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Amazon Fee and Inventory Reconciliation

Multi-point comprehensive audit + Manual case logging & regular tracking = Maximum refunds for you.

Our compreshensive audit process reviews every single possiblity where you may be shortchanged. The multi-point audit process, which breaks down into over 20 checkpoints, is a combination of our proprietary softwre and manual SOPs, which leavs no stones unturned in adding up your reimbursements.

Service Features:

Comprehensive audit of Amazon fee discrepancies (losses, damages, disposals, returns, refunds, missing inbound units, fee overcharges, FBA order fees and Long Term Storage fees)
Reconciliation case submission and follow-up system with a dedicated best-in-class team
Dynamic tactical fee review assessment and audit system to adjust to Amazon’s policy changes.

Tactical Amazon Fee Audit:

Lost and Misplaced Inventory – Units lost in the Amazon warehouse.
Returns and Refunds – Inventory that has not been returned after Amazon processes the refund.
Damaged Inventory – Inventory damaged in Amazon’s fulfillment centers from the intake process.
Incorrect/Overcharged FBA Fees – Incorrect warehouse storage and category fees.
Missing Inbound Inventory – Units lost or missing from inbound shipments into Amazon’s fulfillment centers.

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FBA Reimbursement Recovery  Terms of Service  Last Revised and Updated  April 4th, 2022  These FBA Reimbursement Recovery Terms of Service, together with the Privacy Policy, and any electronic Service Order for the services described herein (each a “Service Order”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and SellerSlice Inc. (“SellerSlice,” “we,” “us,” or “our”) (collectively, the “Agreement”), and govern your access to and use of the services further described below.   Recitals  	SellerSlice provides reimbursement recovery Services to clients that sell on Amazon.com (“Amazon”) by use of its “Fulfillment By Amazon” (“FBA,” or “FBA Sellers”) order fulfillment services. SellerSlice assists clients with servicing and submitting FBA Seller claims to Amazon for reimbursements, in the form of cash or inventory, owed to Clients when Amazon makes errors, which may include, without limitation: (i) miscalculated refunds or returns; (ii) loss or damage to inventory processed at Amazon order fulfillment centers; (iii) inaccurate charges for fulfillment or referral fees; (iv) incorrect cataloging of received shipments and their contents; or (v) any other present or future Amazon errors for which SellerSlice offers reimbursement recovery services.  	By completing the Service Order page and clicking on the “I Agree” button at the end of this Agreement, you are agreeing to be bound by the terms of the Agreement with respect to each of the Services you selected on the Service Order page.   Agreement  In consideration of the Recitals above and the warranties, covenants, terms and conditions below, the parties agree as follows:  Definitions.   “Client Account” means the Client’s account with SellerSlice for of the Services by Client.   “Client Data” means any and all information, data, materials, works, expressions, documentation, or other content, including any that are: (i) uploaded, submitted, posted, transferred, transmitted, or otherwise provided or made available by or on behalf of Client for processing by or through the Services; or (ii) collected,  downloaded, or otherwise received by SellerSlice for or from Client or a third party pursuant to this Agreement or at the written request or instruction of Client, including, without limitation, all personally identifiable information of Client’s customers, back up, invoices, and packing slips, FBA Inbound Shipments, Discrepancies, and any other documentation of Client’s shipments and products.   “Discrepancies” means when the quantity of Client’s products shipped (as shown in Client Data) is greater than the quantity of Client’s products that Amazon acknowledges it has received.  “Documentation” means all materials, including drawings, diagrams, specifications, product descriptions, manuals, and instructions that SellerSlice provides (either in digital or hard copy form) to assist and define the Client’s use of the Services.  “FBA Inbound Shipments” means the shipments of inventory sent by Client to Amazon at Amazon’s fulfillment centers to be used by Amazon to fulfill Client’s customer orders.  “Fees” means the payment due from Client to SellerSlice: (i) in the amount of the applicable percentage of commission-based fees, consistent with your Service Order, for all reimbursements, payments, and credits obtained for the Client by or through SellerSlice and/or the Services; (ii) for any prepaid One-Time Audit Services; or (iii) for any additional work related to the Services and requested by Client, beyond the scope of Services offered under the Agreement, for the applicable Fees set forth in a writing signed by both SellerSlice and Client.   “Intellectual Property Rights” means patents, patentable rights, copyright, design rights, utility models, trademarks (including Marks), trade names, rights in domain names, rights in inventions, database rights, rights in know-how, and confidential information as described herein, and all other intellectual property and all pending applications for any of the foregoing and including all renewals, extensions, revivals and all accrued rights of action.  “License” means the licenses expressly granted herein by SellerSlice to Client to use the Services.  “Marks” means any word, symbol or device, or any combination thereof, used or intended to be used by a party to identify and distinguish the party’s or its third-party licensor’s products or services from the products or services of others, including, without limitation, trade names, trademarks, service marks, and logos. “Client Marks” refer to any Marks of Client, and includes the third-party marks Client may provide to SellerSlice or that are incorporated in Product Information. “SellerSlice Marks” refers to Marks of SellerSlice, and includes third-party marks SellerSlice may provide to Client.  “Payment Processing” means facilitating payment of Fees through Client’s debit or credit card, bank transfers, or otherwise by Client to SellerSlice.  “Product Information” means all information and materials specifically related to Client products that Client provides or uploads to SellerSlice’s Website or otherwise stores in the SellerSlice Platform, or that Client sends to SellerSlice for SellerSlice to perform the Services, or that Client directs SellerSlice to collect on Client’s behalf, including, without limitation, image files, text, templates, product descriptions, prices, Client Marks, URLs, and any other information.   “Representatives” collectively means the parent companies, subsidiaries, affiliates, and each of their respective directors, officers, members, owners, employees, subcontractors, permitted assigns, and agents of a party.    “Resultant Data” means transactional data and information derived from or otherwise related to Client Data and/or Client’s use of the Services, by aggregation, algorithmic manipulation, or other anonymized processing.   “Security Obligation” means responsibility for maintaining the security of account login information (username and password).  “SellerSlice” means SellerSlice Inc.  “SellerSlice Platform” means the dashboard provided by SellerSlice through the Technology.  “Services” means the Services to be provided by SellerSlice pursuant to a Service Order, which may include Services as described in the above “Recitals,” any One-Time Audit Services, and the functionality of, and Client’s access to, the SellerSlice Platform. “One-Time Audit Services” means any of the non-commission based, one-time “lookback” audits for a designated term of months offered by SellerSlice through a Service Order.  “Service Order” means the specific offerings of Services that you select on the Service Order page.   “Technology” means, collectively, the SellerSlice Platform and Services, Documentation, functionality, URLs, and integrations that enable Client access to the SellerSlice Platform, Services, analytics, transaction information, and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports that are provided or used by SellerSlice in connection with the Services and any software or technology incorporated in or made available by SellerSlice through the SellerSlice Platform or Services, expressly excluding Client Data, Product Information, and Client Marks unless otherwise stated in a writing signed by the parties.   “User” or “Users”  means the individuals for whom Client has procured access to and use of the Services, as identified to SellerSlice, and may include, but are not limited to, individuals employed by you or otherwise working for you at your direction, and who are authorized by you to access and use the Services, including you.  “Website” means sellerslice.com  or such other website or mobile access point from which SellerSlice may make the Services available.  Eligibility. To be eligible to use the Services, you must be at least eighteen (18) years of age and reside in the United States or Canada. By accepting the terms of this Agreement, you represent and warrant that you are at least 18 years of age, reside in the United States or Canada, and have the right, authority and capacity to enter into and abide by the Agreement.   License, Restrictions, Intellectual Property and Data.    License. SellerSlice grants the Client a limited, non-transferrable, non-exclusive license to use and access the Services solely for Client’s internal business purposes, subject to the restrictions and limitations set forth in the Agreement. All rights not expressly granted to you in the Agreement are reserved and retained by SellerSlice.  License Limitations and Restrictions. Client shall not and shall prevent its Users from:   Except as expressly permitted by this Agreement, copy, reproduce, distribute, publish, display post or transmit, the Services, Technology, or SellerSlice Platform, in whole or in part; License, sub-license, sell, resell, rent, lease, transfer, assign, distribute or otherwise exploit the terms of this License or make the Services available for access or use by any person(s) other than the Users; Use the Services to process any data unlawfully, in violation of the Agreement, or for any third party; Allow any unauthorized access to, or use of, the Services; Use data mining, robots, crawlers, or spiders, or similar data gathering and extraction tools; Frame or utilize framing techniques to enclose any SellerSlice Marks or other Intellectual Property Rights (including images, text, page layout, or form) of SellerSlice; Use any meta tags or any other “hidden text” utilizing SellerSlice’s name or Marks; Use the Services in an unlawful manner including, but not limited to, the infringement of any third party or SellerSlice Intellectual Property or use the Services in breach of any third party’s privacy rights; Use the Services for spamming or sending any unsolicited emails or information to any person or entity; Use the Services in a manner that interferes with or disrupts the provision of the Services by SellerSlice to third parties; Access or use the Services to circumvent or exceed the Services account limitations or requirements, or access or use the Services by any means other than through the interfaces that are provided by SellerSlice; Use the Services to upload, store or transmit any malicious code or other similar harmful software such as viruses, malware or trojan horses; Use the Services to make any transmission, display or publication of any material which is of a defamatory, offensive, abusive or menacing character to any other person; Engage in or permit any unauthorized distribution of any software or programming associated with the Services including, without limitation, placing SellerSlice’s software or programming on any physical or virtual servers or mediums; Use the