Terms of Service
This Terms of Service (“Agreement”) is a legal agreement between you (“Customer” or “you”) and SHYLOS, LLC (“Shylos”, “we”, or “us”) for your participation in our multichannel fulfillment services and use of our proprietary merchandise fulfillment software (“Software”) (collectively, “Services”).
THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES.
BY CLICKING THE ACCEPT BUTTON, OR BY ACCESSING OR OTHERWISE USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, CLICK THE “DECLINE” OR “CANCEL” BUTTON AND DO NOT ACCESS OR USE THIS SERVICE.
1. Overview. Shylos operates a multi-channel fulfillment service for individuals and entities selling merchandise on Amazon.com through a proprietary system designed to optimize supply chain performance and improve Amazon-purchaser satisfaction.
2. Term. This Agreement begins on the date you accept this Agreement and will continue until terminated by us or you in accordance with the terms of this Agreement.
3. License. We grant you a royalty-free, limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, license to use our Software.
4. Limitations on License. This License does not permit you to:
a. translate, reverse engineer, decompile, recompile, update, attempt to gain access to the source code, alter, or modify any part of the Software or merge the Software into any other software; create a derivative work based solely or in part on the Software; or alter or obscure any product identification, copyright, or other intellectual property notices in the Software.
b. rent, lease, sublicense, lend the Software, or use the Software to provide commercial services to third parties;
c. use the Software to conduct any fraudulent, malicious, or illegal activities, or otherwise violate any applicable law or regulation;
d. use, or permit the use of, the Software by any person or entity that is not an Authorized User. An “Authorized User” means an employee, employee of a temporary staffing agency or third-party contractor, independent contractor, or consultant of Customer.
5. Password Security. You are required to register a unique username and password to use our Services, including to accept your offers, review your completed fulfillments, and review your earnings history. You are responsible for maintaining the security of your password. You may not disclose your password to any third party (other than your authorized employees or agents). You are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
6. Representations. You represent and warrant to us that:
a. if you are a business, you are duly organized, validly existing, and in good standing under the Laws of the country in which your business is registered and that you are registering for the Services within such country;
b. you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement;
c. any information provided or made available to us by you or your employees, contractors, or agents is at all times accurate and complete; and
d. in performing your obligations and exercising your rights under this Agreement, you and all of your employees, contractors, agents, and suppliers will comply with all applicable laws.
7. Insurance. You will maintain, at your expense, commercial general liability insurance or other appropriate insurance covering your liabilities caused by or occurring in connection with the operation of your business, including bodily injury caused by your merchandise.
8. Confidentiality. During the course of your use of the Services, you may receive information relating to us or to the Services that is not known to the general public ("Confidential Information"). You agree that:
a. all Confidential Information will remain our exclusive property;
b. you will use Confidential Information only as is reasonably necessary for your participation in the Services;
c. you will not otherwise disclose Confidential Information to any other person;
d. you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement;
9. Your Responsibilities:
a. By accepting this Agreement, you agree to receive notification via our Software of offers to fulfill an order. Offers are not guaranteed. Offers are made based upon many factors, including availability of inventory, proximity to the shipping address, your past performance, your past compliance with our policies, and your proprietary Customer Success score.
b. You are responsible for actively monitoring your account for offers.
c. You have 180 minutes to accept the offer. If you do not accept the offer within three (3) hours, the offer is deemed to be canceled and we will extend the offer to another participant.
d. If you accept the offer, we will provide you a pre-paid shipping label and we will identify the type and quantity of merchandise to be shipped.
e. You must print the shipping label, pack the merchandise in accordance with the standards and protocols of the shipper, and deliver the package to the shipper the same day.
f. You will not contact any purchaser with the intention to collect any amounts in connection with the purchase or with the intention to influence that purchaser to make an alternative or additional transaction.
10. Our Responsibilities.
a. We will provide a pre-paid shipping label and a description of the merchandise ordered by the purchaser.
b. We will collect the payment from Amazon.com and will remit your fee to you in accordance with our Payment Policy.
c. We will handle all communication with Amazon and the purchaser, including returns, merchandise inquiries, and merchandise complaints.
11. Payment Policy.
a. We will pay you the amount of the purchase price minus Amazon’s fee, the Shipping Fee, and our Fee. Our Fee is five (5%) percent of the purchase price.
1. Your Payment = Sales Price – Amazon Fee – Cost of Shipping – Shylos Fee.
b. You will be eligible for payment after we receive payment from Amazon.com. We release your earnings twice per month. You can track your accrued and available earnings on the Software dashboard.
12. Returned Merchandise.
a. All returned merchandise is delivered to our warehouse. You will not accept returned merchandise directly from the purchaser.
b. If a purchaser returns merchandise, we will debit your account in the amount you received for fulfilling the order and we will credit your account in the amount of the wholesale price of the merchandise minus a restocking fee.
c. We will not return the merchandise to you.
