PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE SERVICE.
- The Services.
- General Description. Subject to these Terms, and your payment of the applicable fees, Spott shall provide you with: (i) appeal services in the event of any suspension, restriction, limitation, removal and/or cancelation occurs with respect to your Amazon store (“Store”) and/or products and items available in your Store (each, a “Listing”) due to alleged violation of Amazon platform terms and conditions (each, a “Platform Incident”); and (ii) monitoring services of the activity occurring in your Store and your Listings, in order to help you to avoid potential Platform Incident(s) ((i) and (ii) shall collectively be referred to as the “Services”).
- Appeal Services. In the event that you notify us of a Platform Incident with respect to your Store and/or Listing, we shall: (i) perform a comprehensive review and examination of the alleged Platform Incident, including all the Required Information (as defined below) ; (ii) prepare an appeal and/or appropriate request to the relevant Amazon department to remedy the Platform Incident; (iii) perform follow ups with Amazon, as required. For each Platform Incident you notify us of, which occurs during the term of your subscription to the Services, we will approach Amazon twice, , and we shall use commercially reasonable efforts to submit each such appeal/request within seventy two (72) hours from (a) the time of you notified us of the Platform Incident, or (b) our receipt of all the Required Information necessary for us to provide the Services, whichever is later. For purposes hereof, “Required Information” shall include: (w) the Platform Incident related notice you received from Amazon; (x) the details of the relevant Platform Incident; (y) all communications (whether internal or external) you had with Amazon concerning the relevant Platform Incident; and (z) any other information which may be required by us to provide the Services. It is hereby emphasized that we are not obligated under any circumstances to rewrite and resubmit an appeal/request, and this would be at our sole discretion. Furthermore, unless otherwise agreed by us in writing, you will be entitled to receive our Services in connection with Two Platform Incidents, for each of your Listings during the Term.
- Monitoring Service. During the Term, we will use commercially reasonable efforts to monitor your ongoing risk exposure to potential Platform Incidents, and provide you with recommendations to enable you to mitigate the risk of an occurrence of a Platform Incident in your Store and Listing. Such monitoring services will be based on your Account (as defined below) and Listing data.
- Services Disclaimers. You hereby acknowledge that the Services are provided on a commercially reasonable effort basis, and we cannot ensure that that an appeal will be accepted and/or that the Listing or the Store Account will be reinstated, nor can we ensure that the monitoring services will prevent Platform Incidents. Furthermore, you acknowledge that the Services will not be provided in the event that a Platform Incident occurs due to any of the following: (i) you failed to follow Amazon’s terms and conditions, policies, or any applicable law or regulation; (ii) careless or negligent act or omission that increased the risk in your Store or any Listing; (ii) any fraud, misrepresentation, or concealment; (iii) the Platform Incident could have been avoided by implementing necessary actions, as notified by us within a reasonable timeframe; and (iv) the Platform Incident occurred in relation to Listing which was not included in the scope of your subscription to the Services.
- Access to Store Account. In order to use the Services, you will have to grant us access to your Amazon Store account (“Account”). You hereby represent that you have all the necessary rights in the Store, including but not limited to the right to provide us access to the Account, and you agree that you must provide accurate and complete information. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify Spott immediately of any breach of security or unauthorized use of your Account. As between you and Spott, you are solely responsible and liable for the activity that occurs in connection with your Account. For the avoidance of doubt, you hereby acknowledge and agree that if, at any time during the Term, you will deny or restrict our access to your Account these Terms will automatically terminated and you will not be entitled to any refund.
- Third Party Content and Services; Links
- The Services may integrate and/or interact with third party services, such as through APIs or browser extensions. For example, the Services may leverage APIs from Amazon.com, Inc., Amazon Services LLC and/or its affiliates (“Amazon”) to integrate with and interact with certain Amazon services, and/or Google Chrome browser extensions. Spott has no affiliation, association, endorsement, or sponsorship by Amazon or any other third party services with which it integrates or interacts from time to time (“Third Party Services”). It shall be your sole responsibility to analyze and interpret any applicable third party terms of service (such as, without limitation, Amazon or Google terms of service) for you (collectively, “Third Party Terms”), and we do not make any claim, representation or warranty of any kind, type or nature concerning our, or your compliance with any such Third Party Terms. By using the Services, you hereby release Spott and waive any and all claims or claim rights that you may have against Spott, and release and indemnify Spott against any claims that any third party may have against you, including with respect to your use of any Third Party Services, including if accessed or used via our Services, and with respect to Third Party Terms, applicable privacy policies or any other rules or regulations of such third parties.
- Without limiting the generality of the foregoing, you acknowledge and agree that in order for the Services to work with certain Third Party Services, such as Amazon Marketplace Web Service, you hereby grant us access to your account on the applicable Third Party Service, including without limitation your Amazon Seller Central account and Amazon’s Selling Partner API in accordance with the instructions provided to you by us, and consent to give us access to your Account, and to collect, use and/or transfer to third parties we work with certain data found therein, including without limitation for purposes of us providing the Services, enhancing our Services, collecting and delivering market insights, predicting outcomes, and other business purposes. Such data may include without limitation sales data and information, pricing, shipping costs, and other similar information, or other information provided for the Services herein. For clarity, this information is not considered confidential information of yours for purposes of these Terms, and you represent and warrant that you have all necessary rights, consents and approvals, to grant us this access and this information for such uses.