Services for any transmission, display or publication of any material in breach of any law dealing with privacy or data protection in any jurisdiction; Remove or obscure any copyright, patent, trademark, trade secret or similar proprietary notice affixed to any of the Services, Technology, or SellerSlice Platform; Use the Services, Technology, or SellerSlice Platform for the purpose of developing a product or service, or helping another develop a product or service, whether or not it is competitive with the Services, SellerSlice Platform or Technology; Use the Services, Technology, or SellerSlice Platform, for the purpose of bringing an Intellectual Property claim against SellerSlice; Cause the breach of, or interfere with, SellerSlice’s agreements with third parties, including but not limited to, its Amazon Marketplace Developer Agreement; or Use or allow others to use the Services, Technology, or SellerSlice Platform for any purpose not expressly authorized in the Agreement.  Notification of Unauthorized or Breaching Use. You must notify us immediately in the event that you become aware of any actual or attempted unauthorized access to or use of the Services, Technology, or SellerSlice Platform.  Technology. Except as expressly stated in the Agreement, no licenses or rights are granted by SellerSlice, and nothing in the Agreement implies any license to Client in the Technology. Client agrees that the underlying structure, sequence, and organization of the Technology are valuable trade secrets of SellerSlice, are confidential information, and shall remain strictly confidential.  Service Orders. Each Service Order you submit on the Service Order page, including any subsequently modified or additional Service Order, lists the description of the scope of Services and applicable Fees included with the Service Order.   Registration of Client Account. Upon accepting the Services and providing SellerSlice with your registration and payment information, you will be provided access to create a Client Account and, upon establishing your Client Account, one of our staff members (“Client Account Manager”) will be assigned to your Client Account. Your Client Account Manager will periodically review your Client Account, per your Service Order, for potential Amazon reimbursement claims in accordance with your Service Order and SellerSlice’s internal review processes, and will submit reimbursement requests on your behalf to Amazon. As a Client, you authorize us to select your Client Account Manager, and to change your Client Account Manager at any time. Each Client may only create one Client Account per each Amazon Seller Central account (“Amazon Account”), and we reserve the right to terminate any duplicate accounts. You shall not allow unauthorized parties to use your Client Account, and you agree that only authorized Users may use your Client Account. You are responsible at all times for maintaining your Security Obligation for your Client Account. You must notify SellerSlice immediately in the event of loss of the Client’s username or password. You must report and security breaches promptly to SellerSlice.   Access to Client Amazon Account. By your acceptance of the Agreement, you agree: (i) to provide SellerSlice with timely access to your Amazon Account during the onboarding process; (ii) to facilitate SellerSlice’s initiation and performance of the Services; and (iii) that your failure to timely provide access to your Amazon Account in any manner that would interfere with and diminish SellerSlice’s ability to perform the Services shall constitute a breach of this Agreement. If SellerSlice is not granted timely access or if its access is limited or blocked for any reason, SellerSlice shall have no obligation to continue Services and may immediately terminate the Agreement.    Terms of Service.   Access, Monitoring, and Removal. SellerSlice may access, monitor, remove content within, or disable Client access to, the Services, Technology, or SellerSlice Platform if: (i) SellerSlice, in its sole discretion, believes it may incur liability because of Client Data or the Product Information; (ii) SellerSlice is required to do so by law, government order or other legal process; (iii) SellerSlice determines in its sole discretion that it is necessary to enforce the terms of the Agreement; (iv) SellerSlice, in its sole discretion, believes it is necessary to do so to support, manage, improve and protect the integrity of the Services; (v) SellerSlice, in its sole discretion, believes it is necessary to prevent illegal activity, uploading of virus infected files or questionable material; or (vi) Client breaches the Agreement. SellerSlice shall have no liability to Client nor to any third party for any disabling of Client’s access and Client shall remain liable for Fees for Services rendered. Client acknowledges that SellerSlice’s right to access or monitor shall in no way be construed as an obligation by SellerSlice to monitor any Client Data or Product Information or to pre-screen Client Data or Product Information.  Changes to Services. SellerSlice may, in its sole discretion, discontinue offering the Services, Technology, or access to the SellerSlice Platform, in whole or in part, or modify any design, layout, features, functionality, tools or content of the Services, Technology, or SellerSlice Platform, at any time, for any reason or no reason, with or without notice to you (although SellerSlice has no obligation to provide any updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any such modifications, discontinuance or deletions). If any discontinuance or modification of a material part of the Services, Technology, or SellerSlice Platform materially reduces functionality and materially and adversely impacts Client’s substantive use of the Services, Technology, or SellerSlice Platform, as determined by SellerSlice, in its sole discretion, Client’s sole and exclusive remedy is to terminate the Agreement pursuant to Section 11.c. Any new features provided by SellerSlice that augment or enhance the current Services, Technology, or SellerSlice Platform, including the release of new tools or resources, updates and upgrades by SellerSlice, may result in additional Fees to Client which shall be due and payable by the Client pursuant to a mutually executed modification or addendum to the Agreement.  