TERMS OF USE

LAST UPDATED JANUARY 17, 2023

Effective date: January 17, 2023

Welcome to Sellozo! These Terms of Use are between Ad-Ventures 1, Inc. (“Company,” “Sellozo,” “we,” “us,” or “our”), and you. Please read these Sellozo Terms of Use and our Privacy Policy carefully, as you agree that you consent to these terms and the policy by your use of this website and subscription to the services, as described further below.

Acceptance of the Terms of Use

The Sellozo service is a service that optimizes online marketing, spend, and sales-related features for users selling on Amazon websites and provides analytics for users to better understand their Amazon seller business (the “Services”). By using the Services, or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference (collectively, the “Terms”).

If you do not agree to these Terms of Use or the Privacy Policy, do not access or use the Services.

Term

These Terms remain in full force and effect until terminated by either party. We may terminate your account at any time and for any reason, and we may refund you a prorated portion of any plan prepayment, at our sole discretion. Certain subscription plans may only be terminated by you after a certain length of time (see Pricing page for details). All provisions of these Terms that should, by their nature, survive termination or expiration of these Terms shall survive termination or expiration, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and governing law.

Eligibility

By accessing or using any of the Services, you warrant and represent that you are at least eighteen (18) years old and with the full authority, right, and capacity to agree to these Terms as a binding contract and abide by all of the terms and conditions of these Terms.

Changes to the Terms of Use

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes.

Accessing the Services and Account Security

We reserve the right to withdraw, suspend, or amend the Services, and any service or material we provide as part of the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services.

It is a condition of your use of the Services that all the information you provide to us is correct, current, and complete. You agree that all information you provide is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Interactions with Amazon

The Services depend on our ability to review your current or planned marketing strategy, spend, and sales on Amazon’s website. Therefore, in order to use the Services you are required to sign in to your Amazon seller’s account through our website, and by doing so, you grant us permission to access your account data, including, but not limited to, all sales transactions, and view and make changes to your marketing strategy and spend. We are not responsible for Amazon’s website, payment portal, or your Amazon account, which are governed by Amazon’s own terms and policies.

The Services

We perform the Services by using proprietary software. You agree that by signing up for the optional Services, we may make changes related to such optional services, including, but not limited to, your advertising campaigns or your product price or to your Amazon account based on your selection of Services offered, at any time and for any reason, until you cancel your subscription to the Services. However, we do not make any guarantees about the effects or usefulness of the Services, including but not limited to, whether our changes to your online marketing, spend or sales will be successful or generate additional revenue for you, and your use of the Services is entirely at your own risk. This is because ultimately Amazon sales are determined by the effectiveness of your product and Amazon listing, which we have no control over. You are solely responsible for all fees charged by Amazon and for all campaign funding related to advertising or selling on its website. Additionally, to use the Services, you must provide a valid credit card that will be processed through a third party.

Fees and Payments

The Services are offered pursuant to a subscription plan. Sellozo reserves the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next Billing Period following the date of the change. If Sellozo changes the subscription fee or other charges for your subscription, we will give you advance notice of these changes. However, we will not be able to notify you of changes in any applicable taxes. Payments for the subscription are due prior to the start of the new term. You must cancel your subscription at least 24 hours prior to the start of the new term by contacting Customer Support at support@sellozo.com or you may be charged for the next term. Refunds will not be given once payment has been made, except at our sole discretion.

As long as you are subscribing to our Services or have an outstanding balance with us, you must provide us with a valid payment source that you are authorized to use and you authorize us to deduct the due charges against that payment source including, without limitation, any applicable taxes. If for some reason, we are unable to process your payment, we’ll try to contact you by email so you may provide us with an alternate payment source. Failure to perform payment will be a material breach of these Terms, and we may cancel your subscription immediately.

If the Services include us funding a campaign on your behalf, instead of you funding it yourself, we will bill you for such funding and you agree to pay such invoices per their terms.

Intellectual Property Rights

The Services and all related contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

If the Services include the creation of content for you (the “Finished Work”), you own all right, title, and interest in and to the Finished Work, subject to the restrictions below on Third-Party Materials (defined below), after it is transferred to you. You shall be the sole and exclusive owner of the Finished Work and all copyrights and other intellectual property rights in the Finished Work. You hereby grant us a perpetual, non-exclusive, royalty free, non-transferable right and license to use the Finished Work solely in connection with (1) the sale of the products on the applicable marketplaces, (2) promotional use on our social media accounts or our website, (3) case studies, and (4) our performance of the Services.

The Finished Work may include or operate in conjunction with materials and information, in any form or medium, including any audio, video, data, or other content that are not proprietary to the Company (“Third-Party Materials”). The Company will identify to you all Third-Party Materials it includes in or that are required for use with any Finished Work on or prior to delivery of the relevant Finished Work and provide to you: (a) a copy of all documentation and third-party license agreements relating to such Third-Party Materials as are available to the Company; or (b) website or other information specifying where you can access such documentation and third-party license agreements. All Third-Party Materials are provided pursuant to the terms and conditions of the applicable third-party license agreement. You shall comply with all such third-party license agreements and any breach by you thereof will be deemed a material breach of these Terms of Use.

Trademarks

The Company name and logo, and all related names, logos, product and service names, designs, and slogans are the property of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.
In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

Additionally, you agree not to:

Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services.
Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Services.
Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.
Use the Services to build a competitive product or service.
Disassemble, decompile, or otherwise reverse engineer any software or technology used to provide the Services.
Take any action that may damage or falsify the Company or Services rating.
Otherwise attempt to interfere with the proper working of the Services.

Users Outside the U.S.

The Services is controlled and operated from the United States and is subject to its laws. If you choose to access the Services outside of the United States, you do so at your own risk and are responsible for complying with all applicable laws, rules, and regulations.

Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS PARENT COMPANY, SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE SERVICES IN THE LAST SIX (6) MONTHS OUT OF WHICH LIABILITY AROSE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Services.

Governing Law and Jurisdiction

All matters relating to the Services and these Terms shall be governed by the internal laws of the State of Delaware without giving effect to any choice or conflict of law provisions or rules. Any litigation arising out of this Agreement will be brought solely and exclusively in the state or federal courts located in Vancouver, Washington.

Arbitration

At Company’s sole discretion, it may require you to submit any disputes arising from the use of these Terms or the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.

Waiver and Severability

Our failure to exercise or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.

Entire Agreement

These Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Sellozo with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Services.

Your Comments and Concerns

All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: support@sellozo.com.