Terms and Conditions

1. Definitions and Interpretation

1.1 “Services”. The professional consulting services described in Section 4 and in any exhibit, order form, statement of work, or per-service agreement, together with all related analyses, strategies, narratives, submissions, deliverables, and work product prepared by us or our Subcontractors.

1.2 “Platform”. Any third-party platform, marketplace, network, advertising system, application store, financial institution, bank, payment processor, merchant acquirer, card network, publisher, search engine, review site, or other service upon which, through which, or in dependence upon which the Services are rendered, in each case owned and controlled by an independent third party over which we exercise no authority, agency, or control whatsoever.

1.3 “Subcontractor”. Any independent contractor, agency, specialist, vendor, or domestic or offshore personnel engaged by us, in our sole discretion, to perform any portion of the Services.

1.4 “Third-Party Costs”. All costs and disbursements other than our fees, including advertising and media spend, Platform, subscription, filing, data, tooling, software, licensing, hosting, telephony, shipping, storage, and payment-processing charges, together with all Taxes, each of which is borne exclusively by you.

1.5 “Objective”. The reinstatement, restoration, un-suspension, removal of a limitation or restriction, release or disbursement of withheld funds or assets, removal or suppression of content, or resolution of a dispute sought in a given engagement.

1.6 “Per-Service Agreement”. Any service-specific agreement, exhibit, order form, or statement of work executed or accepted by you for a particular engagement, including any Amazon, marketplace, advertising, affiliate, application-store, banking or payments, creator-monetization, social-media, brand-enforcement, reputation, funds-release, or account-health agreement.

1.7 Interpretation. The words “including”, “includes”, and “such as” are illustrative and not words of limitation and shall be read as if followed by “without limitation”; the singular includes the plural and the reverse; references to “$” and “dollars” are to United States dollars; headings are for convenience only; and the rule of construction resolving ambiguities against the drafter (contra proferentem) shall not apply, these Terms having been furnished to sophisticated commercial parties each afforded the opportunity to consult independent counsel.

2. Nature of the Engagement; No Legal, Fiduciary, or Agency Relationship

2.1 Consulting relationship. We are retained solely as an independent professional consultant and advisor. Nothing in these Terms constitutes us a law firm, attorney, accountant, broker-dealer, money transmitter, debt collector, or fiduciary, and no attorney-client, fiduciary, agency, partnership, joint-venture, or employment relationship is created. We do not render legal, tax, accounting, investment, or regulatory advice, and no communication from us shall be construed as such. You are advised to obtain independent professional advice on any matter requiring it.

2.2 Your account; your submissions; truthfulness. You at all times remain the sole holder of, and the party responsible for, your own accounts, communications, and submissions. We prepare strategy, narrative, and documentation for your review and submission through your own credentials. We do not access any Platform by unlawful means, do not impersonate you, and do not make or procure any false or misleading statement to any Platform. You warrant the truthfulness, accuracy, and completeness of all information you furnish and submit.

2.3 Advisory guidance only. Any guidance we give concerning a Platform policy or a legal or regulatory matter is advisory only and is neither a legal opinion nor an assurance of compliance or of any result.

3. Eligibility; Business Use; Non-Consumer Representation

3.1 Age and authority. The Site and the Services are available only to persons eighteen (18) years of age or older who have the legal capacity and authority to enter into a binding contract. If you engage the Services on behalf of an entity, you represent and warrant that you are authorized to bind that entity, and “you” refers to that entity.

3.2 Business use only. You represent and warrant that you are engaging the Services solely for business or commercial purposes and not as a consumer, that you are a sophisticated party capable of evaluating the Services and the risks described in these Terms, and that you have had the opportunity to obtain independent legal, tax, and financial advice. You acknowledge that our fees reflect the allocation of risk in these Terms, including their disclaimers, limitations of liability, and waivers, each of which you accept as reasonable.

3.3 Selective acceptance. We accept engagements selectively and in our sole discretion. We may decline, pause, or discontinue any engagement, including any matter that we assess to involve genuine fraud, unlawful conduct, or a Platform violation for which no legitimate remedy exists, without such action constituting a breach.

4. Scope of Services

Subject to these Terms and to any Per-Service Agreement, we render professional consulting across the service lines set out below. The specific scope, Platform, Objective, difficulty, and pricing of a given engagement are fixed in the applicable Per-Service Agreement, exhibit, or order form, which upon acceptance is incorporated into these Terms. Platform-specific risk acknowledgments applicable to each service line are set out in Schedule A, which forms part of these Terms.

4.1 Account and Access Reinstatement

Feasibility assessment, diagnosis of the enforcement category and applicable policy, preparation of strategy, appeal narratives, plans of action, correspondence, and documentation, case management, submission sequencing, and escalation through a Platform’s internal review and appeal pathways, directed at the reinstatement or restoration of a suspended, deactivated, limited, or restricted account, listing, campaign, application, channel, or profile. Service lines include marketplaces and e-commerce (including Amazon, Walmart, eBay, Etsy, Shopify, TikTok Shop, and Poshmark); advertising platforms; affiliate networks; application stores and developer accounts; banking, fintech, and payment or merchant-processor accounts; creator-monetization platforms; and social-media platforms. The specific platforms we handle in each of these categories are named in Schedule A.

4.2 Disputes and Merchant-Processor Disputes

Preparation and management of policy, compliance, risk, and evidentiary responses to enforcement actions, reserves, holds, limitations, terminations, and disputes raised by or before Platforms, banks, payment processors, merchant acquirers, and card networks, including responses to risk and underwriting reviews, reserve and hold impositions, chargeback and dispute representment support, and account-termination and merchant-blacklist matters, in each case by Platform-compliant and lawful means and through your own accounts and channels.