Modification of Agreement for Services. SellerSlice reserves the right to modify the terms of this Agreement and any information referenced on the Service Order page at any time (“Modified Agreement”). We will post the Modified Agreement on this Website and update the “Last Revised and Updated” date listed above. Any such Modified Agreement shall become effective on the date posted but will not apply retroactively. Subject to Section 10.g., your continued use of the Services after the Modified Agreement is posted to this Website shall constitute your acceptance of the Modified Agreement. If you do not agree with any of the terms of the Modified Agreement, your sole and exclusive remedy is to terminate the Agreement pursuant to Section 11.c. Except when urgent exigencies may require a more immediate Modified Agreement, SellerSlice will make reasonable efforts in good faith to provide you with thirty (30) days’ advance written notice of the Modified Agreement.   Maintenance. SellerSlice may temporarily suspend the Services, Technology, or SellerSlice Platform, for maintenance from time to time. SellerSlice will notify Client (via electronic means such as email) in advance of maintenance, unless, in SellerSlice’s sole discretion, it is impossible or impractical to do so.  Individual Client Account Users. In order for a Client to engage the Services, each Client Account must be assigned to an individual person who is an authorized User of a Client. SellerSlice cannot and will not accept any Service Orders where accounts are registered or run through automated methods.  Client Responsibility for Users. Clients shall be responsible for ensuring that their Users comply with the terms of this Agreement and Client shall be liable for breaches of the Agreement by the User.  Control of Services. Except as otherwise expressly provided in this Agreement, SellerSlice has and will retain sole control over the operation, provision, maintenance, and management of the Services, Technology, and the SellerSlice Platform.  Electronic Delivery of Communications. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Client Account, and your use of the Services, Technology, or SellerSlice Platform. Communications include, without limitation: (i) updates regarding any Modified Agreement; (ii) Client Account details, history, transaction receipts, confirmations, and any other Client Account or transaction information; (iii) legal, regulatory or tax disclosures we may be required to make available to you; (iv) responses to Client support inquiries filed in connection with your Client Account; and (v) promotional updates concerning new and existing Service features on the SellerSlice Platform, promotions run by us or our third-party partners, and news concerning SellerSlice and industry developments. If you wish to opt out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in contained in such promotional emails. We may provide Communications to you by posting them to the Website, emailing them to you at the primary email address listed in your Client Account profile, communicating to you via instant chat, or through other electronic Communications such as text message or mobile push notifications.   Promotions. SellerSlice may, at its sole discretion, make available promotions with different features to any Clients or prospective clients. Such promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with SellerSlice. SellerSlice reserves the right to withhold or deduct credits or benefits obtained through a promotion in the event at any time, and for any reason, for reason which may include: (i) credits or benefits provided in error; (ii) promotional credits or benefits obtained by fraudulent or illegal means; or (iii) violations of the terms of the promotion or this Agreement.   Fees for Services Rendered.   Application of Fee Payments. Some Service offerings will require payment in advance for all or a portion of the Services. Any prepayment requirements, such as prepayments for One-Time Audit Services, will be specified in your Service Order. All Fees shall be due upon the invoice date of billing. All Fees will be charged to the active Payment Processing method associated with your Client Account. In the event SellerSlice cannot recover Fees directly from the Payment Processing method associated with your Client Account, SellerSlice will directly invoice you, and you will remain responsible for all amounts owed to SellerSlice under this Agreement. All commission-based Fees, consistent with your Service Order, shall be charged at the rate specified in the applicable Service Order. All commission-based Fees shall accrue to SellerSlice upon completion of Services, regardless of when Amazon issues the reimbursement, and shall be charged when the reimbursement occurs. Commission-based Fees associated with the commission-based Services will usually be charged within five (5) to seven (7) business days after an invoice has been posted to your Client Account. Invoices will typically be posted to your Client Account on the Monday following the week of the occurrence of an active reimbursement recovery performed by SellerSlice. Fees will be itemized on each invoice you receive from SellerSlice. You agree that all invoices may be delivered to you by email. Invoices will also be posted on your Client Account.   Non-Sufficient Funds. If your Fee payment is rejected due to Non-Sufficient Funds (“NSF”), SellerSlice may attempt to process the transaction again within thirty (30) days, and you agree to an additional charge of Forty and No/100 Dollars ($40.00) for each attempt that is returned due to NSF, which will be initiated as a separate transaction from the authorized payment.   