SHIFTUR LLC
Title: Shiftur LLC - Terms and Conditions
Effective Date: Effective Date: [Date]
Preamble
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ENGAGING THE SERVICES OF SHIFTUR LLC.
These Terms and Conditions ("Terms") govern the provision of Amazon services, Shopify services, web/app development, digital marketing services, product photography, and related offerings (collectively, the "Services") by Shiftur LLC, a limited liability company operating under the laws of Maryland, USA ("Agency," "We," "Us," "Our") to you ("Client," "You," "Your"). By accepting a proposal, signing a service agreement, or making payment for Services, you agree to be bound by these Terms.
1. Services & Scope of Work
1.1 The specific Services to be provided, deliverables, timelines, and fees will be outlined in a separate Service Proposal, Service Agreement, or Statement of Work ("Agreement") mutually agreed upon by the Agency and the Client.
1.2 These Terms are incorporated by reference into any such Agreement. In case of conflict between these Terms and a specific Agreement, the terms of the specific Agreement shall prevail.
1.3 Services may include, but are not limited to: Amazon Services (e.g., strategy, product research, sourcing guidance, Seller Central setup/management, listing creation/optimization, Brand Registry assistance, PPC management, FBA/logistics guidance), Shopify Services (e.g., store setup, design, development, management), Web & App Development (e.g., custom website design, platform development, mobile application development), Digital Marketing (e.g., social media marketing, search engine optimization (SEO), PPC advertising management across platforms, content marketing, email marketing), Product Photography & Videography, business setup assistance (e.g., LLC formation guidance, trademark consulting), and ongoing account management or virtual assistant (VA) services.
1.4 Exclusions: Unless explicitly stated otherwise in the Agreement, Agency fees do not include: product inventory costs, shipping/freight costs, Amazon fees (FBA, referral, storage, etc.), advertising spend (PPC, social media ads), third-party software/tool subscriptions, photography/videography production costs, government filing fees (LLC, trademark), registered agent fees, Shopify subscription fees, premium themes/apps, import duties/taxes, server hosting fees, domain registration costs, specific API subscription costs, stock media licenses, or any other costs incurred directly by the Client's business operations.
2. Client Obligations & Responsibilities
2.1 Information & Access: Client agrees to provide timely, accurate, and complete information necessary for the Agency to perform the Services. This includes providing necessary access credentials (with appropriate permissions) to relevant accounts (Amazon Seller Central, Shopify, advertising platforms, hosting accounts, etc.).
2.2 Feedback & Approvals: Client agrees to provide timely feedback and approvals as requested by the Agency. Delays caused by lack of Client response may impact project timelines and Agency's ability to perform Services effectively.
2.3 Compliance & Legality: Client is solely responsible for ensuring their business practices, products, services, materials, and claims comply with all applicable laws, regulations, and platform policies (including Amazon & Shopify Terms of Service, brand policies, advertising guidelines, product safety standards, data privacy laws, and intellectual property laws). Client bears full responsibility for the legality, safety, quality, and sourcing ethics of their products and services.
2.4 Decision Making: While the Agency provides expertise, analysis, and recommendations, the Client retains ultimate responsibility for all business decisions, strategies, and their implementation.
2.5 Content & Assets: Client represents and warrants that they own or have secured the necessary rights, licenses, and permissions for any content, logos, trademarks, images, product information, or other materials ("Client Materials") provided to the Agency for use in connection with the Services. Client agrees to indemnify the Agency against any third-party claims arising from the use of Client Materials.
2.6 Payment Method: Client agrees to maintain a valid payment method on file (if required for recurring payments) and ensure sufficient funds are available for timely payment of fees.
3. Fees & Payment Terms
3.1 Fees: Client agrees to pay the fees as specified in the Agreement.
3.2 Payment Schedule: * Upfront/Package Fees: Fees for one-time launch packages, setup phases, development milestones, or individual à la carte services are due upfront before any work commences, or as otherwise outlined in the Agreement. * Monthly/Recurring Fees (Management/VA Services): Fees for ongoing management or retainer services are billed in advance for the upcoming service month. Payment is due on the 1st day of the service month. The first month's fee for any new ongoing service agreement is due upfront before the service begins.