4.3 Withheld-Funds and Asset Release

Assessment and management of the release or disbursement of funds, payouts, reserves, balances, or assets withheld, held, reserved, frozen, or delayed by a Platform, bank, processor, or institution, including preparation of the response to the risk, compliance, or reserve rationale asserted by the holder, by Platform-compliant and lawful means. We do not take custody of, hold, transmit, or guarantee any funds, and we are not a money transmitter or escrow agent.

4.4 Brand Protection, Enforcement, and Anti-Counterfeit

Ongoing and project-based brand-protection and enforcement services, including monitoring for infringing, counterfeit, impersonating, or unauthorized listings, sellers, merchants, applications, profiles, or content across marketplaces, advertising, application-store, payments, creator, and social-media Platforms; preparation and submission of Platform-compliant infringement, counterfeit, impersonation, and policy-violation reports and takedown requests; brand-registry and enrollment support; and coordination, where separately scoped and consented to, of legal demand or notice letters prepared by engaged legal personnel.

4.5 Reputation Management

Removal or suppression of specific negative reviews, listings, articles, search results, and images identified by you, using Platform-compliant flagging, policy-violation reporting, escalation, de-indexing and suppression, and lawful takedown pathways, and, where scoped, priority handling of non-consensual intimate imagery through Platform and statutory reporting channels. We do not post fake or incentivized reviews, manipulate ratings or rankings, or employ any deceptive or unlawful means, and you shall not request it.

4.6 Account Health Maintenance and Ongoing Retainers

Ongoing, subscription-based monitoring and defense of account health, prevention and remediation consulting, responses to policy, intellectual-property, authenticity, condition, and safety complaints, appeal and plan-of-action support, and reimbursement-assistance consulting, provided while the subscription is active and current, at the tier and on the cadence stated in the applicable Per-Service Agreement or order form.

4.7 Standard of performance; obligation of means

We shall discharge our obligations in a professional and workmanlike manner, exercising the degree of skill and diligence customarily exercised by reputable consultants performing services of a like nature, on a best-efforts basis. You acknowledge that each engagement is, by its nature, aleatory: its ultimate result depends upon the discretionary determinations of independent third parties and upon contingencies beyond our control, and our obligation is one of means and not of result.

4.8 Delegation; Subcontractors; instruments of performance

We may perform the Services directly or, in our sole discretion, through one or more Subcontractors, whether domestic or international, and you consent to such delegation without further notice or approval. You shall have no direct recourse against any Subcontractor. We may employ proprietary or third-party software, automation, and artificial-intelligence systems solely as internal instruments of workflow and analysis; no such instrument constitutes a warranty or assurance of any result.

4.9 Non-exclusivity

Each engagement is non-exclusive. We reserve the right to render the same or similar Services to any other person, including competitors of yours, at any time during or after the term, subject only to our confidentiality obligations.

5. No Guarantee; Failure Is Part of the Consulting Work

5.1 No guarantee of any outcome. The reinstatement of any account, the removal of any suspension, limitation, or restriction, the release or disbursement of any withheld funds or assets, the removal or suppression of any content, and the resolution of any dispute are determined solely by the Platform in its sole and unilateral discretion. We do not and cannot guarantee any Objective, and no statement, figure, testimonial, historical result, projection, or estimate, whether on the Site or otherwise, shall be construed as a guarantee, representation, or warranty of any result. Any reference to prior outcomes is illustrative only and is not indicative of any future result.

5.2 Fees compensate effort, not results. You acknowledge and agree that our fees compensate our professional time, method, know-how, and effort, that is, the consultation and the work of pursuing the Objective, and do not compensate, and are not contingent upon, any result except where a specific fee is expressly designated as success-based in a Per-Service Agreement.

5.3 Failure is an assumed incident of the engagement. Where we determine, in our professional judgment, that no feasible reinstatement, release, removal, or resolution options remain, that determination concludes our obligations and constitutes full and complete performance of the consulting engagement. A failure to achieve any Objective is an ordinary, anticipated, and assumed incident of the consulting work, is attributable to the Pre-Existing Condition, to your own conduct, and to the sole discretion of the Platform, and does not constitute a breach by us, does not entitle you to any refund, credit, set-off, or abatement, and does not diminish any payment obligation of yours.

5.4. You acknowledge that we shall use commercially reasonable professional efforts to carry out our duties, that there are no guarantees or warranties of any result whatsoever, and that, except as a Per-Service Agreement expressly provides, no refunds shall be issued for any reason.

6. Platform Dependence; Assumption of Discretionary Risk

6.1 Platform control. The Services are rendered upon, through, and in dependence upon the Platforms, each of which is owned and controlled by an independent third party over which we exercise no authority or control. You acknowledge and agree that each Platform determines unilaterally, and may alter or discontinue at any time and without notice, its policies, algorithms, enforcement practices, appeal and review procedures, reserve and hold practices, and the treatment, suspension, restriction, reinstatement, funding, or closure of any account, listing, campaign, application, channel, profile, fund, or content, and that such determinations may affect the Objective irrespective of the quality, correctness, or diligence of our work.

6.2 Assumption of risk. You knowingly and voluntarily assume all risk attendant to the Services, the Platforms, and the pursuit of the Objective. No act, omission, delay, refusal to state reasons, refusal to follow a Platform’s own stated policies, or determination of any Platform shall constitute a breach by us, entitle you to any refund, credit, or set-off, or abate any payment obligation of yours.

