Terms and Conditions

01Introduction

These Terms and Conditions (“Terms”) govern your use of the Selouse website (www.selouse.com) and every service Selouse provides. By using the website or engaging our services, you agree to these Terms. If you do not agree with any part of them, do not use our website or services.

Selouse is an Amazon PPC and account management agency. We work with brands selling on Amazon and TikTok Shop, and these Terms set out what each side can expect from the relationship.

02Definitions

For the purpose of these Terms:

• “Selouse,” “we,” “us,” or “our” means Desverto LLC, doing business as Selouse, a limited liability company registered in Texas with its principal place of business at 5900 Balcones Drive STE 13296, Austin, TX 78731, United States, including its employees, officers, contractors, and authorized representatives.
• “Client,” “you,” or “your” means any individual or business that engages our services.
• “Services” means all work Selouse performs for you, including advertising management, account management, listing optimization, TikTok Shop management, reporting, and any other work described in your Service Agreement.
• “Service Agreement” means the proposal, statement of work, order form, or invoice you accept that lists your specific services, fees, and term.
• “Marketplace” means Amazon (Seller Central, Vendor Central, Amazon Ads, and Amazon DSP), TikTok Shop, Walmart Marketplace, and any other sales platform we manage for you.
• “Ad Spend” means the money a Marketplace charges for advertising placements, such as clicks, impressions, or GMV-based ad costs. Ad Spend is separate from our fees.
• “Management Fee” means the amount you pay Selouse for the Services, whether flat, percentage-based, performance-based, or a mix, as stated in your Service Agreement.
• “Deliverables” means reports, campaign structures, listing copy, creative assets, and other materials we produce for you.
• “Client Materials” means anything you give us to use, including product information, images, brand assets, logos, and account data.
• “Working Days” means Monday through Friday, excluding US federal holidays.
• “Website” means www.selouse.com and all pages under the selouse.com domain.

03Agreement to Terms

By engaging our services, you confirm that:

• You have read and understood these Terms.
• You have the legal authority to bind yourself or the business you represent.
• You are at least 18 years old and able to enter into binding contracts.
• You consent to receive electronic communications from Selouse about your account and services.
• You understand these Terms form a legally binding agreement between you and Selouse.

If your Service Agreement conflicts with these Terms, the Service Agreement controls for that specific point.

04Changes to Terms

We may update these Terms from time to time. The updated version takes effect when we post it on the Website with a new “Last Updated” date. For material changes, we will also email active clients at the address on file.

Your continued use of our services after a change means you accept the updated Terms. If you do not agree, your remedy is to stop using our services under the termination section below.

05Services

Selouse manages advertising and accounts for brands on Amazon and TikTok Shop. Your Service Agreement lists exactly which of the following services apply to you.

5.1 Amazon Services

• PPC management across Sponsored Products, Sponsored Brands, and Sponsored Display
• Amazon DSP advertising
• Seller Central and Vendor Central account management, including account health monitoring and case handling with Amazon support
• Listing optimization, including titles, bullet points, descriptions, and backend search terms
• Brand management, including Brand Registry support and catalog maintenance
• Reporting and analytics on ACoS, TACoS, new-to-brand revenue, organic rank, and profitability
• Seller Central setup and marketplace expansion

5.2 TikTok Shop Services

• Shop setup and full account management
• Creator and affiliate outreach, including sample coordination
• Content posting and management
• GMV Max and other TikTok Shop ad management
• Ongoing scaling and optimization

5.3 Creative and Other Services

Where your Service Agreement includes them, we also provide creative work such as listing images, A+ Content, storefront design, and listing copywriting. Some of this work may be produced by our affiliated teams under the same company. Walmart Marketplace management will be added when it launches, under its own Service Agreement.

5.4 What We Do Not Guarantee

Advertising results depend on things outside our control: Marketplace algorithms, competitor bids, seasonality, your pricing, your inventory, your reviews, and policy changes. Because of that:

• We do not guarantee specific sales, revenue, ACoS, TACoS, ROAS, rankings, or profit figures. Any projection we share is an estimate, not a promise.
• We cannot guarantee that a Marketplace will approve listings, ads, content, or appeals we submit for you.
• We cannot prevent a Marketplace from suspending, restricting, or changing your account, although we will work with you to resolve issues we are hired to handle.
• We do not provide legal, tax, accounting, or regulatory advice, including advice on trademarks, product safety, or FDA matters.

