BrandRamp and its affiliated entities (“BrandRamp”) provides an online partner marketing platform to facilitate more efficient and productive relationships between Sellers and Creators on Amazon (the “Platform”). Before accessing and using the Platform, please read this entire agreement carefully. This is a binding Agreement between BrandRamp and both You and the entity You represent (collectively “You”). These Terms of Service (the “Agreement”) govern Your access and use of the Platform and any other products or services provided by BrandRamp through the Platform. If You access or use the Platform in any way, You represent and agree that You: (i) have read and understand this Agreement; (ii) have the authority to bind Yourself and any entity You represent; and (iii) agree to the terms of this Agreement. If You do not agree to the terms of this Agreement, You may not access or use the Platform for any purpose.
This Agreement contains sections entitled “Disclaimer of Warranties” and “Limitations of Liability.” Please read them carefully, as they limit BrandRamp’s liability.
The Platform allows Sellers and Creators to partner directly. “Sellers” are individuals and/or businesses seeking to partner directly with Creators for Creators to promote Sellers’ Amazon listings, and “Creators” are individuals and/or businesses seeking to partner directly with Sellers to promote Sellers’ Amazon listings. Sellers and Creators (and their authorized representatives) are hereinafter referred to as “Users.”
1. Changes to this Agreement and the Platform
BrandRamp reserves the right to make modifications to this Agreement at any time and for any reason. Please check this Agreement periodically to ensure you are aware of any modifications made by BrandRamp. Your continued use of the Platform after any change to these terms constitutes Your agreement to those new or changed terms. BrandRamp may, at any time and in its sole discretion, without prior notice, and without any liability to any User, modify or discontinue any portion of the Platform, either temporarily or permanently.
2. Account Registration; Payment Methods
To access the Platform, each User must create an account with a unique username and password for use as login credentials (each, a “User ID”). You must keep Your User ID confidential and secure. Do not disclose or share Your User ID. You are responsible for all acts, omissions and content carried out under Your User ID, and BrandRamp will consider all acts, omissions and content on the Platform under Your User ID as authorized by You. If You have any reason to believe that Your User ID has been compromised, please contact BrandRamp immediately.
Each Seller must provide and maintain on file account information for at least one valid Payment Method. “Payment Method” means a valid credit card issued by a bank acceptable to BrandRamp. You hereby authorize BrandRamp, as applicable, to run credit card authorizations on all credit cards provided by You, to store credit card and banking or other financial details as Your Payment Method, and to charge your Payment Method for amounts owed as set forth in this Agreement.
By providing Payment Method information, You, as Seller, represent that: (i) You are legally authorized to provide such information; (ii) You are legally authorized to make payments using the Payment Method(s); and (iii) such actions do not violate the terms and conditions applicable to Your use of such Payment Method(s) or applicable law.
3. Platform Services
A. Affiliate Programs
Subject to this Agreement, BrandRamp provides the Platform and related services including hosting and maintaining the website, simplifying relationships between Users, facilitating payments between Users, displaying and normalizing attribution date from the Amazon Attribution API, and streamlining tax reporting. The Platform may display information about affiliate programs offered by Sellers which may include a description of the affiliate program, payment terms, commission schedules, and other terms and conditions. Creators who wish to participate in an affiliate program will communicate directly with the Seller offering the program through the Platform and may be required by Seller to enter into a separate agreement for such affiliate program (each, an “Affiliate Program Agreement”). BrandRamp is not a party to any Affiliate Program Agreement and shall have no liability, responsibility, or obligation relating to any such agreement.
By using the Platform, You acknowledge and agree that Users, and not BrandRamp, are solely responsible for (i) evaluating and determining the suitability of any project or User; (ii) assessing whether to enter into a contract with another User and for verifying any information about another User; (iii) deciding whether to enter into a contract with another User as well as the contract terms; and (iv) negotiating, agreeing to, and executing any terms or conditions of the contracts and for performing and monitoring performance under them. All contracts between Users are directly between the Users, and BrandRamp is not a party to such contracts.
BrandRamp may, in its discretion, make available one or more form template agreements which Users may, but are not obligated to, use to enter into Affiliate Program Agreements with other Users. For the avoidance of doubt, the use of any such optional form template agreements is entirely optional and solely within the discretion of the Users. For the further avoidance of doubt, any use of such form template agreements by Users shall not, under any circumstance, make BrandRamp a party to such contract between the Users.
B. Attribution Data
BrandRamp displays attribution data, including clicks, conversions, and sales from the Amazon Attribution API. Commissions are calculated by BrandRamp based on this attribution data and based on commission information provided by Users. At times, Amazon’s Attribution API may record refunds, chargebacks, or other events that change previously recorded conversions and sales. In these cases, commission amounts will be adjusted to reflect the latest data from Amazon’s Attribution API.
