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WAMP Software as a Service

Agreement and Terms & Conditions

This WAMP Software as a Service Agreement (“Agreement”) is entered into by and between SellerAmp LLC., a Texas limited liability company (“SellerAmp”), and the individual or entity accepting this Agreement (“You” “Your” or “Customer”).

The Service is offered to You conditioned on Your acceptance without modification of the terms, conditions and notices contained herein (the “Terms”). WAMP is a research tool intended for use by individuals and organizations who buy products for resale on Walmart marketplaces (“Purpose”). SellerAmp is an approved Walmart Marketplace Solution Provider. You must be eighteen (18) years of age to accept these terms and use the Service.

BY CLICKING “START TRIAL" CUSTOMER ACCEPTS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS.

 

1. ACCEPTANCE OF TERMS

Customer agrees to be bound by this Agreement. If Customer does not agree, Customer must not access or use the Service.

 

2. DESCRIPTION OF SERVICE

SellerAmp provides access to its WAMP SaaS platform and related tools (collectively, the “Service”) to assist Customer with the Purpose.

 

3. LICENSE AND USE

(A) License

Subject to payment of all Fees, SellerAmp grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Service for the Purpose solely for Customer’s internal business purposes during the Term.

(B) Use Restrictions

You shall not use the Service in any manner which could damage, disable, overburden, or impair the Service or interfere with any other party’s use of the Service. You may not resell the Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Service, including use and deployment of third-party autonomous software programs, screen and database scraping, spiders, robots, crawlers and any other automated activity for the purpose of obtaining information from the Service.

Customer may not access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works of the Service; (iii) create Internet “links” to the Service on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service; (b) build a product using similar ideas, features, functions or graphics of the Service; or (c) copy any ideas, features, functions or graphics of the Service.

 

4. YOUR ACCOUNT

Information you provide about Yourself or your organization must be true, accurate, current and complete. The use of disposable email addresses for registration, communication, or any other purpose of the Service is strictly prohibited. SellerAmp reserve the right to verify and validate the authenticity of email addresses provided by users. Failure to comply with this policy may result in termination of user accounts.

Customer is responsible for all activities under its account. You are responsible for maintaining the confidentiality of Your account and password and for restricting access to the Service. Your account may not be created by a third party or automated service. You acknowledge that SellerAmp is not responsible for third party access or misuse of Your account that results from theft or misappropriation of Your account. Any unauthorized use of Your account must be reported to SellerAmp. Should the Service not meet Your needs or expectations, You are not entitled to compensation, refunds, credits or other forms of relief.

 

5. TRIAL SUBSCRIPTION

"Trial Subscription" means the first fourteen-day period during which the Service is made available to You, and which starts upon Your online registration. A Trial Subscription is permitted solely for You to use to determine whether to purchase a full subscription to the Service. SellerAmp reserve the right to terminate any Trial Subscription not used for purposes of determining whether to purchase a subscription. A maximum of one (1) Trial Subscription is allowed per WAMP user. SellerAmp reserve the right to cease the Trial Subscription or refuse use of Trial Subscription if You have had prior use of a Trial Subscription. Multiple uses of Trial Subscription will cause cancellation of all active accounts by that user. Use of WAMP during Trial Subscription must comply with these Terms.

Cancellation of the Trial Subscription must be communicated to SellerAmp 24 hours prior to the end of the Trial Subscription. You can cancel the Trial Subscription by either accessing your account tools and visiting Settings-Manage Subscription-Cancel Subscription or by email to support@wamp.com. Service will become chargeable after the Trial Subscription if no cancellation notice is received 24 hours prior to the end of Trial Subscription.

 

6. THIRD-PARTY SERVICES

Use of third-party integrations is at Customer’s risk. SellerAmp is not responsible for third-party services. You will be able to connect Your WAMP account to third party accounts. This connection is solely at Your own risk. By connecting Your WAMP account to Your third-party account, You acknowledge and agree that You are consenting to the continuous release of information about You to others (in accordance with Your privacy settings on those third-party sites). If You do not want information about You to be shared in this manner do not connect Your WAMP account to third party accounts. You agree that SellerAmp is not responsible or liable for damages or losses incurred with use of third-party sites.

 

7. FEES, BILLING, AND PAYMENT AUTHORIZATION

(A) Fees

Customer agrees to pay all subscription fees for the type of subscription You signed up for (“Fees”) upon conclusion of the Trial Subscription. Fees are non-refundable. Billing occurs on the same date each month (monthly subscription) and same date each year (annual subscription). Fees will be billed in advance of use. You agree that You may not be refunded or credited for partial months of service (monthly subscription) or partial years of service (annual subscription), or for periods in which Your account remains open but You do not use the Service.

