Terms of Service

Introduction

These Terms of Service (“Terms”) govern the use of the website accessible at https://www.smartsellersacademy.com (the “Site”) and all related services provided by Smart Sellers Academy Inc. (“SSA”), a New York corporation, including its subsidiaries, affiliates, representatives, officers, and directors (collectively referred to as “SSA,” “we,” “our,” or “us”).These Terms also govern any interaction with SSA, including the purchase and use of products, courses, and services offered by SSA.

For purposes of these Terms, the words “you” and “your” refer to each individual accessing and using the Site, whether as a visitor, prospective client, or customer of SSA. By using the Site or any SSA service, you agree to be bound by these Terms, our Privacy Policy, and any other legal agreements you enter into with SSA.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGALLYBINDING AGREEMENT BETWEEN YOU AND SSA. YOUR USE OF THE SITE ORSERVICES WILL CONSTITUTE ACCEPTANCE OF THESE TERMS. IF YOU DO NOTAGREE TO THESE TERMS, YOU MUST REFRAIN FROM ACCESSING OR USING THESITE OR OUR SERVICES.

SSA reserves the right to update, modify, or terminate these Terms at any time, with or without notice. If you do not comply with these Terms, SSA reserves the right to suspend or terminate your access to the Site or Services at its sole discretion.

Welcome to Smart Sellers Academy Inc. (“we,” “us,” or “our”). These Terms of Service (“ToS” or “Agreement”) govern your access to and use of our services, including online application processing, lead qualification, appointment scheduling, and the provision of information regarding Smart Sellers Academy’s Amazon eCommerce partnership program. (collectively, the “Services”). By accessing, using, or interacting with our Services, you (“User,” “you,” or “your”) agree to be bound by these ToS and our Privacy Policy, which is incorporated by reference into this Agreement. If you do not agree to these ToS, you must discontinue your use of the Services immediately.

This Agreement forms a legally binding contract between you and Smart Sellers Academy Inc. Please read these ToS carefully. By accepting these ToS, you also acknowledge and accept the Arbitration Agreement contained in Section 15, which waives your right to a jury trial and to participate in class actions.

2. Definitions

• “Account”: The account you create when you register to use our Services.
• “Content”: Any and all text, data, images, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code, and other materials provided through the Services.
• “Data”: Any information, including Personal Data, that you provide or that is collected from you in connection with your use of the Services.
• “Personal Data”: Any information relating to an identified or identifiable individual, as defined under applicable privacy laws.
• “Sales Kick”: The platform provider we use as a subcontractor for processing and enriching your data, operating solely on our behalf and under our control. Sales Kick is not a party to this Agreement.
• “Third-Party Services”: Any services or products provided by entities other than Smart Sellers Academy Inc. that are made available through our Services.

3. Acceptance of Terms

By accessing or using the Services, you affirm that you are at least 18 years of age, or the age of majority in your jurisdiction, and are capable of entering into a legally binding agreement. If you are using the Services on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these ToS.

4. Modification of Terms

We reserve the right, at our sole discretion, to modify, update, or change these ToS at any time. Such changes will be effective upon posting the updated ToS on our website or platform. You should review these ToS regularly. Your continued use of the Services after any changes to these ToS constitutes your acceptance of the revised ToS. If you do not agree to the new terms, you must stop using the Services immediately.

5. Services Overview

a. Description of Services
‍Smart Sellers Academy Inc. provides online application submission, lead qualification, credit pre-qualification, data processing, appointment scheduling, and the delivery of information regarding Smart Sellers Academy’s fully managed Amazon eCommerce business partnership program. These Services are designed to help evaluate prospective partners, schedule consultations with our team, improve the efficiency of our application and qualification process, and provide relevant information about Smart Sellers Academy’s services.

b. Third-Party Subcontractors

To enhance the functionalities of our Services, we use the Sales Kick platform as a subcontractor to process and enrich your data. Sales Kick operates solely under our direction and is not a party to this Agreement. You will not interact directly with Sales Kick, and your data will be processed as part of our integrated service offering.

c. Service Availability

While we strive to ensure the continuous availability of our Services, we cannot guarantee that the Services will be uninterrupted or error-free. We reserve the right to modify, suspend, or discontinue any part of the Services at any time without notice.

