Terms of Service

LEGAL REVIEW — DO NOT PUBLISH UNTIL APPROVED.

Effective date: TO BE CONFIRMED BEFORE PUBLICATION.

These Terms of Service are written for EW Growth LLC, trading as Ecom Wizards. They should be published on a dedicated, publicly accessible Terms page only after the remaining legal and commercial confirmation items have been resolved.

1. About these Terms

These Terms of Service (“Terms”) govern a client’s purchase and use of services provided by EW Growth LLC, trading as Ecom Wizards (“Ecom Wizards,” “we,” “us,” or “our”). They cover Ecom Wizards’ managed Amazon marketplace services and any access to Ecom Wizards Insights made available as part of those services.

By signing an Order Form, proposal, statement of work, master services agreement, or other written service document that references these Terms, or by using the Services after receiving these Terms, the client agrees to be bound by them. If an individual accepts these Terms for a company, that individual confirms that they have authority to bind that company.

These Terms apply only to business customers. The Services are not offered to consumers for personal, family, or household use.

2. Definitions

• “Amazon Services” means Amazon websites, seller and vendor platforms, advertising platforms, APIs, reports, programs, and related systems that may be used in connection with the Services.
• “Client” means the business identified in the applicable Order Form.
• “Client Data” means data, content, credentials, instructions, files, account information, and other materials provided by or on behalf of the Client, or retrieved from an account the Client has authorized us to access.
• “Deliverables” means final client-specific work products expressly identified as deliverables in the Order Form.
• “Ecom Wizards Insights” or “Insights” means Ecom Wizards’ internal application, dashboards, workflows, reports, and operating interfaces used to support the managed service.
• “Order Form” means a signed proposal, statement of work, order form, master services agreement, or similar written document describing the Services purchased by the Client.
• “Services” means the managed services, Deliverables, and permitted Insights access described in the applicable Order Form.

3. Contract documents and order of priority

The Order Form, these Terms, the Privacy Policy, and any signed data-processing addendum together form the agreement between the parties (the “Agreement”). If documents conflict, the following order applies unless a signed document expressly states otherwise: (1) the signed Order Form or master services agreement; (2) a signed data-processing addendum for data-protection matters; (3) these Terms; and (4) the Privacy Policy and other referenced policies.

No purchase order, vendor portal term, or other Client form changes the Agreement unless Ecom Wizards expressly accepts that change in a document signed by an authorized representative.

4. Services and scope

Ecom Wizards provides the Services described in the applicable Order Form. Depending on the agreed scope, Services may include Amazon catalog and listing management, pricing workflows, inventory planning, fulfillment operations, advertising management, reporting, marketplace expansion, troubleshooting, account-performance monitoring, and related strategic or operational support.

The Order Form defines the included marketplaces, brands, accounts, catalog size, advertising scope, meeting cadence, Deliverables, service start date, and exclusions. Any activity not included in the Order Form is outside scope unless the parties agree to it in writing.

Ecom Wizards may use employees, contractors, and approved service providers to perform the Services. Ecom Wizards remains responsible for their performance to the extent required by the Agreement.

5. Ecom Wizards Insights

Ecom Wizards Insights is the internal operating layer used by Ecom Wizards to deliver the managed engagement. It is not sold or licensed as standalone software. Any Client-facing dashboard, report, or limited account access is provided only during an active engagement and only for the Client’s internal business use.

Insights may consolidate authorized marketplace data, identify issues and opportunities, support recommendations, and help Ecom Wizards personnel carry out approved workflows. Insights, forecasts, alerts, and recommendations are decision-support tools. Ecom Wizards personnel apply human review and professional judgment before making recommendations or carrying out authorized actions, except for routine actions the Client has expressly approved in the Order Form or in writing.

The Client receives no ownership interest in Insights, its source code, models, prompts, logic, workflows, interfaces, internal documentation, or operating methods.

