Boutique Seller Services Terms and Conditions - Updated Feb 1, 2021

1. GENERAL: Boutique Seller Services (“Boutique Seller”) will engage you (the “Seller”) with Amazon PPC Services (see section 3), subject to the terms and conditions detailed in this document (the “Terms and Conditions”). These Terms and Conditions are also applicable for any additional services for which you may contract with Boutique Seller, including all terms of payment (collectively, the “Service Agreement”). As the Seller, we refer to you, whether you are selling on Amazon yourselves or you are an agent for another merchant. If you are an agent, by accepting the Terms and Conditions you agree that you are authorized to represent the merchant you are an agent for, and that both you and the merchant you are representing are legally bound as if you had both accepted this Service Agreement.

2. ACCEPTANCE: By making a payment on any of our invoices or electronic forms you accept these Terms and Conditions which have been linked to in your PDF invoice. Please print Terms and Conditions prior to paying your invoice, as the content listed on this page are subject to change. The Service Agreement is valid for seven (7) days after the initial invoice is sent. After that time, the offer for services will be considered withdrawn and Seller may request a new quote for services.

3a. PAYMENTS, RENEWAL: Sellers are responsible for all payments, included but not limited to payments that cause an overdrawn account in the case of auto-payments. The automatic monthly renewal date for Boutique Seller services will be on the day of the month indicated in the Seller invoice. The service will remain in effect until cancelled at least 24 hours in advance of each subsequent renewal date. To cancel the service please Seller must send an email to the email address listed in the Seller invoice requesting cancellation. If Seller does not cancel twenty four (24) hours prior to renewal, then Seller will be responsible for paying for the renewed month.

3b. ACCEPTANCE, TERMINATION: The Advertising Service will begin on acceptance of these Terms and Conditions, although the date of renewal will be from the invoice date. Billing will occur on an automatically recurring monthly cycle, as set out in the PDF invoice. Boutique Seller reserves the right to terminate the Service Agreement at any time with written notice to Seller. If Boutique Seller terminates in the middle of a service month, Seller may request a pro-rated refund for the rest of the service month within fifteen (15) days of receiving notice of termination. If Seller terminates in the middle of the service month, Boutique Seller will not provide a refund and will not continue servicing the Seller account.

4. EMAIL INFORMATION: By accepting Terms and Conditions, Seller agrees to receive correspondence from Boutique Seller in regards to Seller’s account, and news or promotional emails which relate to general Amazon Advertising. Emails may be sent even after this Service Agreement is ended. To opt out of news or promotional emails please send an email to the email address listed in your invoice, and allow for fourteen (14) days to process the request.

5. ADJUSTMENTS: Seller understands that Boutique Seller may modify the Terms and Conditions and that Boutique Seller reserves the right to adjust the pricing of services, effective upon the next automatic renewal date with written notice to the seller. In case of a price adjustment, service will not renew unless Seller has confirmed receipt of the notice.

6. ACCOUNT AUTHORIZATION: By accepting these terms, Seller grants Boutique Seller the right to access any parts of the Amazon merchant account that are shared with it. Seller also allows Boutique Seller to make any modification it deems fit in the Seller Central Campaign Manager, and will not hold Boutique Seller liable for any consequences of changes made in the Campaign Manager. If Seller purposefully removes Boutique Seller access to the Seller account, then this Service Agreement will be considered terminated

7. EMPLOYEE SOLICITATION: Seller will not, for one (1) year following the date on which the term of this Service Agreement ends, purposefully interfere interfere with the employment relationship between Boutique Seller and any of its employees or with any relationship between Boutique Seller and any independent contractor who performs services for Boutique Seller.

8. INDEMNIFICATION: Seller agrees to indemnify, defend, and hold harmless Boutique Seller and affiliated companies, and any of their respective officers, directors, employees, representatives, and agents (collectively the “Indemnified Parties”), from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (collectively being referred to herein as a “Claim”) for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with Advertising Services performed on behalf of Seller.

9. LIMITATION OF LIABILITY: Seller agrees that it will not hold Boutique Seller liable for any errors in content, omissions, consequences, damages, costs, refunds, or rebates of any kind arising from any interruption of service. Seller further acknowledges and agrees that errors or mistakes in the performance of the Advertising Services, including but not limited to misspellings or miscommunications, do not create a right to refund for the Seller. Seller will give Boutique Seller timely notice and allow Boutique Seller a reasonable opportunity thereafter to cure any identified errors or omissions. Boutique Seller makes no representations or warranties relating to the results of Advertising Services, including without limitation, the number of impressions, click-throughs, or leads and any promotional effect or return on investment thereof. As Boutique Seller relies on third parties for certain data, Boutique Seller makes no guarantees regarding the accuracy, reliability, or completeness of any such data, including but not limited to usage statistics. Neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action, fire, flood, earthquake, power failure, riot, explosion, labor, or material shortage, carrier interruption of any kind or work slowdown.

10. ENTIRE UNDERSTANDING: This document, with any other materials, documents, understandings, or Service Agreements incorporated by reference herein, and any exhibit, schedule, or other supplementary document attached hereto, constitute the entire understanding and Service Agreement of the parties, and any and all prior Service Agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

11. ATTORNEYS’ FEES: In the event a dispute arises between the parties hereto, then the prevailing party in such dispute, whether or not a final decision is ultimately rendered by the court, shall be entitled to receive its attorneys’ fees reimbursed from the non-prevailing party.

12. NO THIRD PARTY BENEFICIARIES: The covenants, undertakings, and Service Agreements set forth in this Service Agreement are solely for the benefit of and enforceable by the Parties, or their respective successors or permitted assigns.

13. SURVIVAL: The sections of this Service Agreement that address or govern matters or circumstances that could occur after termination of this Service Agreement shall be interpreted to survive any such termination.

14. SEVERABILITY: In the event that any clause, term, or provision of this Service Agreement is found unenforceable or otherwise disfavored under law or public policy such that a court of law would not enforce the same, then the same shall be severed from this Service Agreement and the remainder of the Service Agreement shall remain in full force and effect, and applied in a manner which most closely fulfills the original intent of the parties hereto.