6. User Obligations and Conduct

a. Compliance with Laws

You agree to comply with all applicable laws, regulations, and industry standards when using the Services, including but not limited to privacy, data protection, intellectual property, and export control laws.

b. User Account Responsibilities

• Account Information: You agree to provide accurate, current, and complete information when creating your Account and to update such information as necessary.
• Security of Account: You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must notify us immediately if you suspect any unauthorized use of your Account.

c. Prohibited Activities

You agree not to:

• Use the Services for any illegal, unauthorized, or prohibited purpose.
• Infringe on the rights of others, including intellectual property rights.
• Interfere with or disrupt the Services, servers, or networks connected to the Services.
• Use any automated means (e.g., bots, scrapers) to access or collect data from the Services without our express permission.
• Impersonate any person or entity or misrepresent your affiliation with a person or entity.
• Use the Services to transmit any malicious software, viruses, or other harmful code.
• Engage in any activity that could damage, disable, or impair the functioning of the Services.

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7. Data Privacy and User Consent

a. Data Collection and Processing

• Personal Data: We collect and process your Personal Data as part of providing the Services. This may include data you provide directly, data we collect automatically, and data we obtain from third-party sources.
• Data Enrichment: Your data may be enriched through the Sales Kick platform, which processes your information on our behalf to enhance the accuracy, relevance, and utility of the Services we provide to you.

b. User Consent

By using our Services, you consent to:

• The collection, processing, and sharing of your data as described in these ToS and our Privacy Policy.
• The use of your data for the purpose of improving, customizing, and optimizing the Services, including through data enrichment and calendar management.
• The sharing of your data with Sales Kick, our subcontractor, solely for the purpose of providing the Services.
• The transfer of your data to and from third-party service providers, as necessary to deliver the Services.
• I understand by submitting an application to book a sales call, I am providing written instructions authorizing Smart Sellers Academy Inc. and affiliates to obtain my personal credit profile or other information from credit reporting agencies under the FCRA solely to conduct a credit pre-qualification. I further understand that this is a soft pull and will not harm my credit in any way whatsoever.

c. Data Sharing and Disclosure

• Subcontractors and Service Providers: We may share your data with subcontractors, including Sales Kick, who assist us in providing the Services. These parties are bound by confidentiality and data protection obligations and will not use your data for any purpose other than to perform the Services on our behalf.
• Legal Compliance: We may disclose your data to comply with legal obligations, such as in response to court orders, legal processes, or government requests.

d. Data Security

• Security Measures: We implement reasonable security measures to protect your data from unauthorized access, alteration, disclosure, or destruction. However, no method of transmission over the internet or electronic storage is completely secure, and we cannot guarantee absolute security.

User Responsibilities: You are responsible for safeguarding the device and network through which you access the Services. You should ensure that your software and systems are up to date and that you take appropriate precautions to protect your data.

8. Intellectual Property Rights

a. Ownership

All intellectual property rights in the Services, including but not limited to software, content, trademarks, and logos, are owned by Smart Sellers Academy Inc. or its licensors. Your use of the Services does not grant you any rights to our intellectual property, except for the limited rights necessary to use the Services in accordance with these ToS.

b. License to Use the Services

Subject to your compliance with these ToS, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal or internal business purposes.

c. Restrictions

You may not:

• Copy, modify, distribute, sell, or lease any part of our Services or included software.
• Reverse engineer or attempt to extract the source code of any software used in the Services, except as expressly permitted by applicable law.
• Use any of our intellectual property, including trademarks, logos, or content, without our express written consent.

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9. Representations and Warranties

a. User Representations and Warranties

You represent and warrant that:

• Authority: You have the legal authority to enter into and comply with these ToS.
• Accuracy of Information: All information you provide in connection with your use of the Services is accurate, complete, and current.
• Compliance with Laws: You will comply with all applicable laws, regulations, and industry standards in your use of the Services.
• No Infringement: Your use of the Services does not and will not infringe on the intellectual property, privacy, or other rights of any third party.
• No Harmful Activities: You will not engage in any activity that is harmful to us, Sales Kick, our other users, or the general public, including the transmission of viruses, malware, or other harmful code.

b. Third-Party Client Representations and Warranties

Smart Sellers Academy Inc. represents and warrants that:

• Compliance with Laws: We will comply with all applicable laws, including data protection and privacy laws, in providing the Services.
• No Conflict: Our provision of the Services does not and will not conflict with any other agreement or legal obligation to which we are subject.
• Data Security: We will implement reasonable security measures to protect your data and ensure that our subcontractors, including Sales Kick, comply with applicable data protection obligations.
• Service Continuity: We will make commercially reasonable efforts to ensure the continuous availability of the Services, subject to the limitations set forth in these ToS.

c. Disclaimer of Warranties

Except as expressly provided in these ToS, the Services are provided "as-is" and "as-available" without any warranty of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranties arising from course of dealing, course of performance, or usage in trade.

