Terms of Service

1. Introduction and Agreement

Welcome to WEBPRIME. These Terms of Service (“Agreement”) constitute a legally binding agreement between you (“Client”, “you”) and WEBPRIME (“the Firm”, “we”, “us”), an e-commerce consulting firm specializing in 3P marketplace management.

This Agreement governs your engagement of our consulting services, including but not limited to Amazon account management, product listing optimization, Pay-Per-Click (PPC) advertising management, brand strategy, data analytics, and other related services (collectively, the “Services”).

By engaging our Services, you signify your full acceptance of this Agreement. If you do not agree to these terms, you should not use our Services.

2. Scope of Services and Proposals

The specific Services to be provided, along with deliverables, timelines, and fees, will be detailed in a separate document such as a Proposal or Statement of Work (“SOW”). Each SOW, once executed by both parties, will be incorporated into and form part of this Agreement. In the event of a conflict between this Agreement and an SOW, the terms of the SOW shall prevail for that specific engagement.

3. Client Responsibilities and Obligations

To enable us to perform the Services effectively, you agree to:

• Provide timely access to necessary resources, including but not limited to your Amazon Seller Central or Vendor Central account, product information, brand assets, and other relevant data.

• Provide accurate and complete information and materials required for the project.

• Appoint a primary contact person who is authorized to make decisions and provide approvals on your behalf.

• Provide timely feedback and approvals to ensure the project progresses as planned.

• Comply at all times with Amazon’s Terms of Service, program policies, and other guidelines. You acknowledge that we are acting as your agent on the platform and that you are ultimately responsible for all activity on your account.

• Ensure your products, services, and marketing materials comply with all applicable laws and regulations.

4. Fees, Payment, and Expenses

• Fees: The Client agrees to pay the fees as specified in the applicable SOW. Fees may be structured as a monthly retainer, a project-based flat fee, or on an hourly basis.

• Invoicing: Invoices will be issued as outlined in the SOW, typically on a monthly basis. All invoices are due and payable within fifteen (15) days of receipt unless otherwise specified.

• Late Payments: Payments not received by the due date will accrue interest at a rate of $1.5%$ per month, or the highest rate permitted by law, whichever is lower. We reserve the right to suspend all Services until the outstanding balance is paid in full.

• Expenses: The Client agrees to reimburse the Firm for pre-approved, out-of-pocket expenses incurred in connection with the Services (e.g., third-party software costs, specific ad campaign costs not paid directly by the client).

5. Term and Termination

• Term: This Agreement commences on the date of engagement and will continue until terminated as provided herein. The term for specific services will be outlined in the relevant SOW.

• Termination for Convenience: Either party may terminate this Agreement or any SOW for any reason by providing thirty (30) days’ written notice to the other party.

• Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches a material term of this Agreement and fails to cure such breach within ten (10) days of receiving notice.

• Effect of Termination: Upon termination, the Client shall pay for all Services performed and expenses incurred up to the effective date of termination. We will cooperate in the reasonable transition of account management and will return all Client-owned materials and data.

6. Confidentiality

Both parties agree to treat all information shared by the other party as confidential (“Confidential Information”). This includes business strategies, financial data, customer lists, and any non-public information. Each party agrees not to disclose the other’s Confidential Information to any third party without prior written consent, except as required by law. This obligation of confidentiality shall survive the termination of this Agreement.

7. Intellectual Property

• Client IP: You retain all ownership rights to your pre-existing intellectual property, including trademarks, copyrights, and proprietary information related to your products and brand (“Client IP”).

• Firm IP: We retain all ownership rights to our proprietary methodologies, software, tools, and general know-how used to provide the Services (“Firm IP”).

• Work Product: Any custom materials, reports, or creative content created specifically for you as part of the Services (“Work Product”) shall become your property upon full payment of all associated fees. However, we reserve a perpetual, royalty-free license to use such Work Product for our internal and portfolio purposes.

8. Warranties, Disclaimers, and Limitation of Liability

• NO GUARANTEE OF RESULTS: We will perform the Services with professional skill and care. However, you acknowledge that the Amazon marketplace is a dynamic and competitive environment. We make no warranty or guarantee of any specific results, such as increased sales, specific search rankings, or advertisement performance. The success of your brand on Amazon depends on numerous factors beyond our control, including pricing, competition, customer reviews, and Amazon’s own algorithm and policy changes.

• DISCLAIMER OF WARRANTY: THE SERVICES ARE PROVIDED “AS IS.” WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

• THIRD-PARTY PLATFORMS: We are not responsible for the policies and actions of third-party platforms like Amazon. We are not liable for any account suspensions, listing removals, or other adverse actions taken by Amazon.

• LIMITATION OF LIABILITY: IN NO EVENT SHALL WEBPRIME, ITS OWNERS, OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, CONSEQUENTIAL, INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Indemnification

You agree to indemnify, defend, and hold harmless WEBPRIME and its affiliates, officers, and employees from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with: (a) your products, including claims of product liability or intellectual property infringement; (b) your breach of this Agreement or any applicable laws; or (c) your violation of Amazon’s Terms of Service.

10. General Provisions

• Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law principles. Both parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Morris County, New Jersey.

• Relationship of Parties: We are an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.

• Entire Agreement: This Agreement, together with any executed SOWs, constitutes the entire agreement between the parties and supersedes all prior oral or written agreements.

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

• Waiver: The failure of either party to enforce any right under this Agreement shall not be deemed a waiver of any future enforcement of that or any other right.

• Notices: All notices required under this Agreement shall be in writing and sent to the contact email addresses provided by the parties.

Contacting Us

If you have any questions regarding these Terms of Service, please contact us at:

WEBPRIME
Email: legal@webprime.com
Address: 8 Campus Drive, Parsippany, NJ 07054