Late Payment. SellerSlice may, in its discretion, charge the Client interest on all past due balances owed at a rate equal to the lesser of: (i) twelve percent (12%) per annum; or (ii) the maximum rate of interest allowed under Washington law. SellerSlice may refuse completion or delivery of the Services until any past due balance is paid in full. Interest will accrue on any delinquent invoice that is more than thirty (30) calendar days past due.    Payment Authorization; Third Party Payment Processor. By your acceptance of this Agreement, you authorize SellerSlice to automatically charge your Payment Processing method, and to continue charging your Payment Processing method periodically in accordance with payment intervals associated with the Services you select with your Service Order. SellerSlice may, in its discretion, use a third party payment processor to process any US Dollar payment between you and SellerSlice.   Right of Suspension. SellerSlice has the right to suspend Client’s access to the Services, Technology, or SellerSlice Platform at any time for late payment or upon SellerSlice’s inability to process payment through the Payment Processing method registered to Client’s Account. In addition, SellerSlice reserves the right to immediately suspend Services upon a reasonable determination that the Client has engaged in acts of willful breach or misconduct, harassment, fraud, or other similar actions that adversely affect SellerSlice. Services may be suspended for the duration of any notice period set forth in Section 11. Client is solely responsible for any and all damages resulting from the cessation of Services  Taxes. It is your responsibility to determine what taxes, if any, arise from transactions administered through your Amazon Account, including, without limitation, sales, use, VAT, GST, and/or similar taxes and you accept all liability and responsibility for collecting and paying sales, use and similar taxes that may be assessable by any local, state, federal, provincial, or foreign jurisdiction. You are not responsible for paying taxes assessable to SellerSlice based on its income.   Fee Changes. SellerSlice reserves the right to change its Fees without prior notification, so long as your current Services remain at the rates that were active at the time of the applicable Service Order submitted by Client. Changes to the Fee rates affecting your existing Services will be made only after timely written notification has been sent to the Client. Any such notifications will be posted on the Website and emailed to your current email address listed on your Client Account. To avoid liability for any such modified Fees, you must terminate the Agreement prior the expiration of forty-five (45) days after the notification of such modification of Fees in accordance with the procedures set forth Section 11.c. of this Agreement.  Term and Termination.   Term. This Agreement shall become effective upon Client’s electronic execution of the Agreement, as set forth below.   Termination by SellerSlice for Cause. SellerSlice may terminate this Agreement for cause, effective immediately, upon: (i) Client’s failure to pay Fees when due; or (ii) upon Client’s breach of any provision of this Agreement. Any suspected fraudulent, or illegal activity may be grounds for immediate termination of your use of Services, and may be referred to law enforcement authorities.   Termination Without Cause. Either party may terminate the Agreement, without cause, upon thirty (30) days’ written notice to the other party, and such termination shall be effective thirty (30) days after such notice.   Notice of Termination. You shall be responsible for initiating a notice of termination of the Services, and you may only do so by sending a written request for termination via email to ask@sellerslice.com.   Non-Terminable Prepaid Services. Any prepaid Services, including, without limitation, One-Time Audit Services, are non-terminable and non-cancelable for any purpose once prepayment has been received by SellerSlice.   Effect of Termination or Expiration. Upon expiration or termination of the Agreement, the License granted to you under this Agreement shall terminate, effective  immediately, and you will only be charged after the termination date for Services that have been rendered prior to the termination date, or for any commission-based Fees that accrue and are settled with Amazon after the termination date.   Intellectual Property Ownership.   Client Rights. The Client owns all rights, titles, and interests in the Product Information, Client Data, and Client Marks. Client acknowledges and agrees that, in connection with the provision of the Services, SellerSlice may store and maintain Client Data and Product Information for a period of time consistent with SellerSlice’s standard business practices for the Services. Client grants SellerSlice a limited, revocable, non-exclusive, non-transferable (except in connection with an assignment of this Agreement), sublicensable license to use, access, store and process the Client Data and Product Information to the extent necessary to provide the Services and otherwise fulfill its rights and obligations under this Agreement. Client grants SellerSlice a royalty-free, worldwide, perpetual, irrevocable, right to use, modify, distribute, publish, display, and incorporate into the Services any suggestions or feedback provided Client or any Users related to the operation or functionality of the Services.  Following expiration or termination of this Agreement or the Client’s Account, SellerSlice may deactivate the applicable Client Account and delete any data, including Client Data and Product Information, associated therewith. Prior to such deactivation, the Client may export the Client Data. Notwithstanding the foregoing, nothing in this Agreement is intended to prevent SellerSlice from generating and using the Services, Technology or SellerSlice Platform for purposes of providing, measuring, improving, and marketing SellerSlice’s products and services; provided, however, that SellerSlice shall not disclose to any third party, unless compelled by law or with Client’s written consent, or otherwise, any information that is identifiable as Client Data. Notwithstanding anything to the contrary herein, SellerSlice may, for any purpose chosen in SellerSlice’s sole discretion, compile, use, sell, license, rent or otherwise disclose to any third party, and retain in perpetuity, Resultant Data and Client shall not have any rights whatsoever with respect to any materials that result from such use of Resultant Data.   