6. Amazon authorization and access

An authorized user for the Client’s Amazon seller or vendor account must complete Amazon’s authorization flow. The Client represents that each authorizing user has permission to grant the requested access and that the accounts, brands, and marketplaces covered by the authorization belong to, or are lawfully managed by, the Client.

Ecom Wizards will use Amazon access only for the workflows included in the agreed scope and only while authorization remains valid. The Client may revoke authorization through Amazon. Revocation may immediately limit or prevent Ecom Wizards from performing affected Services and does not remove the Client’s obligation to pay fees already due.

The Client must promptly remove access for people who are no longer authorized and notify Ecom Wizards of suspected account compromise, unauthorized access, ownership disputes, or material changes to account permissions.

7. SP-API, Amazon Ads API, and data boundaries

Where applicable, Insights uses the Amazon Selling Partner API (“SP-API”) for role-based seller or vendor workflows. Amazon Ads API functionality is separate from SP-API access and is used only when advertising services are included and separately authorized.

The current Insights workflows are designed to use non-restricted Amazon data. Unless the parties sign a separate scope after technical, security, and legal review, Ecom Wizards does not request restricted SP-API roles, a Restricted Data Token, buyer contact details, or other buyer personally identifiable information, and does not delegate access to such information to another developer’s application.

Buyer Solicitation workflows, when included, are limited to Amazon’s standard review or feedback request mechanism for eligible orders. They do not include custom buyer messaging, buyer contact exports, or use of buyer information for independent marketing.

Amazon determines which APIs, roles, reports, data fields, and workflows are available. Approval of access, continued access, rate limits, outages, policy changes, and enforcement decisions remain under Amazon’s control.

8. Client responsibilities

The Client will:

• provide complete and accurate information, instructions, assets, account access, and approvals on time;
• designate qualified contacts who may approve strategy, budgets, pricing, listings, creative, inventory actions, and other work;
• maintain eligible and compliant Amazon accounts and all rights, registrations, licenses, certifications, and approvals required for its products and claims;
• ensure that Client Data, product content, trademarks, images, instructions, and materials may lawfully be used for the Services;
• remain responsible for product safety, product claims, labeling, taxes, regulatory compliance, inventory ownership, customer obligations, and business decisions;
• pay Amazon fees, advertising spend, inventory, logistics, taxes, and third-party charges that are not expressly included in the Order Form;
• review recommendations and Deliverables within the time reasonably requested and promptly report errors or concerns; and
• comply with the Agreement, applicable law, and the terms and policies of Amazon and other platforms it uses.

Ecom Wizards may rely on information and approvals supplied by the Client or its authorized representatives. Delays, errors, or additional work caused by incomplete information, late approvals, platform restrictions, or Client instructions may affect timelines and results.

9. Authority to act and Client control

The Client authorizes Ecom Wizards to perform the actions expressly included in the Order Form and any later written approvals. Routine execution may include authorized listing, pricing, inventory, fulfillment, reporting, review-request, or advertising actions within agreed parameters.

The Client retains control of its Amazon accounts and may change or revoke permissions through Amazon. Unless the Order Form expressly assigns a decision to Ecom Wizards within agreed limits, the Client remains the final decision-maker for pricing, advertising budgets, product claims, inventory commitments, account appeals, and other material business decisions.

Ecom Wizards may refuse or pause any instruction that it reasonably believes is unlawful, misleading, unsafe, outside scope, inconsistent with Amazon policy, or likely to create material risk.

10. Changes to scope

Either party may request a change to scope, priorities, marketplaces, catalog size, advertising responsibility, deliverables, or timelines. A change is binding only when confirmed in writing by authorized representatives. Ecom Wizards may adjust fees or timelines for additional work, expanded scope, or material assumptions that prove inaccurate.

Email approval is sufficient for routine scope adjustments if it clearly identifies the change. A material change to fees, term, ownership, liability, or data processing must be recorded in a signed amendment or updated Order Form.