(B) Payment Authorization

While subscribed to WAMP You will provide SellerAmp with a valid debit or credit card (“Card”) and you expressly authorizes SellerAmp to charge all Fees, taxes, and charges to Customer’s Card. You represent that you are authorized to use the Card, and that any and all charges may be billed to that card will not be rejected. If SellerAmp is unable to process Your Card order for any reason SellerAmp reserve the right to suspend Your account until Your payment can be processed. You agree that we may re-attempt payment processing upon receiving updated billing details. You permit SellerAmp to store your Card information and payment credentials.

(C) Failed Payments

If payment fails, SellerAmp may:

  • Retry charges
  • Suspend or terminate access

Customer agrees to pay collection costs, including attorneys’ fees and court costs incurred by SellerAmp to collect amounts due under these Terms.

(D) No Offset

Payments may not be withheld, reduced, or offset.

 

8. SUBSCRIPTION CHANGE AND ACCOUNT CANCELLATION

(A) Subscription Change

You may change Your Service subscription type at any time by accessing Settings-Manage Subscription in your account or by contacting support@wamp.com. Upgrading to a higher priced subscription authorizes SellerAmp to charge a prorated amount at the time the upgrade is conducted. SellerAmp reserve the right to not offer credits if You change to a lower priced subscription. The invoice following any subscription change will reflect the new billing amount.

(B) Account Cancellation

SellerAmp reserve the right to terminate the account of any user found to have previously used illicit versions of the Service. This includes any versions not marketed or invoiced by SellerAmp.

 

9. SERVICE AVAILABILITY AND SUSPENSION

(A) Service Availability

For purposes of Service maintenance, SellerAmp may occasionally cease providing a service or feature for an indefinite period of time, without prior notice or notification. You agree that Your access to the Service and select features may be interrupted or suspended for reasons, including but not limited to, equipment malfunctions, periodic system updates, maintenance or other actions SellerAmp may choose to take. You agree that You are not entitled to refunds, reimbursements or other compensation when disruptions of service occur.

The Service may be modified, interrupted, or discontinued at any time. SellerAmp does not guarantee uptime or uninterrupted access. SellerAmp reserves the right to enforce quotas and usage limits at its sole discretion, with or without notice, which may result in SellerAmp disabling or limiting Your usage of the Service.

SellerAmp may rely on licensors, contractors and other service providers to provide and update the Service, meet its contractual obligations herein and provide related services to You.

(B) Account Suspension

SellerAmp may suspend access immediately, without liability, if:

  • Fees are unpaid
  • Customer violates this Agreement, and in particular the Use Restrictions in Section 3 (B).
  • Customer use poses legal or security risk to SellerAmp or other Customers
  • Suspension is required by law

SellerAmp reserve the right, but does not have the obligation, to investigate any violation of these Terms or misuse of the Service, including the removal of, disabling of access to, or modification of any content that violates these Terms.

 

10. CUSTOMER DATA

Customer retains ownership of all data submitted to the Service (“Customer Data”).

SellerAmp shall implement procedures designed to incorporate reasonable technical and organizational safeguards in the Service to protect against accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access of Customer Data consistent with SellerAmp’s size, complexity, and the nature and scope of its activities,.

 

11. INTELLECTUAL PROPERTY

This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service or to the Intellectual Property Rights therein, which are owned by SellerAmp or its licensors. SellerAmp’s name, SellerAmp’s logo, and the product names associated with the Service are trademarks of SellerAmp or its licensors, and no right or license is granted to use them. The Parties agree that SellerAmp (and its licensors) exclusively owns all rights, title, and interest in and to the Service and copies, modifications, and derivative works thereof (including Intellectual Property Rights thereto). “Intellectual Property Rights” means any (i) copyrights and copyrightable works, whether registered or unregistered; (ii) trademarks, whether registered or unregistered; (iii) patents and inventions (whether patentable or not); (iv) trade secrets and know-how; and (v) all other forms of intellectual property or proprietary rights, and derivative works thereof, in each case in every jurisdiction worldwide.

The Parties agree that SellerAmp shall own any suggestions, ideas, requests, feedback, recommendations, and Customer-requested customizations of the Service provided by or to Customer, including all related Intellectual Property Rights thereto, specifically excluding Customer data. All rights in the Service are owned by SellerAmp or its licensors. Customer acquires no ownership rights and hereby disclaims any interest in any Intellectual Property Rights in the Service in favor of SellerAmp.