SellerSlice Rights. All rights, titles and interests in and to the Services, Technology, SellerSlice Platform, SellerSlice Marks, and Resultant Data (including without limitation all Intellectual Property Rights in the Services, Technology, SellerSlice Platform, SellerSlice Marks, and Resultant Data and all modifications, extensions, customizations, scripts or other derivative works of thereof provided or developed by SellerSlice) are owned exclusively by SellerSlice. The rights granted to Client do not convey any rights, express or implied, or ownership to the Services, Technology, SellerSlice Platform, SellerSlice Marks, and Resultant Data or any Intellectual Property Rights thereto.  Documentation Licenses. SellerSlice grants Client the non-exclusive right to use the Documentation solely in conjunction with Client’s use of the Services, Technology, and SellerSlice Platform during the term of this Agreement. SellerSlice and any applicable third parties reserve all rights in their respective Documentation.  Mark Licenses. Client hereby grants to SellerSlice a limited, non-exclusive, non-assignable, non-transferable license, without the right to sublicense, to use its Marks in connection with the Services, and for publicity, advertising, and marketing. SellerSlice may not alter Client Marks in any manner or use Client Marks in any manner that may dilute, diminish, or otherwise damage Client’s rights and goodwill in its Marks. Any usage of Client Marks by SellerSlice will be a reproduction of exact copies and all use of the Marks is subject to the Client’s usage guidelines as revised from time to time and available from the Client.  Disclaimer of Warranties. Client accepts the Services, Technology, and the SellerSlice Platform “as is” and “as available.” To the fullest extent permitted by law, SellerSlice disclaims all warranties, express or implied, with respect to the Services, Technology, or SellerSlice Platform, including without limitation, warranties of merchantability, non-infringement, satisfactory quality, accuracy, fitness for a particular purpose, or any warranties that the Services, Technology, or SellerSlice Platform will operate securely, timely, uninterrupted, defect-free, or error free, and any other  implied warranties, as may be adopted by any jurisdiction from time to time. SellerSlice does not guarantee or warrant any particular results from SellerSlice’s Services. SellerSlice provides no warranties, express or implied, with regard to third party components, and SellerSlice will not be liable for any failure of any third party component to function as expected or intended.  Client Representations and Warranties. Client represents and warrants that:   The Product Information and Client Data: (i) is owned (or validly licensed for all uses required under the Agreement) by Client or is lawfully in the public domain, (ii) does not constitute defamation, libel, or obscenity; (iii) does not result in any consumer fraud, product liability, or breach of contract, or cause injury to any third party; (iv) does not contain, and will not introduce into the Services, Technology or SellerSlice Platform, any viruses, Trojan horses, worms, spyware, time bombs or other forms of malware, malicious code or computer programming routines which may interfere with or disrupt the Services, Technology, or SellerSlice Platform; (v) is accurate, current and complete; (vi) is not misleading or false; (vii) does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy rights of any third party; and (viii) does not contain any protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”) or similar federal or state laws, rules or regulations or other medical or health information identifiable with a particular individual;  Client will comply with all applicable laws, rules and regulations, foreign law, treaties, and conventions as updated from time to time related to Client’s performance of its obligations under the Agreement and activities that Client undertakes in connection with Client’s use of the Services, Technology, or SellerSlice Platform, including, without limitation, those governing the online sale of goods and services; and  Client will not engage in any activities prohibited in this Agreement.  Client Assumption of Risk and Liability.   Except as otherwise expressly stated in this Agreement, Client agrees to use the Services, Technology, or SellerSlice Platform at Client’s own risk. SellerSlice shall not be liable for any actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law, admiralty or equity, unless expressly stated otherwise in the Agreement.  SellerSlice is not responsible for acts, services or content posted or provided by persons or entities other than SellerSlice (including but not limited to Amazon), for Client’s exposure to such content, or for actions Client takes in reliance on that content. SellerSlice has no liability to Client for failures based on services not provided by SellerSlice.  Client is solely responsible for all selection of parties with whom Client does business (including but not limited to Amazon), and terms of the Client’s agreements with those parties and with network sites and flex feed destinations.  