3.3 Grace Period: For recurring monthly fees due on the 1st, a grace period is provided until the 5th day of the service month for payment to be received without penalty.
3.4 Late Payments & Service Suspension: * If payment is not received by the end of the 5th day of the service month (grace period ends), a late fee of 10% of the outstanding invoice amount will be applied. * Furthermore, if payment for the current service month is not received by the 5th, the Agency reserves the right to suspend all Services immediately without further notice until the outstanding invoice (including the late fee) is paid in full.
3.5 Non-Refundable Fees: All upfront fees for launch packages, setup phases, initial consultations, development work commenced, and individual à la carte services are non-refundable once work has commenced or the service period has begun. Fees for monthly services cover the upcoming period and are non-refundable once the service month begins. The Agency, at its sole discretion, may consider exceptions in extraordinary circumstances, but is under no obligation to do so.
3.6 Third-Party Costs: Client is responsible for direct and timely payment of all third-party costs as outlined in Section 1.4.
4. Term & Termination
4.1 Term: The term of the engagement will be specified in the Agreement. For ongoing services without a fixed term, the agreement shall continue on a month-to-month basis.
4.2 Termination for Convenience (Ongoing Services): Either party may terminate an ongoing month-to-month service agreement by providing 30 days written notice to the other party. Client remains responsible for payment for the full notice period, regardless of whether Services are utilized during that time.
4.3 Termination for Cause: * By Agency: The Agency may terminate the agreement immediately upon written notice if the Client: * Fails to pay an outstanding invoice (including applicable late fees) by the start of the next service month (e.g., payment for February services, due Feb 1st with grace to Feb 5th, is not received by March 1st). * Materially breaches these Terms or the Agreement (including breaches of confidentiality, IP infringement using Agency materials, providing false information, engaging in illegal activities related to the Services). * Fails to provide necessary information or access required to perform Services after reasonable requests, significantly hindering service delivery. * By Client: The Client may terminate the agreement immediately upon written notice if the Agency materially breaches these Terms or the Agreement and fails to cure such breach within 15 days of receiving written notice from the Client detailing the breach.
4.4 Effect of Termination: Upon termination for any reason, Client shall immediately pay all outstanding fees (including any applicable late fees) for Services rendered up to the effective termination date and through any applicable notice period. The Agency will cooperate in transitioning necessary access or data back to the Client upon full payment. Confidentiality, Indemnification, and Limitation of Liability obligations shall survive termination.
5. Refund Policy
5.1 Generally, Shiftur LLC operates under a no-refund policy. Fees paid are for services rendered, time committed, resources allocated, and expertise provided. As outlined in Section 3.5, upfront payments and fees for service periods already begun are non-refundable.
5.2 In rare and exceptional circumstances, determined solely at the discretion of Shiftur LLC management, a partial or full refund may be considered. However, there is no entitlement to a refund under any standard circumstances.
6. Intellectual Property
6.1 Client Materials: Client retains full ownership of all Client Materials (defined in Sec 2.5) provided to the Agency.
6.2 Deliverables: Upon Client's full and final payment for the relevant Services, Client shall own the specific, final, tangible deliverables created by the Agency uniquely for the Client as outlined in the Agreement (e.g., the final text of an Amazon listing, the finalized graphic files for an EBC/A+ design, the deployed code and configuration of a delivered website or Shopify store).
6.3 Agency Intellectual Property: Client acknowledges that the Agency owns and retains all rights, title, and interest in and to its proprietary methodologies, processes, strategies, know-how, software, code libraries, tools, templates, analytics frameworks, reporting formats, and pre-existing materials ("Agency IP") used or developed in providing the Services. Nothing in these Terms grants the Client any ownership rights to Agency IP.
6.4 License: The Agency grants the Client a non-exclusive, non-transferable, worldwide, royalty-free license to use Agency IP solely to the extent incorporated into the final deliverables, for the Client's internal business operations related to the specific brand/product/project for which the Services were provided.
7. Confidentiality
7.1 Mutual Obligation: Both parties agree to maintain the confidentiality of all non-public information disclosed by the other party ("Confidential Information"). This includes, but is not limited to, Client's sales data, customer lists, specific business strategies, product development details, source code specifics, and the Agency's proprietary methods, pricing structures, internal processes, and non-public client results.