Seller affiliate programs may provide for the payment of commissions or rewards from Sellers to Creators. While the Platform may be used to facilitate payment of such commissions or rewards between Users, BrandRamp’s role is solely to facilitate such payments using payment account information supplied by the respective Users, including by contracting with third-party payment processors, as described in more detail in Section 3(D). You agree and acknowledge that BrandRamp is not responsible for any payment disputes between Users and that any such disputes shall be resolved directly between Users.
D. Payment Processing
The Platform enables certain payments to be completed between Sellers and Creators. Payment processing services for the Platform are provided by third party payment processors (collectively, the “Payment Providers”). All payments between Users will be processed through Payment Providers, which may require that You enter a separate agreement with the Payment Provider(s). BrandRamp is not a party to any such agreement and shall have no liability, responsibility or obligation under such agreement. You will be solely responsible for any fees charged by any Payment Provider (the “Transaction Costs”). It is Your responsibility to keep Your Payment Provider accounts current within the Platform, and BrandRamp has no responsibility for incorrect or delayed payments.
4. Permitted Uses of the Platform
BrandRamp provides the Platform to Users to enable them to: (i) build, and manage affiliate programs; (ii) run paid per click (PPC) campaigns; and (iii) enable payment and invoicing between Users about affiliate commissions (collectively the (“Permitted Use“). Your use of the Platform must be consistent with the Permitted Use and, as such, You agree to provide only true, complete, and accurate information to and through the Platform and to only use the Platform to communicate in a manner consistent with the Permitted Use. Any uses that are inconsistent with the Permitted Use are prohibited and may lead to the suspension of Your login credentials and account.
When You use the Platform, You may upload or provide content or information and communicate with others. You agree that You have all appropriate rights to anything You provide to or through the Platform. You also grant to BrandRamp a perpetual, irrevocable, royalty-free, fully paid-up, and worldwide license to access, collect, store, disclose and use any data, information, records and files that You provide to or through the Platform or that is provided by others who use the Platform for the purpose of providing the Platform, improving the Platform and related services, and producing data, information, or other materials that cannot be identified as relating to a particular individual or company (“Anonymized User Data”). BrandRamp may use, process, store, disclose, and transmit the Anonymized User Data for any purpose and without restriction or obligation to Users other than as set forth herein.
5. Prohibited Uses of the Platform
You will not engage in any of the following on the Platform (collectively, the “Prohibited Use”): (a) “frame”, “mirror” or otherwise incorporate the Platform or any part thereof on any commercial or non-commercial website; (b) access, monitor or copy any part of the Platform using any robot, spider, scraper or other automated means or any manual process; (c) violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform; (d) take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Platform; (e) deep-link to any portion of the Platform for any purpose; (f) remove any watermarks, labels or other legal or proprietary notices within the Platform; (g) modify or attempt to modify the Platform, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform; (h) use the Platform as part of any service for sharing, lending or multi-person use; (i) attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform; (j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform; (k) create adaptations, translations, or derivative works based on the Platform, in whole or in part, or decompile, disassemble, reverse engineer or other exploit any part of the Platform; (l) use of access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or (m) upload to or transmit through the Platform any information, images, text, data, media or other content that is, in the sole judgment of BrandRamp, offensive, hateful, obscene, defamatory or that violates any laws. You must promptly notify BrandRamp of any known or suspected activity within Your account or through Your login credentials which is or may be a Prohibited Use.
If You, as Seller, fail to pay any Platform Fees, commissions, or any other amounts when due, whether to BrandRamp or to any Creator, BrandRamp may, without notice, (i) temporarily suspend or permanently revoke Your access to the Platform, (ii) charge all or a portion of any amount of Platform Fees, commissions, or any other amounts due and owing to any Payment Method on file for You, and (iii) pursue any other remedies that may be available under applicable law or the terms of this Agreement.
In addition, BrandRamp may make appropriate reports to credit reporting agencies and law enforcement authorities and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
Notwithstanding the temporary suspension or permanent revocation of Your access to the Platform due to non-payment, You shall remain responsible for any amounts that accrue on any open projects at the time a limitation is put on Your account.
For the avoidance of doubt, BrandRamp does not guarantee that any Seller is able to pay or will pay commissions and does not take responsibility to any Users for non-payment by any Seller. Furthermore, while BrandRamp may pursue remedies for non-payment under this Agreement and as may be available under applicable law, it is not obligated to take any such specific actions, and its decision not to pursue any one or more remedies shall not constitute a breach of this Agreement.
7. Term and Termination; Suspension
The term of the Agreement will be as set forth in any applicable order form or, if no order form applies, until terminated by BrandRamp or a User as provided in this Agreement or an applicable order form.
In addition to any other express termination rights set forth in this Agreement or in any applicable order form: (a) BrandRamp may terminate this Agreement, effective on written notice to You, if You fail to pay any amount when due hereunder, and such failure continues for more than ten (10) days after BrandRamp’s delivery of written notice thereof; (b) either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach is incapable of cure, or, being capable of cure remains uncured thirty (30) days after the non-breaching party provides written notice of such breach; or (c) either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.