SellerSlice has no responsibility for the quality or availability of goods or services provided by Client, any of the Client’s customers’ ability to pay, any third party’s compliance with the terms of a transaction, or for any injury, loss or damage caused or alleged to have been caused by the goods or services sold by Client. Where the SellerSlice Platform or Website contains links to other sites and resources provided by third parties, these links are provided for information only, and such links should not be interpreted as approval by SellerSlice  of those linked websites, and SellerSlice shall have no responsibility for any use of such links.  SellerSlice shall not, under any circumstances, be liable for any loss, delay, or interception of Client Data whether that be through general use, hacking or server failure, or any loss, corruption, hacking or failure of the daily backups or otherwise. Client acknowledges that: (i) the technical processing and transmission of Client Data is fundamentally necessary to use of the Services; (ii) Client Data will be subject to transmission over the Internet, and over various networks, only part of which may be owned and/or operated by SellerSlice; and (iii) it is possible that Client Data may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means.  SellerSlice shall not be liable for any loss or damage caused by Client’s failure to comply with the Security Obligation.  Client is responsible for any breaches of its Security Obligation or of security that occurs through Client’s access or login credentials including as a result of Client’s sharing such access or login credentials, or failure by Client to adequately safeguard the same.  Limitation of Liability.   Maximum Remedy. In all circumstances, to the fullest extent permitted by law, the maximum liability of SellerSlice, including its Representatives, for damages arising out of or relating to this Agreement or any legal claims or causes of action, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the actual fees received by SellerSlice pursuant to this Agreement during the 6-month period immediately preceding the event upon which the liability is predicated.  Limited Damages. In no event shall SellerSlice be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the Services, Technology, or SellerSlice Platform, provided by SellerSlice, whether arising under contract or based upon a claim of strict liability, negligence or some other tort or statutory claim, even if SellerSlice has been advised of the possibility of such damages. Client acknowledges and agrees that the limitations of maximum remedy and limited damages contained herein are a material basis for SellerSlice’s agreement to provide the Services, Technology, and SellerSlice Platform,  and that SellerSlice would not offer such Services, Technology, and SellerSlice Platform, without Client’s agreement to such limitations.   Indemnification.   Indemnification. To the maximum extent permitted by law, Client agrees to indemnify, defend, and hold harmless SellerSlice and its Representatives (“Indemnitees”) for any damages, losses, costs or expenses, judgments, or other liabilities (including without limitation attorney fees) arising out of any actions, suits, claims, arbitrations, investigations, proceedings, demands, or incidents (“Claims”) in connection with, or arising out of, or are alleged to arise out of, SellerSlice’s furnishing of the Services, Technology, or SellerSlice Platform to Client under this Agreement and any Service Order, or in any way related to the performance thereof, except for such Claims as are determined by a court of competent jurisdiction to have resulted from the Indemnitees’ gross negligence or willful misconduct.  Conditions. Upon the occurrence of an event giving rise to any indemnification obligation hereunder, the Indemnitee shall promptly notify Client and provide Client with copies of any documents reflecting the claim for which such indemnification is sought. The Indemnitee shall cooperate with Client in the defense of any claim on the condition the Client shall reimburse the Indemnitee for any out-of-pocket costs and expenses incurred in connection therewith. Client, in its sole discretion, shall be entitled to settle, compromise, discharge or otherwise completely contest any claim or occurrence for which indemnification hereunder is sought, provided that the terms of any settlement, compromise or discharge do not impose any additional liability or potential liability on the Indemnitee. If Client fails to do so, the Indemnitee is entitled to engage such attorneys and other persons to defend against the claim, as it may choose. The Client shall pay the reasonable charges and expenses of such attorneys and other persons on a current basis within thirty (30) calendar days of submission of invoices or bills.   Independent Relationship of the Parties. SellerSlice is an independent contractor for all purposes. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and SellerSlice, or authorize you to act as agent of SellerSlice. You further acknowledge and accept that any third party venders of SellerSlice are independent contractors and not partners or joint venturers of SellerSlice. No independent party shall have the authority to bind or obligate any other party in any manner.  Remedies. In the event Client breaches or defaults upon any covenant, warranty, term or condition of this Agreement, SellerSlice may pursue any legal or equitable remedies available to it under the laws of the state of Washington or the applicable laws of the United States. The parties agree that in the event of a breach of any of the covenants pertaining to SellerSlice’s Intellectual Property Rights or confidential information, such a breach will result in irreparable and continuing damage in an amount which is not readily ascertainable and for which there will be no adequate remedy at law. In the event of any breach of such covenants, SellerSlice shall be entitled to injunctive relief and such other and further relief, including damages, as may be provided by law.  Survival of Obligations. All provisions of this Agreement that by their nature are intended to survive the expiration or termination of this Agreement, shall survive and remain in full force and effect.  