11. Fees, invoicing, and taxes

The Client will pay the fees stated in the Order Form. Ecom Wizards’ standard managed service starts at US$6,000 per month. Fees are a flat monthly retainer: there is no setup fee and no fee calculated as a percentage of sales or advertising spend. Broader scopes are quoted based on marketplaces, catalog size, advertising scope, and operational complexity.

Unless the Order Form states otherwise, Amazon advertising spend, Amazon charges, marketplace fees, logistics costs, taxes, duties, and third-party software or service charges are not included in Ecom Wizards’ fees.

Invoices are payable according to the due date and currency stated in the Order Form. The Client is responsible for applicable sales, use, value-added, withholding, or similar taxes, other than taxes based on Ecom Wizards’ net income. If withholding is required by law, the Client will provide official documentation and cooperate in applying any available treaty relief.

Except where the Agreement or applicable law provides otherwise, fees for a commenced billing period are non-refundable. Ecom Wizards may suspend affected Services after written notice if an undisputed invoice remains unpaid after its stated due date. The Client must raise a good-faith billing dispute promptly and pay all undisputed amounts.

12. Term and renewal

These Terms begin when the Client first becomes bound under Section 1 and continue while any Order Form remains active. The initial term, renewal structure, and ordinary cancellation notice are stated in the Order Form. If an Order Form does not address renewal, it does not renew automatically.

Each Order Form is a separate service commitment. Ending one Order Form does not automatically end another.

13. Suspension

Ecom Wizards may suspend all or part of the Services or Insights access when reasonably necessary to address a security risk, suspected misuse, unauthorized access, nonpayment, a legal or regulatory obligation, an Amazon policy concern, a third-party platform restriction, or conduct that could harm Ecom Wizards, Amazon, another client, or another person.

Where reasonably practicable, Ecom Wizards will give notice and an opportunity to address the issue. Immediate suspension may occur where delay would increase risk. Suspension does not waive fees unless the suspension was caused solely by Ecom Wizards’ uncured material breach.

14. Termination

Either party may terminate an Order Form for convenience only as permitted by that Order Form. Either party may terminate an Order Form for material breach if the other party does not cure the breach within the cure period stated in the Order Form or, if none is stated, within a reasonable period after written notice.

Ecom Wizards may terminate immediately if the Client’s conduct is unlawful, fraudulent, abusive, creates a material security or platform risk, repeatedly violates Amazon policy, infringes third-party rights, or if continued performance would violate law or a binding platform requirement. Either party may terminate if the other becomes insolvent, ceases business, or enters a formal bankruptcy or similar proceeding, subject to applicable law.

15. Effect of termination

When an Order Form ends, Ecom Wizards will stop the affected Services and Client access to Insights. The Client must revoke Ecom Wizards’ Amazon and third-party authorizations, and Ecom Wizards will discontinue use of those authorizations for the ended scope.

The Client must pay all fees and approved charges accrued through the effective termination date. Any transition help, data export, or additional handover work is provided only if included in the Order Form or separately agreed.

Client Data will be retained and deleted according to the Privacy Policy, the Amazon seller-data privacy addendum, the applicable Order Form, and legal or platform obligations. Sections that by their nature should survive will survive, including payment obligations, confidentiality, intellectual property, disclaimers, indemnification, limitations of liability, dispute terms, and miscellaneous provisions.

16. Privacy and seller data

Ecom Wizards processes personal information and seller-authorized Amazon data as described in the Privacy Policy, the Amazon seller-data privacy addendum, and any signed data-processing addendum. Those documents describe the categories of data, purposes, sharing, retention, deletion, rights, and contact process that apply.

Ecom Wizards will use Client Data only to provide, secure, support, and improve the Services as permitted by the Agreement and applicable law. Ecom Wizards will not sell seller-authorized Amazon data or use it for independent advertising.

