Services, including any Super URLs, two-step URLs, add-to-cart URLs, canonical URLs, attribution links, keyword manipulation links, or similar URL structures.

If Client violates this section, Sellico may suspend Services immediately while investigating the issue and may terminate the applicable Services or this Agreement for cause. Repeated violations, intentional violations, or violations that create Marketplace risk may result in immediate termination without refund.

Services; No Guarantees

All Services are intended to support Client’s visibility, traffic, conversion opportunities, operational insights, and strategy execution. Sellico does not guarantee any specific result or outcome, including without limitation sales volume, revenue, profit, ranking, listing performance, ad performance, review count, review sentiment, conversion rate, account standing, Buy Box retention, or Marketplace approval.

Client acknowledges that business outcomes depend on numerous factors outside Sellico’s control, including product quality, pricing, competition, inventory levels, fulfillment performance, customer behavior, seasonality, Marketplace decisions, advertising conditions, and Client implementation.

Advisory Nature of Services; No Reliance

Client acknowledges that all recommendations, strategies, insights, analyses, reports, and other guidance provided by Sellico are advisory in nature only. Sellico does not make business decisions on Client’s behalf, and Client retains sole discretion and responsibility with respect to whether, when, and how any recommendation is implemented.

Client further acknowledges that it is not relying on Sellico as a fiduciary, legal advisor, financial advisor, accountant, broker, or other licensed professional, and that Client is solely responsible for obtaining any legal, tax, accounting, regulatory, or other professional advice it deems necessary for its business or Marketplace activities.

Review Compliance

From time to time, products may be purchased, sampled, shipped, or otherwise provided for research, testing, creative evaluation, or customer-experience analysis. Receipt of a product is not conditioned upon, and does not require, the submission of any review, rating, feedback, testimonial, endorsement, or positive statement.

Sellico does not control whether a person leaves a review, whether a review is positive, negative, or neutral, or the content of any review. Client acknowledges that no part of the Services is intended to require incentivized, manipulated, or non-compliant review activity.

Enforcement Rights

Sellico may monitor Client’s compliance with this Agreement as reasonably necessary to protect the integrity of the Services and Sellico’s business. If Sellico reasonably believes Client has violated this Agreement, Sellico may issue a warning, require corrective action, suspend access, pause performance, withhold Deliverables, or terminate the applicable Services or this Agreement.

Sellico’s failure to enforce any provision at any time does not waive its right to enforce that provision later.

Fees; Billing; Chargebacks

All Service Fees, prepaid balances, bulk purchases, campaign credits, discounted service packages, deposits, and promotional credits are non-cancelable and non-refundable unless expressly approved in a signed writing by Sellico. Client acknowledges that Sellico may immediately allocate internal resources, operational capacity, onboarding time, campaign planning, staffing, and infrastructure upon purchase, including for prepaid or bulk service commitments. Failure to use purchased Services, credits, balances, or allocations does not entitle Client to any refund, repayment, or cancellation.

If Client purchases Services, balances, or credits through bulk pricing, promotional pricing, bonus-credit structures, or discounted commitment arrangements, such pricing is provided in consideration of the full committed purchase and is not subject to partial cancellation, pro-rata refund, retroactive repricing, or chargeback. Any refund or cancellation approved by Sellico may result in the forfeiture of promotional credits, bonus balances, discounted pricing, or other incentives previously provided, and Sellico reserves the right to recalculate pricing based on standard non-discounted rates.

Client agrees not to initiate chargebacks, ACH reversals, wire recalls, payment disputes, or unauthorized payment reversals without first providing Sellico written notice and a reasonable opportunity to resolve the matter directly. If Client initiates a payment dispute in violation of this Agreement, Sellico may immediately suspend Services and Client will remain responsible for all outstanding balances, reversed amounts, collection costs, legal fees, arbitration costs, and enforcement expenses to the maximum extent permitted by law.

Indemnification

Client will defend, indemnify, and hold harmless Sellico and its owners, officers, employees, contractors, affiliates, successors, and assigns from and against any third-party claims, demands, actions, investigations, damages, liabilities, losses, judgments, settlements, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to: (a) Client Data; (b) Client’s products, listings, offers, promotions, claims, or conduct; (c) Client’s violation of law, Marketplace rules, or this Agreement; (d) Client’s implementation or misuse of the Services or Deliverables; or (e) any dispute between Client and its customers, vendors, partners, or Marketplace providers.

Acknowledgment of Risk

Client acknowledges that e-commerce, advertising, and Marketplace operations involve inherent commercial, regulatory, competitive, and platform-related risks. Client voluntarily assumes all risks associated with its business decisions, implementation choices, product sales, promotional strategies, and Marketplace activities, whether or not informed by the Services.

Disclaimer of Warranties

To the maximum extent permitted by law, the Services, Deliverables, and all related materials are provided on an “as is” and “as available” basis. Sellico disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, availability, uninterrupted service, or results.

Limitation of Liability

To the maximum extent permitted by law, Sellico will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenues, business opportunities, goodwill, data, or business interruption, even if advised of the possibility of such damages.

Sellico’s total cumulative liability arising out of or related to this Agreement, the Services, or any Order Form will not exceed the total fees actually paid by Client to Sellico under the applicable Services during the twelve (12) months immediately preceding the event giving rise to the claim. The foregoing limitations will not apply to liability arising from Sellico’s gross negligence, willful misconduct, or any liability that cannot be limited by law.

Governing Law

This Agreement and any dispute arising out of or relating to it will be governed by the laws of the State of Maryland, without regard to its conflict of laws principles.

Dispute Resolution; Arbitration; Class Action Waiver

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between the parties will be resolved exclusively by final and binding arbitration in the State of Maryland, except that Sellico may seek temporary, preliminary, or injunctive relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or enforcement rights.

The arbitration will be conducted on an individual basis only. Client and Sellico each waive any right to a jury trial and any right to participate in a class action, collective action, mass arbitration, representative action, or similar proceeding. Unless otherwise required by applicable law or awarded by the arbitrator, each party will bear its own attorneys’ fees and costs.

Entire Agreement

This Agreement, together with any applicable Order Form, constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous understandings, proposals, statements, negotiations, and agreements relating to the subject matter hereof.

No amendment, modification, or waiver of any provision of this Agreement will be effective unless in writing and signed by Sellico, except that Sellico may update this Agreement prospectively by posting a revised version for future purchases or renewal terms.