Terms of Service

01 The Service

AutoPPC is a software tool that helps Amazon sellers manage Sponsored Products advertising, including bid optimization, keyword harvesting, negation, reporting, and related analytics. The Service generates proposed changes to your advertising campaigns based on rules and settings you configure. Proposed changes are applied to your Amazon Ads account only after you approve them, except where you have expressly enabled an automatic mode.

AutoPPC is a software provider. We are not an advertising agency, marketing consultant, fiduciary, or agent, and no agency, partnership, joint venture, or employment relationship is created by these Terms. All decisions about your advertising — including whether to approve, reject, or modify any proposed change — are yours alone.

02 Eligibility and Business Use

The Service is offered solely for business use by persons at least 18 years of age operating an Amazon selling account. The Service is not offered to consumers, and you agree that you are acquiring the Service for business purposes. To the maximum extent permitted by law, consumer protection legislation does not apply to your use of the Service.

03 Your Account and Amazon Authorization

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You must provide accurate information and keep it current.

To use the Service, you authorize AutoPPC to access your Amazon accounts through Amazon's official APIs (including the Amazon Ads API and Selling Partner API) using Amazon's authorization mechanisms. You represent that you are authorized to grant this access. You may revoke this access at any time through Amazon; doing so will disable most Service functionality.

You are responsible for your compliance with all Amazon policies, including Amazon's terms of service, advertising policies, and seller agreements. AutoPPC does not control and is not responsible for the status, standing, suspension, or termination of your Amazon accounts.

04 Your Responsibilities

You acknowledge and agree that:

• The Service acts on rules, targets, budgets, and settings that you configure. You are responsible for reviewing your settings and for the consequences of the rules you enable.
• Changes you approve (or that are applied under an automatic mode you enabled) affect real advertising spend charged to you directly by Amazon. AutoPPC never holds, bills, or manages your ad spend; all advertising costs are between you and Amazon and are solely your responsibility.
• You will review proposed changes before approving them and monitor your campaigns and spend on an ongoing basis.
• Rollback and change-history features are provided as a convenience and depend on Amazon's APIs; we do not warrant that any change can be reversed or that a reversal will restore prior performance.

05 No Guarantee of Results

Advertising outcomes depend on factors outside our control, including marketplace competition, Amazon's algorithms, your product listings, pricing, inventory, seasonality, and consumer behavior. AutoPPC makes no representation or warranty that use of the Service will achieve any particular result, including any level of sales, revenue, profit, ACOS, TACOS, impressions, click-through rate, conversion rate, organic rank, or advertising efficiency. Any metrics, case studies, or examples on our website or in the Service are illustrative and are not a promise of your results.

06 Fees and Payment

Access to the Service requires a paid subscription at the rates presented at purchase. Fees are charged in advance on a recurring basis, are stated exclusive of taxes, and are non-refundable except where required by law. We do not charge a percentage of your advertising spend; your advertising spend is billed to you directly by Amazon.

We may change subscription pricing with at least 30 days' notice; changes take effect at your next renewal. If you fail to pay fees when due, we may suspend or terminate your access. You are responsible for all applicable taxes other than taxes on our income.

07 Beta Features

Portions of the Service may be offered as closed beta, early access, or preview features ("Beta Features"). Beta Features are provided for evaluation, may be modified, suspended, or discontinued at any time without notice, may contain errors, and are provided without warranty of any kind and excluded from any service commitments. Feedback you provide about Beta Features may be used by us without restriction or obligation.

08 Third-Party Services

The Service depends on third-party services we do not control, including Amazon's APIs and marketplaces, hosting providers, and payment processors. We are not responsible for the availability, accuracy, or performance of third-party services, for data errors or delays originating from them, or for changes to or discontinuation of third-party APIs. If Amazon limits, suspends, or revokes our API access or changes its APIs or policies, we may modify or suspend affected parts of the Service without liability.

09 Acceptable Use

You will not, and will not permit anyone to: (a) use the Service in violation of law or Amazon's policies; (b) reverse engineer, decompile, or attempt to extract the source code, models, rules engine, or underlying methodology of the Service; (c) resell, sublicense, or provide the Service to third parties, or use it on accounts you are not authorized to manage; (d) probe, scan, disrupt, or circumvent security or access controls; (e) use automated means to scrape the Service; (f) use the Service to develop a competing product; or (g) upload malicious code or use the Service to infringe any third-party rights.