The Client is responsible for providing any notices, obtaining any consents, and establishing any legal basis required for Client Data it instructs Ecom Wizards to process. Each party will reasonably cooperate with the other regarding valid data-subject requests, regulator inquiries, and security incidents to the extent relevant to the Services.

17. Security

Ecom Wizards will maintain administrative, technical, and organizational safeguards appropriate to the nature of the Client Data and the risks presented by the Services, as further described in the approved security documentation and data-processing terms. The Client is responsible for securing its own accounts, devices, users, and authentication methods.

No system is completely secure. The Client must promptly notify Ecom Wizards at info@ecomwizards.agency if it suspects unauthorized access involving the Services. Ecom Wizards will handle confirmed incidents according to applicable law, contractual obligations, and relevant Amazon requirements.

18. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable business person would understand to be confidential, including business plans, pricing, account data, strategies, credentials, technology, reports, and Client Data.

The receiving party will use Confidential Information only to perform or receive the Services, protect it with reasonable care, and disclose it only to personnel, professional advisers, and service providers who need to know it and are bound by appropriate confidentiality obligations.

Confidential Information does not include information the receiving party can document was already lawfully known without restriction, becomes public without breach, is received lawfully from a third party without confidentiality duty, or is independently developed without use of the disclosing party’s Confidential Information.

If disclosure is required by law, the receiving party may disclose the required information and, where legally permitted, will give prompt notice and reasonable cooperation. On request or termination, Confidential Information will be returned or deleted subject to the retention provisions of the Agreement, legal obligations, and routine backup processes.

19. Intellectual property in Insights and Ecom Wizards materials

Ecom Wizards and its licensors retain all rights, title, and interest in Insights and in Ecom Wizards’ pre-existing or generally applicable software, systems, templates, processes, prompts, models, methodologies, know-how, training materials, research, and improvements (“Ecom Wizards Materials”).

To the extent Ecom Wizards Materials are embedded in a Deliverable, Ecom Wizards grants the Client a non-exclusive, worldwide, perpetual license to use those embedded materials only as part of the Deliverable for the Client’s internal business and marketplace operations. The Client may allow its employees and service providers to use the Deliverable on its behalf, but may not extract, resell, sublicense, or commercialize the underlying Ecom Wizards Materials.

20. Client Data and Deliverables

The Client retains its rights in Client Data, Client brands, Client accounts, and materials supplied by the Client. The Client grants Ecom Wizards a non-exclusive license to host, copy, modify, transmit, and otherwise use Client Data as necessary to provide, secure, and support the Services.

Subject to full payment and third-party rights, the Client owns the final client-specific Deliverables expressly identified in the Order Form. Ecom Wizards retains Ecom Wizards Materials, reusable components, generalized know-how, and tools used to create them. Drafts, working files, internal analyses, and editable source files are included only if the Order Form says so.

Nothing prevents Ecom Wizards from using skills, ideas, concepts, and know-how retained in the unaided memory of its personnel, provided it does not disclose Client Confidential Information or Client Data.

21. Feedback and anonymized learnings

If the Client voluntarily gives feedback about the Services or Insights, Ecom Wizards may use that feedback without restriction or payment, provided it does not identify the Client or disclose Client Confidential Information.

Ecom Wizards may use aggregated or de-identified information to improve internal methods and Services only where the information cannot reasonably identify the Client, a person, or a specific seller account, and only where permitted by the Agreement, applicable law, and Amazon requirements.

22. Acceptable use

The Client and its users must not:

• reverse engineer, decompile, disassemble, scrape, probe, or attempt to discover the source code, models, logic, or non-public interfaces of Insights, except where a restriction is prohibited by law;
• copy, resell, rent, sublicense, timeshare, or provide Insights or the Services to another business as a standalone service;
• circumvent access controls, share credentials with unauthorized users, introduce malicious code, overload systems, or interfere with another user or service;
• use the Services or Insights to violate law, Amazon policies, intellectual-property rights, privacy rights, or contractual obligations;
• submit unlawful, misleading, infringing, unsafe, or malicious content or instructions; or
• use outputs as the sole basis for a decision that legally requires independent professional review.

