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1.DEFINITIONS

“Software”

Zen AI – Amazon, a proprietary cloud-based Software application owned and operated by Reputes Business Solutions, including its dashboards, analytics, automation features, reports, algorithms, interfaces, documentation, and any updates, enhancements, or modifications thereto, made available to the Licensee under this Agreement.

 

“Review Services”

The Fortnightly Ad Account Review Services provided by Reputes on a paid basis, which are consultative, analytical, and advisory in nature only, limited strictly to performance review, insights, and recommendations based on data available through the Software and Amazon Advertising platforms, and explicitly excluding any execution, implementation, or hands-on account management activities.

 

“Managed Services”

Any execution-based services, including but not limited to campaign creation, restructuring, bid or budget changes, keyword management, optimisation activities, listing optimisation, strategy execution, or operational management of Amazon Advertising accounts, which are not included under the Software license or Review Services and shall be provided only under a separate written agreement or Statement of Work (SOW).

 

“Subscription Term”

The period during which the Licensee has an active and paid subscription to access and use the Software and/or Review Services, as specified in the applicable Service Order Form, commencing from the subscription start date and continuing until expiry or termination in accordance with this Agreement.

                 

2.SUBSCRIPTION REQUIREMENT

·Access to the Software and associated features, including dashboards, reports, and stored data, is available only with an active subscription.

·Upon expiry or cancellation of subscription, the Licensee’s access to the Software and its data will be revoked immediately.

·Licensee acknowledges that any Advertising data synced into the Software will be stored for a maximum of two (2) years, subject to platform and regulatory limitations, after which it shall be purged.

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3.TERMS AND CONDITIONS

3.1.Invoices & Payment Disputes: Reputes will raise the Invoices for the Platform Fee, and the Additional Fees as set out in this Software License Agreement and You will be liable to pay as per the Payment Schedule as set out in the Billing Terms under this Software License Agreement . If you do not pay the invoiced amounts(s) within the time period as set out in the Software License Agreement , then you will pay such amount that is due along with interest at the rate of 18% per annum or 1.5% per month, whichever is lower, from the initial payment due date until the date of payment. Disputes, if any, with regard to the Invoices or the Transaction statement shall be raised within 7 (seven) days of receipt of the invoice or such Transaction statement. In the event, You do not raise any disputes within the said period, You agree to waive any claims in relation to such invoices or Transaction statements.

3.2.Consequence of delayed payment: Notwithstanding the above, Zen AI - Amazon reserves the right to suspend or terminate the Services and prohibit access to the Platform by You or your authorized representatives in the event that you fail to pay the amounts due within the time period as set out in the Software License Agreement  or if You raise disputes consistently and fail to resolve them within stipulated time period. Zen AI - Amazon will not be liable for any loss or damage caused to You either directly or indirectly on account of such suspension or termination.

3.3.No Refund or Cancellation: This Software License Agreement  will be non-cancellable. All advance paid under the Software License Agreement  will be non-refundable.

3.4.Precedence: You may execute multiple Software License Agreement s for multiple services offered by Zen AI – Amazon simultaneously. You may modify the current subscription at any time by executing a revised service order form. Such Software License Agreement  will replace any previous Software License Agreement  with effect from the execution of such Software License Agreement  or any date mutually agreed by the Parties. Unless stated otherwise in such Software License Agreement , You will remain liable to pay any outstanding Fees of the previous Software License Agreement.

 

4.CONFIDENTIALITY

Each Party agrees to keep confidential all non-public, proprietary, or business information received from the other Party in connection with this Agreement and shall not disclose such information to any third party except as required by law or with prior written consent.

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5.CLIENT RESPONSIBILITY

5.1.Nature of Automated Adjustments 

The Software includes automated optimisation features which may execute bid and related campaign adjustments based on predefined parameters, algorithms, and performance signals. Such automated actions are intended to assist in improving efficiency and are performed within system-defined and user-configured limits.

5.2.Client Configuration & Control 

The Licensee acknowledges that automated bid adjustments operate based on configurations, thresholds, and settings selected, enabled, or approved by the Licensee. The Licensee remains responsible for reviewing, configuring, enabling, disabling, or modifying such automation settings at all times.

5.3.Notifications & Transparency 

Reputes shall provide system-generated notifications of automated bid and budget changes executed by the Software. The Licensee agrees to actively review such notifications and may request modification or disabling of automation by providing written instructions to Reputes. Continued use of the Software following such notifications, without written instruction to disable automation, shall constitute acceptance of the automated actions.

5.4.Shared Oversight & Monitoring 

Reputes provides automation, dashboards, and insights to support the Licensee’s advertising operations; however, advertising performance is influenced by multiple external factors including marketplace dynamics, competition, seasonality, and Amazon platform behaviour, which are beyond Reputes’ control.

5.5.Limitation of Responsibility 

The Licensee acknowledges that, based on system-defined performance signals, the Software may temporarily increase campaign- or account-level spend by up to twenty percent (20%) of the most recently communicated monthly budget, with such incremental spend allocated to higher-performing campaigns or advertisements.

 

The Licensee shall provide the approved monthly advertising budget in writing prior to the start of each month. In the absence of an updated budget, the Software shall continue operating on the last communicated budget in line with the agreed automation logic, including the permitted variance.

 

Any budget variance within these limits shall form part of the agreed optimisation process and shall not constitute a breach or give rise to any claim or liability against Reputes.

 

Any request to modify, pause, or disable automation must be communicated in writing and will be implemented within a commercially reasonable timeframe. Reputes shall not be liable for automated actions taken prior to such implementation.

 

Notwithstanding anything to the contrary, or issues arising due to the Software’s arising solely from erroneous automated execution of bid or budget adjustments, Reputes’ total liability, if any, arising from erroneous automated optimisation shall be limited to one (1) month’s Minimum Committed Fee (MCF).

5.6.No Performance Guarantees 

Reputes does not guarantee any specific advertising results, including sales, revenue, ROAS, ACOS, impressions, rankings, or conversions.

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6.LIMITATION OF LIABILITY

·Software is provided “AS IS” without warranties.

·Reputes is not liable for indirect, incidental, or consequential damages.

·Liability, if any, is limited to the license fee paid in the preceding 1 month.

·Licensee acknowledges that the Software uses algorithmic and AI-driven recommendations which are probabilistic in nature and may not always yield optimal outcomes.

·Reputes does not guarantee any specific performance outcomes including sales, revenue, ROAS, ACOS, impressions, rankings, or conversions.

·Reputes shall not be responsible for inaccuracies arising due to incorrect, delayed, restricted, or incomplete data provided by Amazon APIs.

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7.INTELLECTUAL PROPERTY

·All rights in the Software remain the sole property of Reputes and its subsidiaries.

·Licensee receives no ownership rights, only the right to use under this Agreement.

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8.ENTIRE AGREEMENT AND NO SET OFF

Each Software License Agreement  read along with the Terms of Service and/or Agreement will constitute an Entire Agreement. Any claims or dues under one Software License Agreement  cannot be set off against another Software License Agreement , unless expressly stated.

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9.FORCE MAJEURE

Reputes shall not be liable for any failure or delay in performance under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, governmental actions, strikes, internet or cloud service failures, Amazon platform or API unavailability, power failures, or other force majeure events.

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10.GOVERNING LAW

This Agreement is governed by the laws of India, with jurisdiction in the courts of Belagavi, Karnataka, India.