Inconsistency. To the extent the terms of a subsequent writing signed by the parties’ conflicts with the terms of the Agreement, the terms of the subsequent signed writing shall control.  Force Majeure. With exception to the payment of payment of Fees for Services rendered, any delay or nonperformance of any provision of this Agreement caused by conditions beyond the reasonable control of the obligated party shall not constitute a breach of this Agreement, provided that the delayed party has taken reasonable measures to notify the other party of the delay in writing. The delayed party’s time for performance shall be deemed to be extended for a period equal to the duration of the conditions beyond its control. The delayed party shall use commercially reasonable efforts to avoid or remove the causes of non-performance or delay, and shall continue performance whenever the causes are removed. Conditions beyond a party’s reasonable control include, but are not limited to, the failure of the other party to cooperate as contemplated in this Agreement, natural disasters, acts of government, unavailability of the Internet, power failures, fire, floods, acts of God, labor disputes, riots, acts of war, epidemics, and pandemics.   Governing Law, Jurisdiction, and Venue. This Agreement shall be governed and construed in accordance with the laws of the state of Washington, without giving effect to the principles of conflict of law thereof. The parties agree that any suit, action or arbitration proceeding arising out of or relating to this Agreement shall be brought in Clark County, Washington, and the parties submit and consent to the personal jurisdiction over them of the state or federal courts of Clark County, Washington.  Attorney Fees. If a party to this Agreement breaches any term of the Agreement, then the non-breaching party shall be entitled to recover all expenses of whatever form or nature, costs and attorney fees reasonably incurred to enforce the terms of this Agreement, whether or not suit is filed, including such costs or fees as may be accrued in a collections action or awarded in arbitration or by a court at trial or on appeal. In addition, in the event either party to this Agreement becomes a debtor subject to the United States Bankruptcy Code, the non-debtor party shall be entitled to recover any expenses, costs and fees, including attorney fees, incurred in connection with enforcing its rights against the debtor party, whether those rights arise under the Agreement or involve matters arising solely under the U.S. Bankruptcy Code.  Waiver of Jury Trial. Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent of permitted by applicable law, any right it may have to a trial by a jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated by this Agreement, whether based on contract, tort, or any other theory.   Assignment. Client shall not assign or transfer any of its rights or obligations hereunder without SellerSlice’s prior written consent. Any other attempted assignment or transfer by Client without such consent shall be void.  Severability. If any court of competent jurisdiction finds any term of this Agreement or of any other document or instrument referred to or contemplated in this Agreement, to be invalid or unenforceable, such determination shall not affect the validity and enforceability of the remainder of the Agreement, and the court shall enforce the Agreement in such a manner as to give substantial effect to the intent of the parties as expressed in the Agreement.  Notice of Claims. You must notify SellerSlice in writing of any claim you have against SellerSlice within ninety (90) days following your knowledge of such claim or the claim shall be barred and you will have waived any right to proceed against SellerSlice on such claim. Nothing herein shall limit or preclude any statutory limitations on the assertion of claims.  Non-Waiver. The failure or delay of either party to require performance of, or to otherwise enforce, any condition or other provision of this Agreement shall not waive or otherwise limit that party's right to enforce, or pursue remedies for the breach of, any such provision or condition. No waiver by either party of any particular condition or provision of this Agreement, including this non-waiver provision, shall constitute a waiver or limitation on that party's right to enforce performance of, or pursue remedies for the breach of, any other condition or provision of this Agreement.  Paragraph Headings. All paragraph headings in this Agreement appear for convenience of reference, and shall not affect the meaning or interpretation of the Agreement.  Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of the Agreement and supersedes all prior discussions, negotiations, understandings, representations and agreements, whether oral or written, pertaining to the subject matter of the Agreement; provided, however, any Master Service Agreement (MSA) entered into between SellerSlice and Client, including any SOW, Change Order, or any other addendum  or modification related to such MSA shall not be superseded by this Agreement. All terms of this Agreement, including its recitals, are contractual. Except as otherwise stated in the Agreement, any amendments to the Agreement must be in writing and executed by the parties.   Electronic Execution. Execution of this Agreement shall occur, and may be evidenced by, your transmission of electronic assent to the Agreement through your clicking the “I Agree” button below. By clicking the “I Agree” button, you are warranting that the information you provided in any Service Order documentation is accurate and complete, and that you are authorized to execute this Agreement on behalf of the Client. If you do not agree to this Agreement, please contact SellerSlice immediately to arrange for cancellation of the Services and a refund of any purchase price already paid. After executing the Agreement, you may download or print a copy of the Agreement for your records.

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