23. Third-party services

The Services may depend on Amazon Services and on hosting, analytics, communication, project-management, advertising, or other third-party services. Those services are governed by their own terms and privacy practices. The Client is responsible for third-party accounts and fees it procures directly.

Ecom Wizards does not control and is not responsible for a third party’s independent acts, omissions, outages, policy changes, data, or decisions. Ecom Wizards may replace a service provider where reasonably necessary, subject to applicable data-protection commitments.

24. Service availability, support, and changes

Ecom Wizards will provide support through the contacts and cadence stated in the Order Form. Insights and related systems may be unavailable during maintenance, emergencies, third-party outages, or events outside Ecom Wizards’ reasonable control.

Ecom Wizards may modify Insights and its internal workflows over time. Ecom Wizards will not materially reduce the core managed Services during an active paid term without a reasonable business reason or an agreed scope change. Features dependent on Amazon or another third party may change without notice from that third party.

25. Publicity and case studies

Neither party may issue a press release or use the other party’s name, logo, trademarks, account data, or results in public marketing or a case study without prior written consent. Consent may be limited or withdrawn for future use. This section does not prevent factual disclosures required by law.

26. Professional standard and no guarantee of results

Ecom Wizards will perform the managed Services with reasonable professional care and in material accordance with the applicable Order Form. If the Client gives prompt notice of a material failure, Ecom Wizards will use reasonable efforts to correct the affected Service where correction is reasonably possible.

Marketplace and advertising performance depends on factors outside Ecom Wizards’ control. Ecom Wizards does not guarantee sales, profit, rankings, conversion rates, advertising performance, featured-offer or Buy Box status, inventory availability, review volume, account health, approval of appeals, continued platform access, or any particular business result.

27. Disclaimers

Except for the express commitments in the Agreement, the Services, Insights, recommendations, and Deliverables are provided “as is” and “as available.” To the maximum extent permitted by law, Ecom Wizards disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and uninterrupted or error-free operation.

Ecom Wizards is an independent service provider. It is not Amazon, does not control Amazon, and is not an Amazon affiliate or authorized endorser unless an expressly identified current badge or program participation states otherwise. Amazon and related marks are trademarks of Amazon.com, Inc. or its affiliates.

Nothing in the Agreement excludes a warranty or liability that cannot legally be excluded.

28. Indemnification

The Client will defend, indemnify, and hold harmless Ecom Wizards and its officers, personnel, and contractors from third-party claims, losses, damages, penalties, and reasonable legal costs arising from: (a) Client products, product claims, content, or Client Data; (b) Client instructions or business decisions; (c) the Client’s breach of law, Amazon policy, or the Agreement; or (d) an allegation that materials supplied by the Client infringe another party’s rights.

Ecom Wizards will defend and indemnify the Client from a third-party claim that a final Deliverable created solely by Ecom Wizards and used as permitted by the Agreement infringes that third party’s intellectual-property right. This obligation does not apply to claims arising from Client materials, Client instructions, modifications not made by Ecom Wizards, combinations with other materials, continued use after notice, or use outside the agreed scope.

The indemnified party must give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party. A settlement may not admit fault by, impose a non-monetary obligation on, or fail to fully release the indemnified party without that party’s written consent.

29. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profit, revenue, goodwill, anticipated savings, or data, arising from the Agreement, even if advised that such loss was possible.

To the maximum extent permitted by law, each party’s total aggregate liability arising from or relating to the Agreement will not exceed the liability cap confirmed in the applicable Order Form or master services agreement. If no cap is stated, a liability cap must be inserted here before publication.