06Onboarding and Account Access

6.1 Onboarding

Work starts once you accept a Service Agreement and pay any onboarding fee or first invoice. During onboarding we will:

• Collect your business goals, margins, target ACoS or TACoS, and budget limits
• Audit your current campaigns, listings, and account health
• Agree on a communication channel, reporting schedule, and main point of contact
• Share a launch plan with timelines for the first 30 days

6.2 Account Access

To do the work, we need access to your Marketplace accounts. You agree to grant access through each Marketplace’s official user permissions system (for example, Seller Central user permissions or Amazon Ads account access), not by sharing your login credentials.

You keep ownership and primary control of all your Marketplace accounts at all times. You can change or remove our access whenever you want. If you limit our access in a way that stops us from doing the work, we are not responsible for the results of that limit.

We will use your account access only to perform the Services. We will not change your banking details, disbursement settings, legal business information, or account ownership.

6.3 Account Security

You are responsible for keeping your own credentials, two-step verification devices, and primary account owner details secure. Tell us right away if you suspect unauthorized access to any account we manage.

07Campaign Management, Approvals and Reporting

7.1 How We Manage Campaigns

Once onboarding is complete, we manage your campaigns day to day within the budget limits and goals you approve. That includes building and restructuring campaigns, adjusting bids and budgets, adding and negating keywords and targets, and testing new ad types. You authorize us to make these routine changes without asking for approval each time.

7.2 Changes That Need Your Approval

We will get your written approval (email or our shared messaging channel is enough) before we:

• Raise your total monthly Ad Spend above the limit you set
• Launch a new ad program with its own cost, such as Amazon DSP or a new TikTok Shop ad type
• Make major changes to a top-selling listing’s title or main image
• Publish creator content or brand content that names you on TikTok Shop
• Run coupons, deals, or price changes

If you do not respond to an approval request within five (5) Working Days, we will hold the change rather than proceed.

7.3 Reporting and Communication

You will receive regular performance reports on the schedule in your Service Agreement (monthly by default). Reports cover the numbers that drive decisions: Ad Spend, sales, ACoS, TACoS, new-to-brand revenue, organic rank movement, and profitability where you share cost data with us.

Your account is handled by a dedicated team, with one main point of contact. We aim to reply to messages within one (1) Working Day. Account emergencies, such as a suspension or a listing taken down, get same-day attention during business hours.

7.4 Ad Spend Monitoring

We monitor Ad Spend against your approved budgets. Marketplaces sometimes overspend daily budgets, change billing, or apply charges outside our control. We will flag unusual spend when we see it, but we are not responsible for charges a Marketplace applies on its own.

08Client Responsibilities

The work goes faster and performs better when you hold up your side. You agree to:

• Give us accurate information about your products, margins, inventory, and goals, and tell us when anything changes.
• Keep enough inventory in stock. Ads cannot sell products that are out of stock, and stockouts can damage rankings.
• Keep a valid payment method on each Marketplace account so ads keep running.
• Respond to approval requests and questions within five (5) Working Days.
• Make sure your products, claims, and Client Materials comply with Marketplace policies and applicable laws, including product safety, labeling, and advertising rules.
• Confirm you own or have rights to every Client Material you give us.
• Tell us about any other agency, freelancer, or employee working in the same accounts, so changes do not conflict.
• Review Deliverables and reports and raise concerns promptly.
• Pay all invoices on time.

09Fees and Payment

9.1 Management Fees

Your Service Agreement sets your Management Fee. It may be a flat monthly retainer, a percentage of Ad Spend or sales, a performance-based fee, or a combination. Unless your Service Agreement says otherwise:

• Monthly fees are billed in advance at the start of each billing cycle.
• Percentage-based fees are calculated from Marketplace data for the previous month and billed in arrears.
• One-time onboarding, audit, or setup fees are due before work starts and are non-refundable once onboarding begins.
• Project-based work (such as a listing optimization project or account setup) requires 50% upfront and 50% on completion, before final Deliverables are handed over.

All fees are in US Dollars. We accept major credit cards, ACH, bank wire, and other methods we list on the invoice. Fees do not include sales tax or similar taxes, which you pay where they apply.