7.2 Non-Disclosure: Neither party will disclose the other party's Confidential Information to any third party without prior written consent, except: * To employees, contractors, or advisors who need to know the information to perform obligations under the Agreement and are bound by similar confidentiality duties. * As required by law, regulation, or court order (provided the disclosing party is given reasonable notice, if legally permissible, to contest the disclosure).
7.3 Exclusions: Confidential Information does not include information that (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known by the receiving party before disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.
7.4 Survival: This confidentiality obligation shall survive the termination of the Agreement.
8. Disclaimers & Limitation of Liability
8.1 No Guarantees: Client understands and agrees that the Agency provides expertise and implements strategies but cannot guarantee specific results such as sales volume, profit margins, ad performance (e.g., ACOS/ROAS/CPA), search rankings, website traffic, conversion rates, or overall business success. These outcomes are influenced by numerous factors outside the Agency's direct control, including market conditions, competition, and platform changes.
8.2 Platform Risks (Amazon, Shopify, Hosting, etc.): Client acknowledges that platforms like Amazon, Shopify, social media networks, and web hosting providers operate independently, with their own evolving rules, algorithms, and enforcement actions. The Agency is not liable for platform decisions, policy changes, algorithm updates, listing suspensions, account suspensions, website downtime, or performance fluctuations caused by these platforms. While we adhere to best practices and platform guidelines, we offer no guarantee against suspensions, technical issues originating from the platform, or guarantee successful reinstatement/resolution.
8.3 Third-Party Services: The Agency is not responsible for the actions, quality, or reliability of third-party services engaged directly or indirectly by the Client (e.g., suppliers, freight forwarders, photographers not contracted through us, software providers, payment gateways).
8.4 Informational Guidance Only: Services related to LLC formation, trademarks, and taxes are based on general knowledge and experience. They do not constitute legal, financial, or tax advice. Client is solely responsible for consulting qualified legal, accounting, and tax professionals.
8.5 Services "AS IS": Except as expressly stated in an Agreement, the Services are provided "as is" and "as available," without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
8.6 LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF SHIFTUR LLC AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS TO THE CLIENT FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES PROVIDED (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CLIENT TO THE AGENCY FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
8.7 EXCLUSION OF CERTAIN DAMAGES: IN NO EVENT SHALL SHIFTUR LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Indemnification
9.1 Client agrees to indemnify, defend, and hold harmless Shiftur LLC and its officers, directors, employees, and agents from and against any and all third-party claims, actions, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or related to: (a) Client's products, services, or business operations (including product liability, safety, defect claims, or data breaches originating from Client systems); (b) Client's breach of these Terms, any Agreement, or applicable laws/regulations; (c) Client Materials infringing third-party rights (including intellectual property or privacy rights); (d) Any actions taken or decisions made by Client based on Agency's recommendations.
10. Governing Law & Dispute Resolution
10.1 These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Maryland, USA [CONFIRM OR CHANGE THIS STATE], without regard to its conflict of laws principles.
10.2 The parties agree to first attempt to resolve any disputes amicably through good-faith negotiation for at least 30 days. If negotiation fails, any legal action or proceeding arising out of or related to these Terms shall be brought exclusively in the state or federal courts located in Maryland, USA [CONFIRM OR CHANGE THIS STATE/LOCATION]. Both parties consent to the personal jurisdiction of such courts.
11. Miscellaneous
11.1 Entire Agreement: These Terms, together with any applicable Agreement, constitute the entire understanding between the parties regarding the Services and supersede all prior discussions, agreements, and representations.
11.2 Amendments: No amendment or modification of these Terms or any Agreement shall be valid unless in writing and signed by authorized representatives of both parties.
11.3 Notices: All notices shall be in writing and delivered personally, by certified mail (return receipt requested), by reputable overnight courier, or by email (with confirmation of receipt) to the addresses specified in the Agreement or subsequently updated in writing.
11.4 Severability: If any provision herein is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
11.5 Waiver: The failure of either party to enforce any right or provision herein shall not constitute a waiver of future enforcement of that right or provision.
11.6 Relationship: The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employment relationship.
Acceptance Clause
BY ENGAGING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.