6.3 Specific risks you assume. Without limitation, you assume and shall hold us harmless for: the Platform’s exercise of sole discretion; permanent, irreversible, or repeated suspensions, deactivations, terminations, or closures, including reactivation followed by re-suspension, and denial of appeal; the length of any matter, which may take weeks, months, or in some cases one to three years; funds, payouts, reserves, inventory, or assets that remain withheld, reserved, delayed, or forfeited; limitations on communication, appeals, or data access imposed by a Platform; damage to a matter caused by prior representation, prior submissions, or your own acts, omissions, or misconduct; content that reappears, is re-posted, or is re-indexed after removal; and changes to Platform policies, enforcement systems, or personnel.

Platform-specific risk acknowledgments for each service line are set out in Schedule A.

7. Pre-Existing Condition; Non-Causation; Attribution of Harm

7.1 Pre-Existing Condition. You acknowledge and agree that the suspension, limitation, restriction, enforcement action, dispute, or withholding of funds that is the subject of an engagement (the “Pre-Existing Condition”) arose, and subsisted in full, prior to and independently of our engagement, and is the proximate consequence of your own antecedent acts, omissions, business operations, representations, and course of dealing with the Platform. We are retained solely to remedy, mitigate, and assist with respect to a condition we did not create, cause, or contribute to.

7.2 Attribution of harm; waiver. Any failure to achieve an Objective, together with any continuing, collateral, or consequential harm to your account, business, standing, or funds, is attributable to the Pre-Existing Condition, to your own conduct, and to the sole and unilateral discretion of the Platform, and not to any act or omission of ours. You expressly and irrevocably waive, and covenant that you shall not assert, any claim, demand, or defence predicated on the theory that the Services caused, occasioned, or aggravated harm that is in truth attributable to the Pre-Existing Condition or to your own antecedent conduct.

8. Your Obligations

As a material inducement to us to render the Services, you covenant and agree that you shall:

• provide, promptly and in good faith, all enforcement notices, prior submissions, records, access, credentials, materials, and information reasonably required, and warrant their accuracy, completeness, and lawful provenance;

• provide complete and truthful information and total honesty and transparency concerning your operations, including your supplier and sourcing information, so as to enable us to assist you;

• review, approve, and submit through your own accounts all materials prepared for submission, it being understood that any item not rejected in writing within a reasonable period is deemed approved, and that you bear the risk of any item you approve or neglect to review;

• refrain from independent submissions, communications, or appeals that conflict with the strategy without our coordination;

• communicate with us, and submit each case, only through our designated portal, intake, or channel, and, before opening or linking any additional account, seek and follow our account-isolation guidance;

• remain solely responsible for the standing, funding, and lawful operation of your own accounts, for all Third-Party Costs and Taxes, and for your own underlying conduct and compliance; and

• designate an authorized representative empowered to bind you, upon whose instructions we are entitled to rely.

You acknowledge that a suspension, limitation, enforcement action, dispute, or withholding results only from your own acts or omissions or from a Platform’s own algorithmic or discretionary determination, and never from us, and that where you violate a Platform’s terms we bear no responsibility for the resulting damage.

9. Excluded Matters; Prohibited Conduct; Right to Halt

9.1 Out-of-scope and prohibited conduct. Certain matters lie wholly outside the scope of the Services, and we bear no responsibility or liability for them, including any suspension, restriction, dispute, withholding, damage, or adverse consequence arising from or relating to: dropshipping, online or retail arbitrage, or two-step dropshipping; the use of stolen or purchased gift cards, stolen credentials, or a stolen account; the manipulation of reviews, feedback, ratings, or rankings; the use of false or falsified tracking or documentation; counterfeit, inauthentic, or unauthorized goods; or any other conduct that is malicious, deceptive, fraudulent, or in violation of any Platform’s terms or of applicable law.

9.2 Right to halt; fees retained. Where a matter is flagged for fraud, or you are found to have purposefully violated a Platform’s rules or acted in a fraudulent manner, or where you direct or commit any unlawful act or any act materially imperilling our standing with any Platform, we may halt or terminate the Services forthwith, without liability and without any refund, and you shall remain liable for all fees. You shall not request, and we shall not counsel or undertake, any act we reasonably believe to be unlawful or in contravention of Platform policy.

10. Fees, Payment, and Billing

10.1 Prepayment for reinstatement. Unless a Per-Service Agreement expressly selects a split, all reinstatement, restoration, and account-recovery fees are payable one hundred percent (100%) in advance upon engagement, are fully earned upon receipt, and are non-refundable, whether or not the Objective is achieved. Where a Per-Service Agreement expressly provides a split, the fee is payable fifty percent (50%) upon execution and fifty percent (50%) upon completion of the reinstatement or appeal process, and the initial installment is fully earned upon receipt and non-refundable.

10.2 One-off disputes and funds matters paid in advance. Unless expressly stated otherwise in a Per-Service Agreement or order form, all one-off engagements, including single disputes, merchant-processor disputes, funds-release matters, bad-press or image removals, and project-based brand-enforcement matters, are payable in full in advance, are fully earned upon receipt, and are non-refundable once work commences, given the effort expended irrespective of the Platform’s ultimate decision. Where a fee is expressly designated success-based in a Per-Service Agreement (for example, per successful review removal), that fee is billed only upon the designated success and, where applicable, a designated percentage of funds actually released or reconciled through our efforts is due upon such release.