9.2 Ad Spend Is Separate

Ad Spend is paid by you directly to each Marketplace through the payment method on your account. It is not part of our fee, and Selouse does not hold, receive, or refund Ad Spend. Ad Spend that has been charged by a Marketplace cannot be recovered through Selouse, including spend from campaigns that did not perform as hoped.

Creator samples, product giveaways, coupons, deal fees, and other Marketplace program fees are also your cost unless your Service Agreement says otherwise.

9.3 Late Payments

Invoices are due within the period shown on the invoice (seven (7) days if none is shown). Late balances may incur a fee of 1.5% per month or the highest rate the law allows, whichever is lower. If an invoice is more than fifteen (15) days late, we may pause work, including campaign management, until the account is current. We are not responsible for performance changes that happen while work is paused for non-payment.

9.4 Additional Charges

Work outside your Service Agreement is quoted separately before we start. Examples include new Marketplaces, new countries, extra brands or catalogs, rush projects, and creative work not in your plan.

9.5 Billing Disputes

If you think an invoice is wrong, tell us in writing within fifteen (15) days of the invoice date and include supporting details. We will review it and respond within ten (10) Working Days. The undisputed part of the invoice is still due on the original date.

10Intellectual Property

10.1 What You Own

You own your Marketplace accounts, your brand, your products, your Client Materials, and all data inside your accounts. Campaigns we build live inside your ad accounts and stay there if our relationship ends.

10.2 What We Own

Selouse keeps ownership of its own methods, playbooks, templates, internal tools, scripts, bidding rules, and know-how, including anything we developed before or outside your engagement. Using them on your account does not transfer them to you.

10.3 Deliverables

Once you have paid in full for a Deliverable, you own the final version of it, including listing copy, final creative files, and reports. We keep a non-exclusive right to use general learnings from the work (without your confidential data) to improve our services.

Drafts, unused concepts, and working files stay with Selouse unless your Service Agreement includes them. Stock images, fonts, and other licensed third-party assets remain subject to their own licenses, which we will share when relevant.

10.4 Client Materials

You give Selouse a limited license to use your Client Materials only to perform the Services. You confirm you have the rights to everything you send us. If we believe a Client Material may infringe someone else’s rights, we may ask for proof of permission before using it.

10.5 Case Studies and Portfolio

We may mention that you are a client and share anonymized performance results in case studies and marketing. We will not publish your brand name, logo, or identifiable figures without your written approval. You can opt out at any time by emailing us.

11Confidentiality

Both sides will share non-public information during the engagement, such as sales data, margins, ad performance, supplier details, strategy, and pricing. Each side agrees to:

• Use the other’s confidential information only for this engagement
• Share it only with employees and contractors who need it and are bound by similar confidentiality duties
• Protect it with at least the same care used for its own confidential information

This does not cover information that is public, was already known, was independently developed, or must be disclosed by law. These duties continue for two (2) years after the engagement ends, and indefinitely for trade secrets and account data.

12Non-Solicitation

During the engagement and for twelve (12) months after it ends, you agree not to directly hire or contract any Selouse employee or contractor who worked on your account, unless we agree in writing. If this happens without our consent, you agree to pay a placement fee equal to six (6) months of that person’s compensation from Selouse. General job postings that a person answers on their own do not count.

13Privacy

Our Privacy Policy explains how we collect, use, and protect personal information, including data we access in your Marketplace accounts. It is part of these Terms by reference and is available on the Website.

14Prohibited Activities

You agree not to ask us to, and not to use our services to:

• Break Marketplace policies, including review manipulation, incentivized reviews, fake orders, or keyword stuffing that violates listing rules
• Advertise products that are illegal, counterfeit, recalled, or restricted without approval
• Make false, misleading, or unsupported claims about products, including health or safety claims
• Run creator or affiliate content without the disclosures required by the FTC and TikTok
• Attack, misrepresent, or file false reports against competitors
• Infringe anyone’s trademark, copyright, patent, or other rights

We may refuse any request that we believe falls into these categories, and doing so is not a breach of these Terms.

15Term and Termination

15.1 Term

Your engagement starts on the date in your Service Agreement and continues month to month after any minimum commitment it lists, until either side ends it.

15.2 Ending the Engagement

Either side can end the engagement by giving thirty (30) days’ written notice, unless your Service Agreement sets a different notice period or a minimum term. If you end the engagement during a minimum term, the remaining fees for that term are still due unless we agree otherwise in writing.

