Effective date: October 20, 2022
1. Scope and Acceptance
1.2. If you use the Services on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to the Agreement, and (b) you agree to the Agreement on the entity’s behalf.
2.1. Samurai Seller is a service that optimizes users’ Amazon.com (“Amazon”) advertising campaigns and provides analytics for users to better understand their campaigns and advertising spending.
2.2. In order to access most features of the Services, you must register or create an account. When creating your account, you must provide accurate and complete information, and you must update it as necessary from time to time. If we believe the information you provide is not correct, current, or complete, we have the right to refuse you access to the Services or any of its resources, and to terminate or suspend your access at any time, without notice.
2.3. The Services depend on our ability to review your current or planned advertising campaigns 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, thereby giving us permission to access your advertising data, including all sales transactions, and view and make changes to your advertising campaigns.
3. Prohibited Uses
3.1. The Services may be used only for internal business purposes, without alteration or combination with other products, services or software except as expressly authorized in any applicable documentation, and in compliance with all applicable laws and in compliance with all documentation and instructions provided by us.
3.2. You expressly agree that you may not:
3.3. You expressly agree that you may not:
3.4. You expressly agree that you may not:
4. Confidentiality and Data Protection
4.2. You agree that Samurai Seller is free to use and disclose your advertising data, including all sales transactions, in aggregated, anonymous form for the purposes of general statistical analysis, improvement of its services, and to create reports, evaluations, benchmarking tests, studies, analyses and other work product related to the foregoing; however, we shall not distribute any such aggregated data in a manner that identifies any of Client’s customers or is otherwise identifiable as originating from Client without Client’s prior, written consent.
4.3. You are solely responsible for your account’s activity, and you must keep your account password secure. You must notify Samurai Seller immediately of any breach of security or unauthorized use of your account. Although Samurai Seller will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Samurai Seller or others due to such unauthorized use according to applicable law.
4.4. You will keep and protect any of our Confidential Information as confidential, using at least the same efforts you use to protect your own confidential information and in no event less than reasonable and industry standard efforts. Our “Confidential Information” includes the Services, documentation and information about the Services and their operation or any other information which a reasonable person would understand to be confidential or proprietary in nature.
4.5. You agree to return or destroy our Confidential Information when this Agreement is over.
4.6. You acknowledge and agree that, if you violate your confidentiality obligations hereunder, we shall be entitled to seek equitable relief to prevent such violation in addition to other remedies.
5. Payments and Fees
5.1. Though some features of the Services are free, or may be used for free during a promotional period of our choice, other features require you to pay a service fee or purchase a subscription.
5.2. You agree that if you purchase a subscription, your subscription will automatically renew at the subscription period frequency referenced on your subscription page (or if not designated, then monthly), and your payment method will automatically be charged at the start of each new subscription period for the fees and taxes applicable to that period. To avoid future subscription charges, you must cancel your subscription 1 (one) business day before the subscription period renewal date by using the subscription cancellation self-serve functionality, or by requesting cancellation through our customer support form.
5.3. Except as expressly set forth in these Terms, payments for any Services are nonrefundable and there are no credits for partially used periods. Following any cancellation by you, however, you will continue to have access to the paid Services through the end of the subscription period for which payment has already been made. Samurai Seller may issue full or partial refunds in specific cases as a show of “good faith” in response to customer concerns at its sole discretion, but is not obligated to do so.
5.4. You must keep all billing information, including payment method, up-to-date. If we do not receive payment from your designated payment method or any other payment method on file, you agree to pay all amounts due upon demand by us.
6. Term and Termination
6.1. Once in effect, this Agreement will continue in operation until terminated by either you or us. However, even after termination, the provisions of this Agreement will remain in effect in relation to any prior use of the Services by you.
6.2. You may terminate this Agreement at any time and for any reason by providing notice to Samurai Seller in the manner specified in this Agreement or by canceling your subscription.
6.3. We may terminate this Agreement without notice or, at our option, temporarily suspend your access to the Services, in the event that you breach this Agreement. Notwithstanding the foregoing, Samurai Seller also reserves the right to terminate this Agreement at any time and for any reason by providing notice to you either through email or other reasonable means.
6.4. After termination of this Agreement, Samurai Seller will have no further obligation to provide the Services or access thereto. Upon termination, all licenses and other rights granted to you by this Agreement, if any, will immediately cease, but your licenses to us shall survive, and certain of your obligations (including payment obligations, if any) will survive in accordance with the terms hereof.