10.3 Subscriptions; Account Health Maintenance; brand-protection and reputation retainers. Account Health Maintenance and other ongoing subscription or maintenance services, including brand-protection, brand-maintenance, and reputation-management retainers, are provided on a recurring subscription billed on a thirty (30) day cycle at the tier and amount stated in the applicable Per-Service Agreement or order form. Unless a Per-Service Agreement states otherwise, the first Account Health Maintenance subscription payment is due at the conclusion of the first thirty (30) day period following activation, and each subsequent payment is due on the same day of each successive thirty (30) day period, in advance of the service period, by automatic charge or transfer and without further invoice or demand. Any minimum term or minimum spend stated in a Per-Service Agreement is a material term, and early termination does not relieve you of the committed amount. Subscription and add-on fees are earned when due and are non-refundable regardless of Platform outcome, and no credit or refund is issued for any partial period.

10.4 Add-on and additional charges. In addition to the fees above, the following apply as incurred and as set out in the applicable Per-Service Agreement: a legal-team demand or response letter at five hundred dollars ($500) per brand per intellectual-property or brand complaint, prepared upon your advance consent, in lieu of arbitration or litigation, which are not included; a designated percentage (by default twenty percent (20%)) of any funds reimbursed, reconciled, or released from a Platform through our efforts; a one-time cleaning or remediation fee for heavily damaged accounts; and a dedicated-staff surcharge for high-volume catalogs. Where damages, complications, or adverse facts not initially disclosed by you are subsequently revealed, we reserve the right to charge additional fees commensurate with the increased scope, effort, and risk.

10.5 Third-Party Costs and Taxes. You shall bear all Third-Party Costs and all costs of operating your business, which are separate from and additional to our fees and which you shall discharge directly with the applicable third parties. We do not advance, hold, or guarantee any such cost or budget. You shall bear all sales, use, excise, and like Taxes relating to the fees or the Services, exclusive of Taxes on our net income.

10.6 Method of payment; time of the essence. Fees are payable by wire transfer, card, or such other method as we designate, in United States dollars, and you shall bear any wire or bank fees. Time is of the essence with respect to all payment obligations. You shall discharge each invoice within fifteen (15) days of its date unless an earlier date is stated.

10.7 Late payment; suspension. Any sum not paid when due bears interest, computed daily and compounded monthly, at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, together with all costs of collection, including reasonable attorneys’ fees. We may, without prejudice to any other remedy and without liability, suspend or withhold any or all Services, work product, deliverables, access, or data upon any delinquency, and no such suspension abates any accrued obligation of yours.

10.8 Independent covenants; set-off; billing disputes. Your covenants to pay are independent, and you shall not withhold, deduct, or set off any sum for any reason; we may apply or set off any sum owing to you against any sum you owe, and may require prepayment or a deposit where you have been delinquent. You may dispute an invoiced sum only by written notice delivered on or before the due date, and only if the invoice is otherwise discharged in full when due; a pending dispute never abates the obligation to pay in full.

10.9 No chargebacks; chargeback waiver and penalty. You irrevocably waive, and shall not initiate or threaten, any chargeback, payment dispute, or reversal of any authorized and properly rendered charge. You acknowledge that a chargeback causes direct, immediate, and hard-to-quantify harm to our merchant and payment-processing accounts. Any chargeback initiated in breach of this Section is itself a material breach, entitles us to suspend all Services immediately, and entitles us to recover the disputed amount together with all fees, costs, and reasonable attorneys’ fees incurred in responding to and reversing it.

11. Refund Policy

11.1 All fees earned on receipt; non-refundable. Except as a Per-Service Agreement expressly provides, all fees are fully earned upon receipt and are non-refundable, and no credit or refund shall issue by reason of any Platform determination, your dissatisfaction, the length of a matter, or the non-attainment of any Objective, the engagement being one of means and not of result.

11.2 No refund for outcome or dissatisfaction. Because fees compensate professional effort and not results, no refund is available on the ground that an account was not reinstated, funds were not released, content was not removed, or a dispute was not resolved, or on the ground of dissatisfaction with an outcome that reposes in the sole discretion of a Platform.

11.3 Pre-commencement cancellation. Any request to cancel an engagement before work has commenced is considered only in our sole discretion and, if granted, is subject to retention of amounts already earned and of any non-recoverable Third-Party Costs and administrative charges.

12. Subscription Renewal, Cancellation, and Price Changes

12.1 Automatic renewal. Each subscription and recurring engagement commences on its activation date and continues for the stated initial term. Upon expiry of the initial term, each subscription renews automatically for successive terms of equal length, without further action, unless you give written notice of non-renewal or cancellation at least thirty (30) days before the end of the then-current term.

12.2 Cancellation. You may cancel a recurring engagement upon thirty (30) days’ written notice, effective at the end of the then-current billing period. Cancellation does not entitle you to any refund of amounts already paid or earned, does not relieve you of any committed minimum term or minimum spend, and does not abate any accrued obligation.

12.3 Price changes. We may revise pricing prospectively upon thirty (30) days’ written notice for any recurring engagement. Your continued use of the recurring Services after the effective date of a revised price constitutes acceptance of it.

13. Compliance with Law and Platform Policy; Lawful-Conduct Reservation

13.1 Your compliance. As between the parties, you are solely responsible for ensuring that your business, accounts, products, representations, and use of the Services conform to all applicable law and to the terms, policies, and guidelines of each Platform, and for your own regulatory, anti-fraud, sanctions, anti-money-laundering, and know-your-customer obligations. You represent that you are not the subject of any sanctions and are not located in any embargoed jurisdiction.

13.2 Lawful-conduct reservation. We will neither counsel nor undertake any act we reasonably believe to be unlawful or in contravention of Platform policy, and may decline, pause, or modify any activity to mitigate legal or Platform risk without such action constituting a breach.

14. Disclaimer of Warranties; Non-Reliance

14.1. Except for the express warranties set out in these Terms, the Site, the Services, and all deliverables are furnished strictly on an “as is” and “as available” basis.