13. Lost Merchandise. If merchandise is lost during transit between your facility and the purchaser and the shipping carrier does not accept financial responsibility for the loss and Amazon.com requires us to refund the purchase price, then, you will reimburse us the payment you received to fulfill the order plus the cost of shipping the merchandise.
14. Defects in processing orders. We are not responsible for, and you will reimburse us for, any loss, damage, cost, or expense due to:
a. Your failure to send sufficient quantities of merchandise to meet the order.
b. Your failure to send sufficient quantities of merchandise that are free of defects.
c. Your failure to timely, completely, and accurately ship the merchandise.
15. Recalled merchandise. You shall promptly notify us in writing if you become aware that any merchandise you shipped under this Agreement is recalled by the seller, manufacturer, distributor, or a government authority or if you become aware the merchandise is defective in any manner. You will cooperate with us to take all actions necessary related to the recall process. In addition, you will be responsible for any costs or expenses incurred by us in connection with any actions necessary to comply with any government agency demands involving the merchandise.
16. Grounds for Suspension. We may suspend your participation in our Services for any of the following reasons:
a. Shipping the incorrect merchandise or the incorrect quantity of merchandise;
b. Attaining a late shipment rate of four (4%) percent or greater;
c. Attaining a cancellation of sales rate of two and one-half (2.5%) or greater;
d. Placing advertising materials for your business in the shipment;
e. Violating any Amazon.com policies;
f. Violating the policies of a shipping carrier;
g. Contacting a purchaser or recipient of the merchandise; or
h. Materially breaching any provision of this Agreement.
17. Intellectual Property. All copyright, trademark, trade secrets, and patent rights in or related to the Software and our Services are and will remain the exclusive property of Shylos or our third party Developer. This Agreement does not grant to you any express or implied copyright, trademark, trade secrets, or patent rights in the Services. In addition:
a. You may not reverse engineer, decompile, or disassemble the Services by any means whatsoever. You may not attempt to gain access to the source code. You may not copy the Services. You may not alter, modify, enhance, or create a derivative work of the Services. You may not remove, alter, or obscure any product identification, copyright, or other intellectual property notices in the Services.
b. You may not rent, lease, sublicense, lend, the Services to third parties. You may not use the Services to provide commercial services to third parties.
c. You may not use the Services to conduct any fraudulent, malicious, or illegal activities, or otherwise use the Services in contravention of any applicable law or regulation.
18. Data Ownership. Pursuant to the license between us and the Developer of the Software, you acknowledge and agree to the following:
a. You shall have no rights in, or to, the work product, derivative works, or improvements made by you or on your behalf to the Software.
b. In the event of any improvements to the Software made by you or on your behalf, you shall assign to Developer all rights in, and to, the improvements.
c. The Developer of the Software collects and owns all rights in and to your Aggregated Statistics. The term “Aggregated Statistics” means data relating to your use of the Software and is collected in an anonymized manner for the compilation of statistical and performance data.
d. Developer is a third-party beneficiary under this Agreement with the right to enforce the provisions of this Agreement related to any work product, derivative, improvements, or Aggregated Statistics.
19. Prohibited Uses. You may use the Services only for lawful purposes and in accordance with this Agreement. You agree not to use the Services:
a. In any way that violates any applicable federal, state, local, or international law or regulation.
b. To impersonate or attempt to impersonate Shylos, a Shylos employee, another user, or any other person or entity.
c. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm us or users of the Services or expose them to liability.
d. You agree not to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Software content or enforce limitations on use of the Services or its content.
e. Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real-time activities through the Services.
f. Use any robot, spider, or other automatic devices, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
g. Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
h. Use any device, software, or routine that interferes with the proper working of the Services.
i. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
j. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.
k. Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
l. Otherwise attempt to interfere with the proper working of the Services.
20. Protecting Children’s Privacy Online.
Our Products are not intended to be used by individuals under the age of thirteen (13). We do not knowingly collect information from children under 13 without parental consent.
If you believe we received information from an individual under the age of thirteen (13), please contact us at our email address listed in the Contact Us section below. We will take all reasonable efforts to remove the information.
For information about the Children’s Online Privacy Protection Act (COPPA) visit the Federal Trade Commission website.
21. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES. IN NO EVENT SHALL SHYLOS BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES. THESE EXCLUSIONS APPLY EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF SHYLOS AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE TERM “DAMAGES” INCLUDES, BUT IS NOT LIMITED TO, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, INDIRECT DAMAGES, AND CONSEQUENTIAL DAMAGES (FOR EXAMPLE, LOSS OF PROFITS; LOSS OF CONFIDENTIAL OR OTHER INFORMATION; BUSINESS INTERRUPTION; AND PERSONAL INJURY).