The exclusions and cap in this section do not apply to liabilities that cannot legally be limited. Any additional carve-outs for payment obligations, confidentiality, data protection, intellectual-property infringement, fraud, gross negligence, or willful misconduct must be confirmed by counsel before publication.

30. Compliance with laws

Each party will comply with laws applicable to its performance under the Agreement. The Client is responsible for laws and platform rules applicable to its products, product claims, sales, marketplaces, taxes, advertising, promotions, and customers.

Neither party will use the Services in violation of applicable anti-bribery, anti-corruption, export-control, or sanctions laws. The Client represents that it is not prohibited from receiving the Services under applicable trade restrictions.

31. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labor disruption, government action, internet or utility failure, cyberattack not caused by the affected party’s breach, epidemic, or widespread third-party platform outage. The affected party will use reasonable efforts to reduce the impact and resume performance.

Force majeure does not excuse payment for Services already provided. If a material force-majeure event continues long enough to substantially defeat the purpose of an Order Form, either party may terminate the affected Order Form on written notice, subject to any minimum period confirmed in that Order Form.

32. Notices and electronic communications

Operational notices may be sent by email, project-management system, or another agreed communication channel. Legal notices concerning breach, indemnification, or termination must be sent to the addresses stated in the Order Form, with a copy to info@ecomwizards.agency for notices to Ecom Wizards.

Notices are effective when received. The parties consent to electronic contracting, signatures, records, and communications to the extent permitted by law.

33. Assignment and subcontracting

Neither party may assign the Agreement without the other party’s prior written consent, except to an affiliate or in connection with a merger, reorganization, sale of substantially all relevant assets, or change of control, provided the assignee can perform the obligations and the assignment does not reduce the other party’s rights.

Ecom Wizards may use subcontractors and service providers to perform the Services, subject to its confidentiality and data-protection obligations. Ecom Wizards remains responsible for subcontracted performance as required by the Agreement.

34. Independent contractors

The parties are independent contractors. The Agreement does not create a partnership, joint venture, franchise, fiduciary relationship, employment relationship, or agency authority except for the limited account actions expressly authorized by the Client. Neither party may bind the other to a third party.

35. Changes to these Terms

Ecom Wizards may update these Terms from time to time by publishing a revised version with a new effective date. Changes apply prospectively. Material changes affecting an active Order Form will take effect only as permitted by that Order Form, applicable law, or the Client’s written acceptance.

The version in effect when an Order Form is signed continues to govern that Order Form unless the parties agree otherwise or a change is required by law or a binding platform requirement.

36. Governing law and disputes

The governing law, courts, venue, and any informal dispute process or arbitration requirement must be stated in the applicable Order Form or inserted here before publication. No jury-trial waiver, class-action waiver, mandatory arbitration clause, or consumer-law waiver should be added without jurisdiction-specific legal review.

Before starting formal proceedings, the parties will attempt in good faith to resolve the dispute through authorized business representatives, except where urgent injunctive or protective relief is reasonably necessary.

37. Miscellaneous

The Agreement is the entire agreement concerning its subject matter and replaces prior or contemporaneous proposals, discussions, and representations about that subject matter. Amendments must be in writing and accepted by authorized representatives.

If a provision is held unenforceable, it will be modified only to the minimum extent necessary and the remaining provisions will continue in effect. A waiver must be in writing and applies only to the specific instance. Failure or delay in enforcing a right is not a waiver.

Headings are for convenience only. The words “including” and “include” mean “including without limitation.” The Agreement may be signed in counterparts and by electronic signature. There are no third-party beneficiaries except persons expressly protected by an indemnity or limitation in the Agreement.

38. Contact

Questions about these Terms or the Services may be sent to:

EW Growth LLC, trading as Ecom Wizards

Email: info@ecomwizards.agency

Registered legal address: REQUIRES LEGAL CONFIRMATION BEFORE PUBLICATION.