10 Intellectual Property

We own all right, title, and interest in and to the Service, including software, algorithms, rules methodology, designs, documentation, and all improvements. These Terms grant you only a limited, non-exclusive, non-transferable, revocable right to use the Service during your subscription for your internal business purposes. No other rights are granted.

You retain ownership of your data. You grant us a worldwide, non-exclusive license to host, process, transmit, and display your data as necessary to provide the Service, and to use data in aggregated or de-identified form that does not identify you or any person — for example to improve the Service, develop benchmarks, and publish aggregate insights.

If you provide suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or compensation.

11 Confidentiality

Each party will protect the other's non-public information with at least reasonable care and use it only as needed to perform under these Terms. This obligation does not apply to information that is public, independently developed, or lawfully received from another source, and does not prevent disclosures required by law.

12 Privacy

Our collection and use of personal information is described in the AutoPPC Privacy Policy, which is incorporated into these Terms.

13 Term, Suspension, and Termination

These Terms apply for as long as you use the Service. You may cancel your subscription at any time, effective at the end of the current billing period; prepaid fees are non-refundable. We may suspend or terminate your access immediately if you breach these Terms, if required by law or by Amazon, or if your use poses a security or operational risk. We may discontinue the Service on at least 30 days' notice, in which case we will refund any prepaid fees covering the period after discontinuation.

Upon termination, your license ends and we may delete your data after a reasonable period. Sections that by their nature should survive (including Sections 5, 6, 10, 11, 14, 15, 16, and 17) survive termination.

14 Disclaimer of Warranties

15 Limitation of Liability

You acknowledge that the fees reflect this allocation of risk and that AutoPPC would not provide the Service at these prices without these limitations.

16 Indemnification

You will defend, indemnify, and hold harmless AutoPPC and its officers, directors, employees, and contractors from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your data or your products and listings; (b) your use of the Service in violation of these Terms, applicable law, or Amazon's policies; (c) advertising decisions you approve or settings you configure; or (d) any dispute between you and Amazon or between you and any third party.

17 Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first. Before starting a formal proceeding, you agree to contact us at [email protected] and give us 30 days to resolve the dispute informally.

Binding arbitration. Any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be finally resolved by binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules. The arbitration will be conducted by a single arbitrator, in English, seated in Toronto, Ontario, and may be conducted by videoconference. Judgment on the award may be entered in any court of competent jurisdiction. Either party may instead bring an individual claim in small claims court if it qualifies, and either party may seek injunctive relief in court to protect intellectual property or confidential information.

Class action waiver. All disputes will be arbitrated or litigated only on an individual basis. To the maximum extent permitted by law, you waive any right to participate in a class action, class arbitration, or representative proceeding, and the arbitrator may not consolidate claims of more than one party.

Time limit. To the extent permitted by law, any claim must be brought within one (1) year after the events giving rise to it.

18 Changes to the Service and these Terms

We may modify the Service at any time, including adding, changing, or removing features. We may update these Terms from time to time; if a change is material, we will provide notice (for example by email or in-app notice) at least 30 days before it takes effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, your remedy is to cancel your subscription before the change takes effect.

19 General

Force majeure. We are not liable for delay or failure caused by events beyond our reasonable control, including outages of Amazon or other third-party services, internet failures, labor disputes, government action, or acts of God.

Assignment. You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

Severability; waiver. If any provision is found unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. A failure to enforce a provision is not a waiver.

Entire agreement. These Terms, together with the Privacy Policy and any order or subscription page, are the entire agreement between you and AutoPPC regarding the Service and supersede all prior agreements on that subject. In case of conflict, these Terms control unless the other document expressly states otherwise.

Notices. We may provide notices by email to the address on your account or through the Service. Legal notices to AutoPPC must be sent to [email protected].

Export and sanctions. You may not use the Service in violation of Canadian, U.S., or other applicable export control or sanctions laws.

Language. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

20 Contact

AutoPPC Inc.
Email: [email protected]