14.2. To the fullest extent permitted by applicable law, we disclaim all warranties and conditions, whether express, implied, statutory, or arising by course of dealing or usage of trade, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or availability; and you acknowledge that you have not relied, and expressly disclaim reliance, upon any representation, projection, estimate, testimonial, or assurance not expressly set out in these Terms.

14.3. We make no representation or warranty that any Objective will be attained, that any account will be reinstated or any fund released, that any content will be removed or suppressed, or that any Platform will act or refrain from acting in any manner, all such matters lying within the sole discretion of the Platform.

15. Assumption of Risk; Release

15.1 Assumption of risk. You, being a sophisticated commercial party, acknowledge that platform-enforcement, dispute, and funds-release matters are inherently uncertain and aleatory, and you knowingly and voluntarily assume all risk attendant to the Services, the Platforms, and the pursuit of the Objective.

15.2 Release. To the fullest extent permitted by law, you, on behalf of yourself and your affiliates, successors, and assigns, release and forever discharge us and our Subcontractors from any and all claims arising out of or relating to the non-attainment of any Objective, any act or omission of any Platform, reliance upon any report or projection, and the ordinary and extraordinary risks of the Services, save for such claims as may not be released as a matter of law.

16. Limitation of Liability

16.1. To the fullest extent permitted by law, in no event shall we or any of our directors, officers, members, managers, employees, agents, Subcontractors, or affiliates be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of revenue, profit, goodwill, data, platform access, funds, or business opportunity, whether founded in contract, tort (including negligence), strict liability, or otherwise, irrespective of foreseeability and notwithstanding the failure of any limited remedy of its essential purpose.

16.2. Our aggregate liability arising out of or relating to these Terms and the Services shall in no event exceed the total fees actually paid by you to us for the portion of the Services giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim; and no action, regardless of form, arising out of or relating to these Terms or the Services may be brought more than one (1) year after the cause of action has accrued, failing which it is perpetually barred.

16.3 Basis of the bargain. Each provision disclaiming warranties, limiting liability, or allocating risk is a material and bargained-for element of the consideration, reflects a deliberate allocation of risk commensurate with the fees charged, applies to the maximum extent permitted by law, and survives termination.

17. Indemnification

You shall defend, indemnify, and hold harmless us and our directors, officers, members, managers, employees, agents, Subcontractors, affiliates, successors, and assigns from and against any and all claims, demands, actions, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (i) any information, document, product, representation, or account furnished, approved, or submitted by you; (ii) your breach of any representation, warranty, or covenant in these Terms; (iii) your violation of any law, regulation, or Platform policy; (iv) any Platform action affecting you; or (v) your negligence, fraud, or wilful misconduct. Any indemnification obligation of ours, if any, is confined to third-party claims arising directly from our gross negligence or wilful misconduct, and is in every case subject to the Limitation of Liability.

18. Intellectual Property; Work Product; Ownership of Relationships

18.1 Our materials. All methods, frameworks, strategies, templates, narratives, systems, software, automations, models, prompts, dashboards, datasets, and know-how used or developed by us or our Subcontractors in rendering the Services (the “Company Materials”) are and remain our sole and exclusive property, and you acquire no right, title, or interest in them. Conditioned upon payment in full, we assign to you such final client-facing deliverables as are prepared exclusively for you, excluding all Company Materials embedded in them, as to which you receive a limited, non-exclusive, non-transferable, revocable licence for your internal business use alone.

18.2 Restrictions. You shall not, and shall not suffer any third party to, copy, reproduce, reverse-engineer, decompile, scrape, replicate, resell, or sublicence any Company Materials or any content of the Site.

18.3 Licence to us; ownership of relationships. You grant us and our Subcontractors a limited, non-exclusive, royalty-free licence, during the term, to use your names, marks, accounts, and materials to the extent necessary to render the Services. All Platform, supplier, and vendor relationships, and all databases and leads, developed in connection with the Services vest exclusively in us. We may reference the engagement and display non-confidential results in our portfolio, save where you object in writing.

18.4 Company brand and marks. The name “Got Suspended?”, the “Got Suspended” and “Basilio Inc” names and logos, and all associated wordmarks, brand elements, and trade dress (together, the “Company Marks”) are the trademarks and exclusive property of Basilio Inc, whether or not registered. Nothing in these Terms, in your use of the Site, or in your engagement of the Services grants you any right, licence, or interest in the Company Marks. You shall not use, reproduce, register, or attempt to register, imitate, or dilute any Company Mark, or any name, mark, or domain confusingly similar to any Company Mark, without our prior written consent, and any goodwill arising from any permitted use enures solely to our benefit.

19. Confidentiality; Non-Disparagement

19.1 Confidential Information. Each party shall hold in strict confidence the non-public, proprietary, or confidential information and trade secrets of the other, shall use the same solely to perform under these Terms, and shall not disclose it save to personnel, advisors, and Subcontractors having a bona fide need to know and bound by obligations no less protective. You shall additionally hold in strict confidence the terms of any Per-Service Agreement and the identity, pricing, and methods of any Subcontractor or vendor we introduce. These obligations survive for five (5) years following termination, or, as to any trade secret, for so long as it remains such.

19.2 Non-disparagement; forfeiture; cost recovery. Neither party shall publish or utter any statement that disparages or is reasonably calculated to injure the reputation of the other. You covenant that you shall not, whether during the term or within five (5) years thereafter, publish, post, broadcast, or utter any review, rating, statement, or communication that disparages us or attributes to us the Pre-Existing Condition or any discretionary determination of a Platform. Any such breach works, to the maximum extent permitted by law, a forfeiture of any right to receive further Services and entitles us, in addition to injunctive and other equitable relief, to recover all costs and expenses, including reasonable attorneys’ fees, incurred in investigating, responding to, correcting, or remedying such conduct. Nothing in this Section restricts any statement that is truthful and that you are entitled to make under any applicable non-waivable law.