7. Intellectual Property and Trademarks
7.1. We and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the Services, the website and all information, content, software, analytics and other software and materials provided by or on behalf of us, including but not limited to all text, images, videos, logos, button icons, audio clips, and the look and feel of the website and our brands and logos, and any data compilations, including without limitation any data input by or on behalf of us or our third party providers, and any data to the extent processed by, or resulting as an output of, the Services, and all Services usage data, statistical data or aggregated data collected or reported with respect to the any part or all of the Services.
7.2. Unless otherwise stated, all content in our websites or other Services, is our property or the property of third parties. These contents are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other copyright laws.
7.3. The Samurai Seller name and logo, and all related names, logos, product and service names, designs, and slogans are the property of Samurai Seller or its affiliates or licensors. You must not use such marks without the prior written permission of Samurai Seller. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.
7.4. You agree that Samurai Seller shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into our website and Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including those made by its employees, contractors or advisors.
8. Disclaimer of Warranties
8.1. 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 SAMURAI SELLER NOR ANY PERSON ASSOCIATED WITH THE SAMURAI SELLER 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 SAMURAI SELLER NOR ANYONE ASSOCIATED WITH THE SAMURAI SELLER 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.
8.2. SAMURAI SELLER 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.
8.3. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
9. Limitation of Liability
9.1. IN NO EVENT WILL SAMURAI SELLER, 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.
9.2. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF SAMURAI SELLER AND ITS 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 SAMURAI SELLER FOR THE APPLICABLE SERVICES IN THE LAST 12 MONTHS OUT OF WHICH LIABILITY AROSE.
9.3. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
9.4. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS US AND OUR AFFILIATED COMPANIES, AND EACH OF OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, CLAIMS, JUDGMENTS, COSTS, EXPENSES AND LIABILITIES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED BY US OR SUCH PARTIES AND/OR ARISING OUT OF OR RESULTING FROM (1) ANY ACTUAL OR ALLEGED VIOLATION BY YOU OF THIS AGREEMENT (INCLUDING ANY REPRESENTATION OR WARRANTY HEREIN); (2) ANY ACTIVITY RELATED TO YOUR ACCOUNT BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICES WITH YOUR PASSWORD; (3) YOUR USE OF AND ACCESS TO THE SERVICES; (4) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY THIRD PARTY RIGHT; (5) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY LAW, RULE OR REGULATION; AND/OR (6) YOUR CONTENT OR DATA, INCLUDING IF IT CAUSES ANY DAMAGE TO A THIRD PARTY. YOUR DEFENSE, INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS IN THIS AGREEMENT WILL SURVIVE THIS AGREEMENT AND YOUR USE OF THE SERVICES.
10. Governing Law and Jurisdiction
All matters relating to the Services and the Terms shall be governed by the internal laws of the State of Florida without giving effect to any choice or conflict of law provisions or rules.
11.1. You agree that in the event of any dispute between you and Samurai Seller, you will first contact Samurai Seller and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
11.2. Any arbitration or mediation under the Terms will take place on an individual basis. You understand that by agreeing to the Terms, you and Samurai Seller are each waiving the right to trial by jury or to participate in a class action lawsuit. Class arbitrations shall only be available if requested by either party under its Class Action Arbitration Rules and approved by the arbitration entity.
11.3. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator or mediator.
11.4. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.
We may modify these Terms (and any policies or agreements referenced in these Terms) at any time. We will post the most current version of these Terms on our website. We will provide you with reasonable advance notice of any change to the Terms that, in our sole determination, materially adversely affect your rights or your use of the Service. We may provide you this notice via the Service and/or by email to the email address associated with your account. By continuing to use the Service after any revised Terms become effective, you agree to be bound by the new Terms.
13. Changes to the Services
Samurai Seller may add, change or remove features or functionality to the Services; modify or introduce limitations to its features; or discontinue the Services altogether at any time. If you are on a paid subscription and Samurai Seller discontinues the Service you are using during your subscription, we will migrate or make available to you a substantially similar service provided by Samurai Seller (if available) and if it’s unable to do so, we will provide you a proportional refund of fees prepaid for the remaining period of your subscription.
The provisions of these Terms are intended to be severable. If for any reason any provision of these Terms shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
15. Contact Information
If you have questions about the Terms, please contact us using our Contact page or by post:
1050 Kapp Dr
Clearwater, FL 33765