1. Agreement structure
This BridgeScale Service Agreement (the "Agreement") applies between BridgeScale ("BridgeScale") and the business or person accepting an order, proposal, statement of work, portal agreement, or other written engagement that references these terms (the "Client"). The Agreement, together with each accepted order or statement of work (each an "Order"), forms the contract for the applicable services.
2. Services
BridgeScale may provide Amazon ecommerce management, listing and catalog work, ASIN and variation management, Brand Registry support, account-health support, Seller Support and case management, technical Seller Central services, brand management, account review, 3PL warehousing, FBA preparation, shipment creation, inbound logistics support, or other services described in an Order.
3. Client authorization and access
The Client authorizes BridgeScale to perform the services described in the applicable Order and to use access, information, files, credentials, permissions, or delegated Amazon roles that the Client makes available for that purpose. BridgeScale will use such access only for authorized work and related administration.
4. Client responsibilities
- Provide timely, accurate, and complete product, account, compliance, shipping, and business information.
- Maintain all rights, permissions, licenses, registrations, and approvals required for its products and accounts.
- Review material approvals, claims, listings, shipment information, and requests when BridgeScale reasonably requires Client confirmation.
- Comply with Amazon policies and applicable laws relating to the Client's products, business, imports, exports, consumer claims, safety, intellectual property, and taxes.
5. Amazon and third-party decisions
Amazon, carriers, payment providers, customs authorities, and other third parties control their own systems and decisions. BridgeScale does not guarantee reinstatements, policy outcomes, listing approvals, Brand Registry results, FBA capacity, reimbursement decisions, search placement, sales, delivery times, or any other third-party result.
6. Fees, invoices, and payment
The Client will pay the fees and approved expenses stated in the applicable Order, invoice, or written commercial arrangement. BridgeScale may require a deposit, billing verification, payment method, approved purchase order, recurring billing arrangement, or other reasonable payment setup before beginning or continuing services. Unless otherwise stated in writing, fees already earned for completed work are non-refundable.
7. Taxes
Fees are exclusive of sales, use, discretionary surtax, excise, or similar transaction taxes unless expressly stated otherwise. BridgeScale will collect and add taxes to an invoice when the transaction is taxable and BridgeScale is legally required to collect them. The Client is responsible for other applicable duties, customs charges, import fees, government assessments, and taxes not required to be collected by BridgeScale, except taxes imposed on BridgeScale's net income.
8. 3PL and FBA logistics
When logistics services are included, the Client remains the owner of its inventory unless otherwise agreed. The Client is responsible for accurate product identification, lawful importation, product compliance, dangerous-goods classification, labeling information, Amazon eligibility, customs documentation, duties, and importer-of-record obligations unless an Order expressly assigns a particular responsibility to BridgeScale.
BridgeScale may rely on Client-provided shipment information and may use third-party carriers or service providers. Carrier delays, Amazon receiving discrepancies, customs holds, force majeure events, concealed product defects, and losses outside BridgeScale's reasonable control are subject to the applicable carrier, warehouse, Amazon, insurance, or third-party rules. Special handling, storage, disposal, returns, packaging materials, freight, and other pass-through costs may be charged as stated in the applicable Order or invoice.
9. Changes and out-of-scope work
If the Client requests work outside the agreed scope, BridgeScale may require written approval of additional fees, timing, or a revised Order before performing that work.
10. Confidentiality
Each party will use reasonable care to protect non-public business, technical, operational, and account information received from the other party and will use confidential information only for the engagement, except where disclosure is authorized or legally required.
11. Intellectual property
Each party retains ownership of materials, trademarks, data, systems, templates, processes, and intellectual property it owned before the engagement. Upon full payment, the Client may use final client-specific deliverables created for the Client under the applicable Order. BridgeScale retains its pre-existing know-how, methods, reusable tools, templates, code, and generalized expertise.
12. Data and privacy
BridgeScale will handle personal and business information in accordance with the published Privacy Policy and the requirements of the engagement. The Client will not provide sensitive information that is unnecessary for BridgeScale to perform the services.
13. Service standard and disclaimers
BridgeScale will perform services in a commercially reasonable manner. Except for express commitments stated in an Order, and to the maximum extent permitted by law, no other warranty is made, including any warranty of merchantability, fitness for a particular purpose, uninterrupted platform availability, or specific Amazon, marketplace, revenue, or logistics outcome.
14. Limitation of liability
To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, punitive, exemplary, or consequential damages, including lost profits or lost business opportunities, arising from the engagement. BridgeScale's aggregate liability arising from a particular Order will not exceed the fees paid or payable to BridgeScale under that Order during the six months preceding the event giving rise to the claim, except to the extent a different limitation is required by law or expressly stated in the Order.
15. Indemnification
The Client will defend and indemnify BridgeScale against third-party claims arising from the Client's products, product claims, intellectual-property infringement, regulatory noncompliance, unlawful instructions, inaccurate information supplied by the Client, or Client breach of this Agreement, except to the extent caused by BridgeScale's own unlawful conduct, gross negligence, or willful misconduct.
16. Term, suspension, and termination
The Agreement begins when accepted and continues while an Order remains active. Either party may terminate an ongoing engagement as permitted by the applicable Order. BridgeScale may suspend access or work for material nonpayment, unlawful instructions, security risks, or material breach after reasonable notice where practicable. Termination does not eliminate obligations that accrued before termination, including amounts owed for completed work, committed third-party costs, storage, freight, or other non-cancellable expenses.
17. Electronic communications and acceptance
The parties agree that electronic communications, portal records, electronically accepted Orders, and electronic signatures may be used to document the engagement to the extent permitted by law. A person accepting on behalf of a business represents that they have authority to bind that business.
18. Governing law
This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The parties will first attempt in good faith to resolve disputes through business discussions before pursuing other remedies. Any required judicial proceeding will be brought in a Florida court of competent jurisdiction unless applicable law or an accepted Order requires otherwise.
19. General terms
If a provision is unenforceable, the remaining provisions remain effective. A waiver must be explicit and applies only to the matter waived. The Client may not assign the Agreement without BridgeScale's written consent, except in connection with a permitted business succession. BridgeScale may use qualified subcontractors or service providers while remaining responsible for its own contractual obligations. The Agreement and applicable Orders constitute the parties' agreement for the covered services and supersede prior discussions concerning the same subject matter.