20. Non-Circumvention; Non-Solicitation; Recovery of Enforcement Costs

20.1 Non-circumvention; non-solicitation of personnel; liquidated damages. During the term and for twenty-four (24) months thereafter, you shall not, directly or indirectly, solicit, employ, engage, contract with, or establish any direct relationship with, any Subcontractor, vendor, or member of our personnel introduced or deployed in connection with the Services, nor circumvent us so as to transact with any such person. Any such breach entitles us to liquidated damages equal to the greater of three (3) times the total fees paid or ten thousand dollars ($10,000) per person solicited, engaged, or contacted in breach, payable within five (5) business days, together with injunctive relief. Direct messaging or any contact outside our official channels constitutes circumvention.

20.2 Non-solicitation of customers; conflicting engagements. During the term and for twelve (12) months thereafter, you shall not solicit, divert, or take away any customer or prospective customer of ours, and you shall not, with respect to the matter that is the subject of an engagement, simultaneously engage another provider of substantially similar reinstatement, dispute, funds-release, brand, or reputation services in any manner that conflicts with, undermines, or compromises our strategy or the integrity of the case.

20.3 Recovery of enforcement costs. You shall indemnify and reimburse us, upon demand, for all costs and expenses, including reasonable attorneys’ fees and investigative, collection, court, and arbitration costs, incurred in enforcing these Terms or remedying any breach by you, whether or not suit or arbitration is commenced.

21. Data Protection and Privacy

21.1 Roles. As between the parties, you are the controller or business and are solely responsible for the personal data you provide and for all notices, consents, and legal bases required for its processing, including under the General Data Protection Regulation and applicable United States state privacy statutes. To the extent we process personal data on your behalf, we do so solely as a processor or service provider on your documented instructions and for the sole purpose of rendering the Services, and the parties shall execute a data-processing addendum where required by law.

21.2 Subprocessors; international transfers; aggregated data. You authorize us to engage Subcontractors as subprocessors and to transfer and process data as reasonably necessary to render the Services, including personnel and subprocessors located outside your jurisdiction, including the Philippines and other locations, relying on an appropriate lawful transfer mechanism where required. We may compile and use aggregated and de-identified data, which identifies neither you nor any individual, for any lawful business purpose, including benchmarking and the improvement of our services. Our processing of personal data is further described in our Privacy Policy.

22. Information Security

We maintain administrative, technical, and organizational safeguards reasonably designed to protect the credentials and data within our possession, commensurate with the nature of the Services. You shall maintain the security of your own accounts, devices, and credentials and shall promptly rotate any credentials shared with us upon the conclusion of an engagement. Because the Services depend upon Platforms and third parties, we do not warrant that any system will be secure or uninterrupted and bear no liability for any compromise originating with a Platform, with you, or with any third party. Each party shall notify the other, to the extent permitted by law, of any confirmed security incident affecting the other’s data of which it becomes aware.

23. Testimonials, Results, and Site Content

Any statistics, testimonials, case references, press mentions, or results appearing on the Site or in our materials are illustrative only, reflect particular circumstances, and are not a promise, guarantee, or prediction of any result in your matter. Results vary and depend on factors outside our control, including the discretion of each Platform and your own conduct and disclosures. Site content is provided for general informational purposes only and does not constitute legal, tax, financial, or professional advice.

24. Third-Party Platforms, Links, and Marks

The Site and the Services reference and depend upon third-party Platforms and may contain links to third-party websites. We do not own, control, endorse, or assume responsibility for any Platform or third-party site, its policies, or its determinations. All third-party names, marks, and logos are the property of their respective owners and are used for identification and descriptive purposes only; their use does not imply any affiliation with, endorsement by, or sponsorship by those owners. We are not affiliated with, authorized by, or acting on behalf of Amazon, Walmart, eBay, Etsy, Shopify, TikTok, any advertising, affiliate, application-store, banking, payments, creator, or social-media platform, or any other Platform.

25. Term; Termination; Suspension; Survival

25.1 Term. These Terms apply from your first use of the Site or engagement of the Services and continue until terminated. Each engagement continues until the Objective is achieved or we determine, in our professional judgment, that no feasible options remain, and, together with any recurring component, for the period stated in Section 12 and the applicable Per-Service Agreement.

25.2 Termination. Either party may terminate an engagement for convenience upon thirty (30) days’ written notice, and all fees for Services rendered or committed through the effective date of termination, together with all non-refundable and earned sums and any committed minimum, remain due and payable. Either party may terminate for cause upon a material, uncured breach after thirty (30) days’ notice; provided that we may suspend or terminate forthwith upon your non-payment or chargeback, or upon your direction or commission of any unlawful act or any act materially imperilling our standing with any Platform. Either party may terminate forthwith upon the other’s insolvency.

25.3 Effect; survival. Upon any termination you shall forthwith discharge all sums then due, and those provisions which by their nature are intended to survive, including those concerning fees and sums owed, intellectual property, confidentiality and non-disparagement, disclaimers, limitation of liability, indemnification, assumption of risk and release, non-circumvention and non-solicitation, recovery of enforcement costs, and dispute resolution, shall survive according to their terms. To the maximum extent permitted by law, you shall have no right or claim against us in connection with the termination of an engagement.

26. Governing Law; Dispute Resolution; Arbitration

26.1 Governing law. These Terms, and all matters arising out of or relating to them or to the Services, are governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflict-of-laws rule that would occasion the application of the law of another jurisdiction.