Notwithstanding the foregoing, if You violate this Agreement (including without limitation Section 7) or engage in any Prohibited Use, BrandRamp may temporarily suspend Your access to the Platform without notice.
8. Ownership of Platform
BrandRamp owns all right, title and interest in the Platform, all information, material, or content provided by BrandRamp related to the Platform or contained within the Platform, and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights in the Platform, which shall remain with BrandRamp and its licensors. BrandRamp expressly reserves all rights in the Platform, and You shall obtain no ownership or other rights in the Platform by virtue of Your use.
10. Third Party Websites
The Platform may provide links to third party websites. BrandRamp does not endorse the information contained on those websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked website is provided for Your convenience but is not under BrandRamp’s control. If You access any such website, You do so entirely at Your own risk.
The Platform may also provide links and access to third-party software and services (including, but not limited to Affiliate Program Agreements as defined herein). The use of any such third-party software and services is governed by the third-party provider and not BrandRamp. Your acceptance of any such terms may create an agreement between You and the third party and not with BrandRamp. BrandRamp does not warrant or accept any liability or obligation to You or any User with respect to third-party software and services. You may request a copy of any agreement with a third party from that third party.
Use of the platform is at user’s own risk. The platform is provided “as is” and “as available”. To the fullest extent permitted by applicable law, BrandRamp disclaims all warranties, representations and conditions of any kind with respect to the platform, whether express, implied, statutory or collateral, including, without limitation, the implied warranties and conditions of merchantability, merchantable quality, fitness for a particular purpose and non-infringement, quality, accuracy, reliability, completeness, currency, or timeliness. BrandRamp does not warrant that the platform will meet your requirements or that the platform is or will be error-free, uninterrupted, free of viruses or that any errors in the platform will be corrected.
BrandRamp makes the platform available to various entities including creators and sellers. All such entities are independent from BrandRamp and, despite any contrary reference herein, are not partners, agents or employees. BrandRamp is not liable for the acts, errors, omissions, representations, warranties, conditions, breaches or negligence of any other entity (including creators or sellers) and shall have no responsibility or liability for any affiliate program, affiliate program agreement or any other offering of such entities.
12. Exclusions and Limitation of Liability
Notwithstanding anything else in this agreement or any other agreement between you and BrandRamp, in no event will BrandRamp or its officers, directors, affiliates, partners, employees, shareholders, agents, successors and assigns be liable , whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any damages of any kind (including, without limitation, indirect, incidental,
Consequential, special, exemplary or punitive damages, lost
Profits, loss of use or loss of data, personal injury, fines, fees,
Penalties or other liabilities), whether or not BrandRamp is advised of the possibility of such damages, resulting from or related to the use of, or the inability to make use of, the platform, any affiliate program or any affiliate program agreement. In no event and regardless of the theory of
Recovery will the total aggregate liability of BrandRamp or its officers, directors, affiliates, partners, employees, shareholders, agents, successors and assigns in connection
With your use of the platform for any purpose exceed the amount of fees actually paid to BrandRamp by you during the three (3) month period immediately preceding the date of any claim giving rise to such liability.
You will defend, indemnify and hold harmless BrandRamp and all of its officers, directors, affiliates, partners, employees, agents, successors, and assigns from and against any liabilities, claims, demands, recoveries, losses, damages, fines, penalties or other costs or expenses, (including but not limited to reasonable legal and accounting fees), claimed against BrandRamp relating to: (i) any breach of any of Your warranties, representations or obligations under this Agreement or any documents referenced herein; (ii) any violation of any applicable law (including, without limitation, any privacy law) and the rights of a third party (including, without limitation, privacy or intellectual property rights); and (iii) any breach of or failure to perform under any Affiliate Program Agreement or any misrepresentation made by You or anyone acting on Your behalf in connection with any Affiliate Program Agreement.
14. Governing Law and Jurisdiction
This Agreement shall be governed pursuant to the laws of the State of Washington, USA, without regard to principles of conflict of laws. You agree that BrandRamp may initiate a proceeding related to the enforcement or validity of BrandRamp’s intellectual property rights in any court having jurisdiction. In the event of any dispute regarding Your use of the Platform or otherwise arising under this Agreement, You consent to the exclusive jurisdiction and venue of the courts in King County, Washington.
BrandRamp may use Your name and trademarks and services marks to identify You as a BrandRamp User on the website and in sales and marketing materials and activities.
16. General Provisions
These Terms of Service, all other legal notices and policies on this website, and any other agreements entered into between You and BrandRamp (e.g., order forms), constitute the entire agreement between BrandRamp and You pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and BrandRamp. BrandRamp may provide You with notice as required herein via email to any address You have provided. If any of the provisions contained in this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions contained herein. BrandRamp may, in its sole discretion, assign some or all of its rights or obligations under this Agreement to a third party without Your consent or approval. If BrandRamp is acquired by, sold to, or merged with any third-party entity, BrandRamp reserves the right to transfer or all assign all of your User data as part of such merger, acquisition, sale, or change of control.
Last updated: 1/2/24