NOTWITHSTANDING ANY DAMAGES INCURRED FOR ANY REASON AND UNDER ANY LEGAL THEORY, OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WILL BE LIMITED TO THE LESSER OF ACTUAL, DIRECT DAMAGES OR FIVE HUNDRED ($500) DOLLARS.
THESE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
EXCEPT AS OTHERWISE PROVIDED, THIS SECTION SETS FORTH OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR CLAIMS RELATING TO ALL CAUSES OF ACTION, INCLUDING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TORT, AND CONTRACT EXCEPT THE LIMITED CAUSE OF ACTION IDENTIFIED IN THE INDEMNIFICATION PROVISION OF THIS AGREEMENT.
a. You will indemnify us and our officers, directors, agents, subsidiaries, and affiliates, from and against all claims, liability, loss, damage, injury, expenses (including reasonable attorneys’ fees and amounts paid in settlement of claims) (collectively, “Claims”) arising out of or relating to:
i. the breach of any warranty, representation, or covenant on your part;
ii. the malicious or willful acts of you or your officers, directors, employees, agents, or contractors;
iii. personal injury, death, property damage, environmental harm, product liability, or breach of warranty related to any merchandise you manufacture or have manufactured on your behalf;
iv. violation of any federal or state privacy laws;
v. violation of any patent, trademark, copyright, trade secret, or other intellectual property rights relating to the Services;
vi. breach of data privacy of any purchaser.
b. We will indemnify you and your officers, directors, agents, subsidiaries, and affiliates, from and against all claims, liability, loss, damage, injury, expenses (including reasonable attorneys’ fees and amounts paid in settlement of claims) (collectively, “Claims”) arising out of or relating to the malicious or willful acts of us or our officers, directors, employees, agents, or contractors.
23. Dispute Resolution / Arbitration. You and We will attempt in good faith to resolve any dispute, controversy, or claim (“Dispute”) arising out of or relating to this Agreement promptly by negotiations first between the parties and, if that is unsuccessful, then between the senior executives designated by each Party.
a. IN THE EVENT THAT SUCH NEGOTIATIONS ARE UNSUCCESSFUL, DISPUTES SHALL BE SETTLED BY BINDING ARBITRATION CONDUCTED IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION.
b. The award rendered by the arbitrator(s) shall be final and binding on the parties and may be entered in any court having jurisdiction thereof.
c. Arbitration shall be held in a location agreed upon by the parties or, if no location can be agreed upon, in a location selected by the arbitrator(s).
d. Any judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
e. The non-prevailing party shall pay all costs of the proceedings, including the fees and expenses of the arbitrator and the reasonable attorneys’ fees and expenses of the prevailing party, unless the arbitrator(s) determine(s) that there is not a prevailing party, in which event each party shall bear its costs and share equally the fees and expenses of the arbitrator(s).
f. Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF UNDER ANY THEORY OF CONTRACT OR TORT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. YOU ARE ONLY ENTITLED TO INDIVIDUAL RELIEF IS AVAILABLE. CLAIMS OF MORE THAN ONE CUSTOMER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER.
24. Termination by Shylos. We may terminate this Agreement or suspend your use or access to the Services at any time and for any reason, including if in our sole determination you violate any provision of this Agreement.
25. Termination by Customer. You may terminate this Agreement at any time and for any reason by ceasing to use the Services or deactivating your account.
26. Survival. The provisions of this Agreement regarding confidentiality, intellectual property, data ownership, exclusion of incidental, consequential, and certain other damages, indemnification, dispute resolution and arbitration, governing law and venue, and severability will survive the termination or expiration of this Agreement.
27. Notice. Any notice from one party to another party under this Agreement must be given by one of the following methods:
a. Delivery by courier or postal service when sent with delivery confirmation service; or
b. Via e-mail to Shylos at LEGAL@SHYLOS.COM
c. Via e-mail to Customer at the e-mail address associated with your registered account.
28. Governing Law; Venue. This Agreement and all issues relating to the validity, interpretation, or performance (whether sounding in breach or tort), will be governed by and interpreted under the laws of Tennessee. Any dispute shall be determined by the state or federal court with jurisdiction in Shelby County, Tennessee.
29. Severability: If a court deems any provision of the Agreement void or unenforceable, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and effect.
30. Assignment. Customer will not assign or transfer any of its rights, duties, or obligations under this Agreement without the prior written consent of the Licensor.
31. Modification. We reserve the right to modify this Agreement at any time by notifying you of the modifications at least thirty (30) days before taking effect. Notification will occur via any reasonable means, such as through the physical address or e-mail address on file with your account or by posting notice of the new terms to our website. Any modifications will not apply to any dispute between you and us arising before the effective date of the modifications. YOUR CONTINUED USE OF OUR SERVICES AFTER OUR POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.