26.2 Negotiation, then binding arbitration. The parties shall first endeavour in good faith to resolve any dispute by negotiation between senior representatives within thirty (30) days of written notice. Failing such resolution, any controversy or claim arising out of or relating to these Terms or the Services, or the breach thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator experienced in commercial and digital-services matters, seated in the County and State of New York, and judgment upon the award may be entered in any court of competent jurisdiction.

26.3. Each party irrevocably waives any right to trial by jury and any right to commence or participate in any class, collective, consolidated, or representative proceeding. All disputes shall be conducted solely on an individual basis, and every proceeding shall be maintained in confidence. The arbitrator shall have no authority to arbitrate any claim on a class or representative basis. The prevailing party shall recover its reasonable attorneys’ fees and the costs of arbitration.

26.4 Equitable relief; cumulative remedies. Notwithstanding the foregoing, we may apply to any court of competent jurisdiction for injunctive or other equitable relief, without bond and without prejudice to arbitration, to protect our Confidential Information, intellectual property, or our rights of non-circumvention, non-solicitation, and non-disparagement, the remedies here being cumulative and not exclusive.

27. Changes to These Terms

We may amend these Terms at any time by posting the revised Terms on the Site and updating the “Last updated” date. Material changes take effect upon posting or upon such later date as we may state. Your continued use of the Site or the Services after the effective date of any change constitutes your acceptance of the revised Terms. For a specific engagement, the version of these Terms in effect at the time you engaged that Service governs that engagement, save as any change is required by law.

28. Relationship to Per-Service Agreements; Order of Precedence

These Terms govern all use of the Site and all Services. Where you also execute or accept a Per-Service Agreement, exhibit, or order form for a particular engagement, these Terms and that instrument are to be read together as one agreement. In the event of a direct conflict, the Per-Service Agreement controls as to the specific pricing, scope, and case posture expressly stated in it, and these Terms control in all other respects. To the extent of any conflict between any of these instruments, the term more protective of the Company shall control. Any conflicting or additional term contained in any purchase order, portal, or like instrument of yours is of no force or effect.

29. Electronic Communications and Signatures

You consent to transact and to receive communications from us electronically, and you agree that any consent, agreement, acceptance, or acknowledgment you give by clicking, booking, submitting an intake, or paying, and any electronic signature, has the same legal effect as a handwritten signature. Notices to us shall be in writing and effective upon receipt at the address in Section 30.

30. Notices and Company Information

Basilio Inc, operating the brand “Got Suspended?”

301 Bayview Circle, Suite A5151, Newport Beach, CA 92660

Attention: Jerome Basilio

Email: support@gotsuspendedclients.com

Telephone: +1 833 357 2888

31. General Provisions

31.1 Entire agreement. These Terms, together with any Per-Service Agreement, exhibit, order form, and our Privacy Policy, constitute the entire agreement concerning their subject matter and supersede all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral.

31.2 Amendment; waiver. No amendment or waiver is effective save as provided in Section 27 or in a writing signed by both parties; no waiver of any breach operates as a waiver of any other or subsequent breach; and no failure or delay in the exercise of any right operates as a waiver.

31.3 Assignment. You shall not assign or transfer these Terms or any right or obligation without our prior written consent, any purported assignment being void; we may assign or delegate to an affiliate or in connection with any merger, reorganization, or sale of assets. These Terms bind and enure to the benefit of the parties and their permitted successors and assigns, and confer no right upon any third-party beneficiary.

31.4 Severability and reformation. Should any provision be adjudged invalid, illegal, or unenforceable, the remaining provisions remain in full force, and the affected provision shall be reformed and construed, and failing reformation severed, so as to give effect to the intention of the parties to the maximum extent permitted by law.

31.5 Independent contractor; force majeure. We are an independent contractor, and nothing here creates any partnership, joint venture, agency, or employment. Neither party (save as to obligations of payment) shall be liable for any delay or failure in performance occasioned by any cause beyond its reasonable control, including act of God, flood, fire, earthquake, epidemic or pandemic, war, terrorism, civil commotion, governmental or regulatory action, embargo, labour dispute, cyber-attack, or the outage, policy change, or enforcement action of any Platform, utility, or telecommunications or internet provider.

31.6 Headings; counterparts. Headings are for convenience only. These Terms may be accepted electronically and in counterparts, each of which is an original and all of which together constitute one instrument.

ACKNOWLEDGMENT. By using the Site or engaging the Services, you affirm that you have read and understood these Terms in their entirety, that you have had the opportunity to consult independent counsel of your choosing, and that you enter into them knowingly, voluntarily, and without reliance upon any representation not expressly set out here.

Schedule A: Platform-Specific Risk

Service Lines and Platform-Specific Risk Acknowledgments

This Schedule forms part of these Terms. For each service line, you acknowledge that the Platform concerned governs the relevant account, fund, listing, or content under its own terms and program policies, that the Platform reserves to itself sole and unilateral discretion over enforcement, suspension, reserves, holds, funding, reinstatement, and removal, that the Platform may act without notice and without stating reasons and is not obliged to follow its own stated policies, and that no outcome is within our control. Platform terms and policies are set and changed by each Platform in its sole discretion; references below are descriptive and are current as understood at the date of these Terms.