 

12. INDEMNIFICATION

Customer shall defend, indemnify and hold harmless SellerAmp , its employees, officers, directors, members, licensors and suppliers for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of Your use or misuse of or inability to use the Service, Your use of Customer Data, Your violation of the Terms, Your violation of any rights of a third party by use of the Service, or Your violation of any applicable laws. SellerAmp reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with SellerAmp in asserting any available defenses.

 

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY TEXAS LAW IN NO EVENT SHALL SELLERAMP AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, AND CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, DELAY OR INABILITY TO USE THE SERVICE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SELLERAMP OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. NOTWITHSTANDING THE ABOVE, SELLERAMP’S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE PRIOR THREE (3) MONTHS.

 

14. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. SELLERAMP DISCLAIMS ALL WARRANTIES, INCLUDING ANY WARRANITES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SELLERAMP AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, ANDTIMELINESS OF THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICE.

15. TERM AND TERMINATION

Subscriptions are for a monthly or annual term, as selected by the Customer, and automatically renew for a similar period unless canceled before the next billing cycle (“Term”). Cancellation requests must occur 24 hours before Your next billing period to not incur an additional subscription charge. You may cancel Your Service subscription at any time from within the Settings-Manage Subscription section of your account. You may also cancel via email by contacting support@wamp.com from the email address associated with Your WAMP account. Cancellations after billing are not entitled to refunds. SellerAmp may terminate or suspend access at any time.

 

16. LIMITATION PERIOD

Any claim must be brought within two (2) years and one (1) day of accrual or is barred.

 

17. FORCE MAJEURE

SellerAmp is not liable for delays caused by events beyond its control, including outages, cyber incidents, or governmental actions.

 

18. GOVERNING LAW AND ARBITRATION

(A) Governing Law

This Agreement and its Terms are governed by the laws of the State of Texas without regard to its conflict of laws principles.

(B) Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to the use of the Service, this Agreement and its Terms, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by final and binding arbitration in Austin, Texas. The arbitration shall be administered by the American Arbitration Association (AAA) by a single arbitrator in accordance with its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction.

 

19. CLASS ACTION WAIVER

YOU HEREBY EXPRESSLY AGREE THAT ANY CLAIM BROUGHT BY YOU MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MULTIPLE PARTY OR SIMILAR PROCEEDING (EACH A "CLASS ACTION"). YOU EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. AN ARBITRATOR SHALL NOT HAVE AUTHORITY TO COMBINE OR AGGREGATE SIMILAR CLAIMS OR CONDUCT ANY CLASS ACTION OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. ANY CLAIM THAT ALL OR PART OF THIS CLASS ACTION WAIVER IS UNENFORCEABLE, UNCONSCIONABLE, VOID OR VOIDABLE MAY BE DETERMINED ONLY BY A COURT LOCATED IN AUSTIN, TEXAS AND YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS.

 

20. WAIVER OF JURY TRIAL

YOU ACKNOWLEDGE THAT IN ARBITRATION THERE WILL BE NO RIGHT TO A JURY TRIAL. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY TRIAL. BOTH PARTIES UNCONDITIONALLY WAIVE THE RIGHT TO A JURY TRIAL IN ANY CLAIM, LAWSUIT OR CAUSE OF ACTION RELATING IN ANY WAY TO THE SERVICE, THIS AGREEMENT AND ITS TERMS.

 

21. ASSIGNMENT

SellerAmp may assign this Agreement without restriction. Customer may not assign without SellerAmp’s prior, written consent.

 

22. ELECTRONIC COMMUNICATIONS

Using WAMP or sending emails to WAMP or SellerAmp constitutes electronic communications. You consent to receive electronic communications and You agree that all agreements, notices, disclosures and other communications that we provide to You electronically , via email and within the Service, satisfy any legal requirement that such communications be in writing.

 

23. GENERAL PROVISIONS

  • No partnership or joint venture relationship is created by these Terms or your use of the Service.
  • If part of this Agreement is invalid or unenforceable, then invalid or unenforceable provision will be first be reformed to a valid, enforceable provision that most closely matches the intent of the original provision and, if that cannot be done, then the invalid or unenforceable provision shall be considered removed and the remainder of these Terms remain in effect
  • This Agreement constitutes the entire agreement between the parties
  • We may update these Terms from time to time. Changes will be effective upon posting. Continued use of our Services after changes are posted constitutes acceptance of the revised Terms.

 

24. CONTACT

For questions regarding these Terms, please contact us at support@wamp.com.