- Your Obligations.
- You represent and warrant that all information (including but not limited to the Required Information) that you provide us will be true, accurate, complete and current, and that you have the right to provide such information to us in connection with your use of the Services. You may not: (i) copy, distribute or modify any part of the Services without our prior written authorization; (ii) restrict or inhibit any other user from using and enjoying the Services; (iii) post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, vulgar, sexually-orientated, profane, threatening, abusive, hateful, offensive, false, misleading, derogatory, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law; (iv) use a false email address, impersonate any person or entity, forge e-mail headers or otherwise disguise the origin of any communication or mislead as to the source of the information you provide to the Services; (v) use the Services in any manner that could damage, disable, overburden, or impair our servers or interfere with any other party’s use and enjoyment of the Services; (vi) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content (as defined below) or that enforce limitations on use of the Services; or (vii) use the Services for any unlawful purpose.
- You acknowledge and agree that Spott has the right to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Services properly, or to protect itself or its customers.
- Fees and Payments
- Your access to and use of the Service is subject to payment in full of the subscription fees, as further detailed: click here (“Site”) and\or the order form, as applicable. You shall be entitled to an initial 30 days free trial period at the beginning of the services period, and you may cancel your subscription to the Services at any time. You acknowledge that the subscription fee during any Renewal Term (as defined below) will, unless set forth in the Site and\or the order form (as applicable), be determined by Spott’s then-current subscription fees.
- Unless otherwise stated, all fees are stated, and shall be paid, in US Dollars, are non-refundable, and are exclusive of all taxes, levies, or duties, which are your responsibility. The payment methods are as set forth in the Site and\or the order form, as applicable.
- Intellectual Property Rights
- The (i) content included in the Services, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (the “Materials”); and (ii) the trademarks, service marks and logos contained therein (“Marks”, and together with the Materials, the “Content”), are the property of Spott and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “Spott”, the Spott logo, and other marks are Marks of Spott or its affiliates. All other trademarks, service marks, and logos used in connection with the Services are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Services and the Content.
- Content on the Site and the Services is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein.
- Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available in connection with the Services is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.
- Warranty Disclaimers.
- This Section applies whether or not the Services are provided for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
- THE SERVICES, SITE AND ALL INFORMATION, CONTENT, AND MATERIALS RELATED TO THE FOREGOING ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SPOTT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SPOTT DOES NOT GUARANTEE THAT THE SERVICES WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE SITE AND SERVICES MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE BY A THIRD PARTY. SPOTT DOES NOT GUARANTEE THAT THE SERVICES WILL IDENTIFY ALL POTENTIAL BREACHES BY YOU OF ANY AMAZON T&C’S THAT MAY LEAD TO SUSPENSION OR CANCELATION OF YOUR STORE ACCOUNT, AND WE CANNOT GUARANTEE THAT AMAZON WILL ACCEPT ANY APPEAL OR REQUEST SUBMITTED BY US ON YOUR BEHALF.
- Limitation of Liability.
- TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SPOTT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF SPOTT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
- IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SPOTT FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES, PAID BY YOU TO SPOTT FOR USING THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO BRINGING THE CLAIM.
- YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND US RELATING TO THE PROVISION OF THE SERVICES TO YOU AND WE WOULD NOT PROVIDE THE SERVICES TO YOU WITHOUT THIS LIMITATION.
- Indemnity. You agree to defend, indemnify and hold harmless Spott and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Services; or (ii) your violation of these Terms.
- Term and Termination. These Terms shall become effective on the earlier of: (i) the date that you commence access to or use of the Services; or (ii) the date that we receive payment of any applicable Services subscription fee, and shall continue for a period of twelve (12) months (“Initial Term”). Thereafter, these Terms shall automatically renew for successive twelve (12) months periods (each a “Renewal Term”, and together with the Initial Term, the “Term”), unless either party will provide the other party with sixty (60) days prior written notice that it is not willing to renew. If you continue to use the Service past any subscription period renewal date, you shall be deemed to have renewed these Terms for the corresponding Renewal Term. Spott, in its sole discretion, has the right to terminate these Terms and/or your access to the Services, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms) and without any refund to you. Spott shall not be liable to you or any third party for termination of the Services, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Services in any way, your only recourse is to immediately discontinue use of the Site. Upon termination of these Terms, you shall cease all use of the Services. This Section 12 and Sections 4 (Your Obligations), 6 (Intellectual Property Rights), 8 (Privacy),9 (Warranty Disclaimers), 10 (Limitation of Liability), 11 (Indemnity), and 14 (Independent Contractors) to 17 (General) shall survive termination of these Terms.
- Modification. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following posting of the revised Terms on the Site, and your continued use of the Services thereafter means that you accept those changes.
- Independent Contractors. You and Spott are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Spott. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Spott.
- Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Spott without restriction or notification to you. Any prohibited assignment shall be null and void.
- Governing Law. These Terms and the relationship between you and Spott shall be governed by and construed in accordance with the laws of the State of New-York, without regard to its principles of conflict of laws.
- General. These Terms shall constitute the entire agreement between you and Spott concerning the Services. We shall not be liable for any circumstances arising out of causes beyond our reasonable control or without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures, or other force majeure. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Last updated: September, 2021