A.1 Marketplaces and E-Commerce

Marketplace and e-commerce Platforms we handle include Amazon (including the Business Solutions Agreement, Program Policies, and the Account Health, Order Defect, and enforcement systems), Walmart, eBay, Etsy, Shopify, TikTok Shop, and Poshmark, together with the withheld-funds, reserve, and disbursement systems of each. These Platforms govern seller accounts, listings, and payouts under their own seller and program terms. You acknowledge these Platforms enforce account-health, authenticity, counterfeit, condition, restricted-product, safety, and intellectual-property rules unilaterally, may deactivate accounts or listings, impose reserves, delay or withhold disbursements, require identity or video re-verification, and deny appeals, in each case in their sole discretion; and you hold us harmless for all such determinations. Related engagements include brand and category ungating and multi-account isolation.

A.2 Advertising Platforms

Advertising Platforms we handle include Google Ads, Meta Ads Manager (Facebook and Instagram), Microsoft Advertising (Bing), TikTok Ads, LinkedIn Ads, Reddit Ads, Pinterest Ads, and OpenAI and other AI-platform advertising, together with comparable systems. These Platforms govern advertising accounts under their advertising, community, and business terms. You acknowledge these Platforms may suspend or disable ad accounts, assets, or business managers, disapprove creative, and restrict spend for policy, billing, trust, or circumvention reasons, without notice and in their sole discretion.

A.3 Affiliate Networks

Affiliate networks we handle include Amazon Associates, CJ Affiliate, Impact, Rakuten Advertising, ShareASale, Awin, ClickBank, Digistore24, PartnerStack, AvantLink, and Refersion Marketplace. These networks govern affiliate and publisher accounts and commissions under their network and publisher terms, and may terminate accounts, reverse or withhold commissions, and decline reinstatement in their sole discretion, including for quality, compliance, or fraud-signal reasons that the network is not obliged to disclose.

A.4 Application Stores and Developer Accounts

Application-store and developer Platforms we handle include the Apple App Store (Apple Developer Program License Agreement), Google Play, the Microsoft Store, the Amazon Appstore, the Chrome Web Store, and Meta App Review. These Platforms govern developer accounts and applications under their developer and review terms, and may remove applications, terminate developer accounts, and withhold developer payouts in their sole discretion.

A.5 Banking, Fintech, Payments, and Merchant Processors

Payment processors and merchant platforms we handle include Stripe, PayPal, Square, Adyen, Braintree, Authorize.Net, Checkout.com, Worldpay, NMI, Klarna, Paddle, FastSpring, 2Checkout, BlueSnap, Helcim, Mollie, Payoneer, Paysafe, PaySimple, Skrill, WePay, Wise, Dwolla, Revolut Business, Durango, Amazon Pay, Apple Pay, Google Pay, and Shopify Payments. Banks and financial institutions we handle include Chase Business, Bank of America, Mercury, Novo, and Brex. Digital-asset venues we handle include Coinbase, Coinbase Commerce, Kraken, and Binance. Across all of these we handle both merchant-account reinstatement and merchant funds disbursement, and funds and asset release. These institutions govern merchant and financial accounts, reserves, holds, and disbursements under their user, merchant, and services agreements and acceptable-use policies, and subject to card-network rules and applicable law. You acknowledge these institutions may terminate accounts, impose or extend reserves and holds, withhold or claw back funds, place merchants on industry termination or monitoring lists (for example a card-network merchant-termination or match-type list), and decline release, in their sole discretion, for risk, underwriting, chargeback-ratio, compliance, sanctions, or anti-money-laundering reasons that they are frequently prohibited from, or elect not to, disclose. We do not take custody of or guarantee any funds.

A.6 Creator Monetization

Creator-monetization Platforms we handle include Twitch, OnlyFans, Patreon, Substack, Ko-fi, Gumroad, Kick, GoFundMe, Kickstarter, Indiegogo, Gamefound, Seed and Spark, and Donorbox, together with the creator payout rails Cash App, Venmo, and Zelle. Across these we handle both account reinstatement and creator funds release. These Platforms govern creator accounts, monetization, and payouts under their creator and payment terms, and may demonetize, suspend, or close accounts and withhold or freeze funds in their sole discretion.

A.7 Social Media

Social-media Platforms we handle include Facebook, Instagram, X, YouTube, TikTok, LinkedIn, Snapchat, Pinterest, Reddit, and Twitch. These Platforms govern accounts and content under their terms and community standards, and may suspend, restrict, or permanently disable accounts and remove content in their sole discretion, including for content, authenticity, security, and circumvention reasons.

A.8 Brand Protection, Enforcement, and Anti-Counterfeit

Enforcement and takedown outcomes depend on each Platform’s intellectual-property, counterfeit, impersonation, and brand-registry programs and on the Platform’s own assessment of the report. You warrant that you own or are lawfully authorized with respect to the marks and rights asserted, that all reports are accurate and made in good faith, and that you are solely responsible for any counter-notice, dispute, or claim arising from a report submitted at your instruction.

A.9 Reputation Management

Review platforms, publishers, and search engines we handle include Google (Business reviews and image results), Trustpilot, Yelp, the Better Business Bureau, Glassdoor, Indeed, G2, Capterra, Clutch, GoodFirms, TripAdvisor, Booking.com, Expedia, Airbnb, Sitejabber, ProvenExpert, Avvo, HealthGrades, RateMDs, Vitals, Amazon reviews, Facebook Pages, and the Chamber of Commerce, together with news and general search surfaces, and priority handling of non-consensual intimate imagery. These platforms, publishers, and search engines govern the removal, moderation, de-indexing, and suppression of reviews, listings, articles, results, and images under their own policies and applicable law, including intermediary-liability regimes. You acknowledge that removal or suppression is at the sole discretion of the platform, publisher, or search engine, that content may reappear, be re-posted, or be re-indexed, and that any counter-action or republication by an author or publisher is beyond our control. We employ lawful, platform-compliant means only.

End of Terms and Conditions