15.3 Termination by Selouse

We may end or pause the engagement immediately if:

• An invoice is more than thirty (30) days overdue
• You breach these Terms and do not fix the breach within ten (10) days of notice
• You ask us to do something illegal or against Marketplace policy
• You engage in fraud, abuse toward our team, or conduct that makes it impractical to keep working together

15.4 What Happens After Termination

When the engagement ends:

• All unpaid fees up to the end date become due, including percentage-based fees for the final period.
• We will remove our own access from your accounts, or you can remove it yourself. Your campaigns, listings, and data stay in your accounts.
• On request within thirty (30) days, we will send a handover report summarizing campaign structure and recent performance.
• We will return or delete your confidential information within a reasonable time, except records we must keep for legal or accounting reasons.

Sections that by their nature should survive termination (including fees owed, intellectual property, confidentiality, non-solicitation, limitation of liability, and indemnification) remain in effect.

16Refund Policy

Because Management Fees pay for time and expertise already provided, they are generally non-refundable once the billing period has started. Specifically:

• Onboarding, audit, and setup fees are non-refundable once onboarding begins.
• Monthly retainers are not prorated for partial months after notice is given.
• If you cancel a project before any work starts, we will refund what you paid minus payment processing costs.
• If you cancel a project after work starts, we may refund part of the fee based on the work not yet done, at our discretion.
• Ad Spend and other Marketplace charges are never refundable through Selouse (see Section 9.2).

If you believe we did not deliver what your Service Agreement promised, contact us within fifteen (15) days and we will work with you in good faith to fix it.

17Limitation of Liability

To the fullest extent the law allows, Selouse is not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost sales, lost rankings, account suspensions, or Ad Spend, arising from the Services.

Our total liability for any claim related to these Terms or the Services is limited to the Management Fees you paid us in the three (3) months before the event that caused the claim.

18Disclaimer of Warranties

We perform the Services with reasonable skill and care. Beyond that, the Services and Deliverables are provided “as is,” without warranties of merchantability, fitness for a particular purpose, or specific results.

Marketplaces change their algorithms, ad products, fees, and policies, often without notice. We are not responsible for the effects of those changes, though we will adjust our work to them as part of the Services. Any decision you make based on our reports or recommendations is your own business decision.

19Indemnification

You agree to defend and hold Selouse harmless from claims, losses, and costs (including reasonable legal fees) that arise from your products, your Client Materials, your breach of these Terms, or your violation of any law or Marketplace policy.

Selouse agrees to do the same for you for claims arising from our gross negligence, willful misconduct, or our own material that infringes a third party’s rights.

20Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Texas, without regard to conflict of law rules.

If a dispute comes up, both sides will first try to resolve it through good-faith discussion for at least thirty (30) days. If that fails, the dispute will go to binding arbitration in Austin, Texas, under the rules of the American Arbitration Association. Each side pays its own legal fees unless the arbitrator decides otherwise. If arbitration is not available, disputes will be resolved only in the state or federal courts in Travis County, Texas, and both sides consent to that jurisdiction.

21Force Majeure

Neither side is liable for delays or failures caused by events outside its reasonable control, such as natural disasters, pandemics, government action, war, cyberattacks, internet or power outages, or Marketplace-wide outages. The affected side will notify the other promptly and resume work as soon as possible. This section does not excuse payment obligations for Services already performed.

22Severability

If any part of these Terms is found unenforceable, the rest stays in effect. The unenforceable part will be changed only as much as needed to make it enforceable while keeping its original intent.

23Assignment

You may not transfer your rights under these Terms without our written consent. Selouse may assign these Terms to an affiliate or to a successor in a merger, acquisition, or sale of assets.

24Independent Contractors

Selouse is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. Selouse is not affiliated with or endorsed by Amazon or TikTok, apart from the partner programs we are members of.

25Entire Agreement

These Terms, your Service Agreement, our invoices, and the policies referenced here form the full agreement between you and Selouse. They replace all earlier discussions and agreements on the same subject. Changes to a Service Agreement must be in writing and accepted by both sides. Not enforcing a term once does not waive it.

26Contact Information

Questions about these Terms can be sent to:

Company	Selouse (Desverto LLC)
Address	5900 Balcones Drive STE 13296, Austin, TX 78731, United States
Email	legal@selouse.com
Website	www.selouse.com

By using our services, you confirm that you have read, understood, and agreed to these Terms and Conditions.