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Services. Client hereby engages Sales Partner to provide the services outlined in Schedule A (the “Services”) related to the management of Client’s Amazon Seller Central account(s) (the “Accounts”) and online store (the “Store”; together with the Accounts, the “Amazon Business”).Term and Termination. This Agreement begins upon signature by the Client (the “Effective Date”) and continues until terminated as provided herein (the “Term”).

Sales Partner reserves the right to terminate this Agreement immediately if Client fails to make any required payment. Upon termination, Sales Partner will cease all Services, and Client will remain responsible for any outstanding payments owed to Sales Partner. Client may terminate this Agreement at any time with 30 days’ written notice to Sales Partner; however, Client will not be entitled to any refunds if termination occurs before the completion of the timeline specified in Schedule B. 

Refund Policy. No refunds will be provided on fees paid once services commence. Termination by either party does not entitle the Client to a refund of fees already paid. This policy is intended to be clear and unambiguous to avoid misunderstandings.Payment. Client shall pay Sales Partner the Initial Fee, after which the Profit Share, as detailed in Schedule A (collectively, the “Fees”), will be payable to Sales Partner. Sales Partner shall have no obligation or liability to perform any Services until the Initial Fee has been paid in full.

Funding. Client may choose to participate in Sales Partner’s internal funding assistance program to secure the necessary capital for the Store. If Sales Partner is unable to secure sufficient funding, neither party shall be legally obligated to continue with this Agreement. However, if Sales Partner successfully secures enough funding to cover the cost of the Store, and Client elects not to proceed with the purchase, Client agrees to pay Sales Partner an amount equal to 5% of the total funding secured as compensation for the services provided in obtaining the funding. Participation in any funding assistance program does not imply guaranteed success or profitability of the Store. Funding, if secured, should be viewed as a financial tool, not an indicator of business outcome.Relationship of the Parties. The Sales Partner is an independent contractor and not an employee, agent, or partner of the Client. Client has no control over when, where, or how Sales Partner performs the Services.

Limitation of Liability. Sales Partner’s liability is limited to the Initial Fee paid by the Client under this Agreement.Indemnification. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs, and expenses, including reasonable attorney's fees, costs, and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement. Confidentiality. The term "Confidential Information" means any information or material which is proprietary to the Sales Partner, whether or not owned or developed by the Sales Partner, which is not generally known other than by the Sales Partner, and which the Client may obtain through any direct or indirect contact with the Sales Partner. Regardless of whether  specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Sales Partner concerning the business, technology and  information of the Sales Partner and any third party with which the Sales Partner deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs, and listings, source code and/or object code, copyrights and intellectual property,  inventions, sales leads, strategic alliances, partners, and customer and client lists. The  nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.Exclusion. Confidential Information does not include: matters of public knowledge that result from disclosure by the Sales Partner; information rightfully received by the Client from a third party without a duty of  confidentiality; information independently developed by the Client;information disclosed by operation of law; and any other information that both parties agree in writing is not confidential.Protection of Confidential Information. The Client understands and acknowledges that the Confidential Information has been developed or obtained by the Sales Partner by the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special, and unique asset of the Sales Partner which  provides the Sales Partner with a significant competitive advantage and needs to be protected from improper disclosure. In consideration for the receipt by the Client of the  Confidential Information, the Client agrees as follows:  No Disclosure. The Recipient will hold the Confidential Information in confidence  and will not disclose the Confidential Information to any person or entity without the prior  written consent of the Sales Partner.  No Copying/Modifying. The Client will not copy or modify any Confidential  Information without the prior written consent of the Sales Partner.Unauthorized Use. The Client shall promptly advise the Sales Partner if the Client becomes aware of any possible unauthorized disclosure or use of the Confidential Information.  Application to Employees. The Client shall not disclose any Confidential  Information to any employees of the Client, except those employees who are  required to have the Confidential Information in order to perform their job duties in  connection with the limited purposes of this Agreement. Each permitted employee to  whom Confidential Information is disclosed shall sign a non-disclosure agreement  substantially the same as this Agreement at the request of the Sales Partner.  No Warranty. The Client acknowledges and agrees that the Confidential  Information is provided on an "AS IS" basis. THE SALES PARTNER MAKES NO WARRANTIES,  EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION  AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF  MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT  SHALL THE SALES PARTNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR  CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE  PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all.  Any actions taken by the Recipient in response to the disclosure of the Confidential  Information shall be solely at the risk of the Recipient. Force Majeure. Neither party shall be liable for any failure to perform due to causes beyond their reasonable control, including but not limited to natural disasters, pandemics or widespread health emergencies, acts of war, marketplace policy changes, or government restrictions.Waivers. Any waiver of a provision must be in writing and signed by the party granting the waiver. Further, this Agreement can only be amended by a writing signed by both parties.Governing Law. This Agreement is governed by Texas law. Any dispute arising out of or related to this Agreement shall be subject to final binding arbitration.Arbitration. The arbitration shall be administered by the American Arbitration Association Arbitration (the ("AAA") before a single neutral arbitrator selected pursuant to the Commercial Rules of the AAA. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment upon the arbitrator's award may be entered by any court having jurisdiction thereof.Severability. If any part of this Agreement is found to be invalid or unenforceable, that part will be enforced to the fullest extent possible or, if necessary, removed without affecting the validity or enforceability of the remaining provisions.Entire Agreement. This Agreement constitutes the entire agreement between the Sales Partner and the Client, superseding all prior agreements, understandings, statements, representations, negotiations, or discussions between the Client and the Sales Partner or any of their respective agents, employees, or representatives.Electronic Signature. This Agreement and any other document contemplated herein may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act ("E-Sign Act"), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act ("UETA") and any applicable state law, and in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Any document accepted, executed or agreed to in conformity with such laws will be binding on each party as if it were physically executed.