TERMS OF SERVICE
Updated: February 21, 2023
These Terms of Service (these “Terms”) apply to the FBA Audit Services offered by Altos Digital LLC on the website Channelbloom.com. These Terms form a legally binding agreement (the “Agreement”) between you (“Client”) and Altos Digital LLC (“Altos Digital”), the owner of the Channel Bloom brand and the website www.channebloom.com. These Terms govern your use of our service. By accessing or using our website, you acknowledge and represent that you have read, understood, and agreed to be bound by these Terms. If you are using this website on behalf of your employer, you represent that you are authorized to accept these Terms on your employer’s behalf. If you have another agreement in place with Altos Digital, these Terms are in addition to that agreement.
In these Terms, the words Altos Digital, Channel Bloom, we, us, and our refer to Altos Digital LLC. The words you, your, and Client refer to you individually, if you accessed our website for personal non-commercial purposes, or the organization that you represent, if you accessed our website on behalf of an organization.
- “Seller Account” means an account with Amazon which enables merchants to market and sell their products to Amazon’s customers on the Amazon.com marketplace.
- “Merchant” means a company that has an Amazon seller account and sells its products through Amazon’s website.
- “FBA” means the service that Amazon offers to merchants called Fulfillment By Amazon which provides access to Amazon’s logistics network.
- “FBA Audit” means Altos Digital’s analysis of FBA transactions within Client’s Seller Account to discover if discrepancies exist which may be eligible for monetary recovery via the claims process.
- “Approved Claim” means a discrepancy identified in the FBA Audit that is submitted to and approved by Amazon for favorable adjustment to Client’s Seller Account. A favorable adjustment by Amazon is typically in the form of money or product credited to the Seller Account.
- Audit. Subject to the terms of this Agreement, Altos Digital shall perform an FBA Audit. Altos Digital shall summarize the potential claims opportunity, if any, to Client. Altos Digital in its sole discretion reserves the right to discontinue additional work, including filing claims, if the quantity or quality of discrepancies and potential claims is low or non-existent.
- Filing of Claims. On Client’s behalf, Altos Digital shall prepare claims for eligible discrepancies and submit them to Amazon through the Seller Account. Approved Claims, including their dollar amount, are visible within the Seller Account. Approved Claims from the FBA Audit, whether claims were submitted by Altos Digital or others, shall be the financial basis for calculating Client’s payment Fee to Altos Digital.
- Seller Account Access. Altos Digital access to Client’s Seller Account is required to begin, perform, and complete the Services. Altos Digital requests the minimum access necessary to perform the Services. Promptly after signup and a prerequisite to any work by Altos Digital, Client shall provide Altos Digital with the appropriate access to Seller Account(s) and such access shall remain continuously through the Audit, Filing of Claims, final response from Amazon on each claim filed in connection with the Audit, and until Client pays Altos Digital for all Fees under this Agreement.
- Fees and Payment. Client shall pay to Altos Digital the fees in U.S. dollars (“Fees”) as follows per Seller Account: a commission on each Approved Claim equal to twenty percent, 20%, of Approved Claim value (“Commission”). By way of example, an Approved Claim of $1,000 shall result in a Commission of $200. Commissions are payable to Altos Digital within 15 days of Amazon’s approval of claim(s).
- Time of Payment and Late-Payment. The Audit Fee is due in advance, prior to commencement of services. The Commission Fee may be progress billed by Altos Digital in increments over time or billed as a lump sum(s). All rights of the Client herein are conditioned on Altos Digital’s receipt of full payment. In addition, Altos Digital may suspend performance of services until payment in full of all amounts due. Late payments shall accrue interest at the rate of 1.5% per month. Altos Digital shall be entitled to all of its costs of collection of amounts outstanding hereunder, including without limitation, the fees of its attorneys.
- Termination. Unless otherwise agreed by the parties, this Agreement automatically terminates after (i) all claims identified by Altos Digital and submitted to Amazon are approved or denied by Amazon for adjustment to Client’s seller account and (ii) Client satisfies payment in full to Altos Digital for all Fees owned under this Agreement. Termination for breach shall require no notice and shall be effective immediately. Termination of this Agreement shall not limit either party from pursuing any other remedies available to it, including injunctive relief, nor shall termination relieve Client of its obligation to pay all charges that accrued prior to such termination, or thereafter with respect to Commission. The parties’ rights and obligations under Sections 4 (“Fees and Payment”), 7 (“Confidential Information”), 8 (“Warranties and Disclaimer”), 9 (“Limitation of Liability”), 10 (“Miscellaneous”), and this Section 6 shall survive termination of this Agreement.
- Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Altos Digital includes non-public information regarding techniques, know-how, and performance of the Services. Proprietary Information of Client includes non-public data provided by Client to Altos Digital to enable the provision of the Services (“Client Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.
- Warranty and Disclaimer. Altos Digital warrants that it shall provide the Services in a professional and workmanlike manner, in accordance with generally recognized industry standards. Altos Digital does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND ALTOS DIGITAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MONETARY RECOVERY.
- Limitation of Liability. Altos Digital’s liability for damages hereunder shall in no event exceed the Fees paid by Client to Altos Digital under this Agreement.
- Miscellaneous. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Client except with Altos Digital’s prior written consent. Altos Digital may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Subscriber does not have any authority of any kind to bind Altos Digital in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e- mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Arizona without regard to its conflict of laws provisions.