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10. Limitation of Liability

a. Exclusion of Damages

To the fullest extent permitted by law, Smart Sellers Academy Inc., Sales Kick, and their affiliates, officers, agents, employees, and partners shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, or use, arising out of or related to your use of the Services, even if advised of the possibility of such damages.

b. Cap on Liability

In no event shall the total liability of Smart Sellers Academy Inc., Sales Kick, and their affiliates to you for all claims arising out of or related to these ToS or your use of the Services exceed the amount you paid to us for the use of the Services in the 12 months preceding the claim.

c. No Liability for Third-Party Services

We are not responsible for any Third-Party Services made available through the Services. Your use of Third-Party Services is at your own risk, and we make no representations or warranties regarding such services.

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11. Indemnification

You agree to indemnify, defend, and hold harmless Smart Sellers Academy Inc., Sales Kick, and their affiliates, officers, agents, employees, partners, and licensors from any claim, demand, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Your use of the Services.
• Your breach of these ToS or violation of any applicable laws or the rights of a third party.
• Any claims that your use of the Services infringes the intellectual property rights of a third party.
• Any data or content you provide or create through the Services.

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12. Termination

a. Termination by You

You may terminate your use of the Services at any time by ceasing to use the Services and, if applicable, closing your Account.

b. Termination by Us

We reserve the right to suspend or terminate your access to the Services at any time, without notice or liability, for any reason, including if we believe you have violated these ToS or engaged in unlawful behavior.

c. Effects of Termination

Upon termination of your access to the Services, your right to use the Services will immediately cease. Any provisions of these ToS that by their nature should survive termination will survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

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13. Dispute Resolution and Governing Law

a. Governing Law

These ToS and any disputes arising out of or related to them will be governed by the laws of New York, United States, without regard to its conflict of laws principles.

b. Arbitration Agreement

i. Arbitration

You and Smart Sellers Academy Inc. agree that any dispute, controversy, or claim arising out of or relating to these ToS, the Services, or any relationship between the parties, including claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, shall be resolved through binding arbitration using American Arbitration Association (AAA). 

The arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be conducted by a single arbitrator with experience in resolving disputes related to the type of services provided by Smart Sellers Academy Inc.. The arbitrator's decision shall be final and binding on all parties.

The arbitration shall take place in New York, United States, or at another mutually agreed location. If the amount in controversy does not exceed $10,000, you may choose to have the arbitration conducted by telephone, video conference, or based solely on written submissions, subject to the discretion of the arbitrator.

The parties shall share the costs of arbitration, including arbitrator fees, equally, unless the arbitrator determines that such apportionment is not appropriate given the circumstances of the case. Each party shall bear its own legal fees and expenses, unless the arbitrator awards legal fees and costs to the prevailing party under applicable law.

You agree that any arbitration or proceeding shall be conducted only on an individual basis and not as a class, consolidated, or representative action. The arbitrator may not consolidate more than one person’s claims or preside over any form of a representative or class proceeding.

If any portion of this Arbitration Agreement is found to be unenforceable, the remaining portions shall remain in full force and effect. However, if the class action waiver in this Arbitration Agreement is found to be unenforceable, the entire Arbitration Agreement shall be null and void.

In the event that this Arbitration Agreement is found not to apply to a dispute, you and Smart Sellers Academy Inc. agree that any non-arbitrable disputes shall be resolved exclusively in the state or federal courts located in New York, United States, and you consent to venue and personal jurisdiction in such courts.

Any arbitration proceedings, documents, and information exchanged between the parties in connection with such proceedings, and any final arbitration award, shall be strictly confidential, except as necessary to enforce or challenge the arbitration award in a court of law, or as required by law.

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14. Miscellaneous

a. Entire Agreement

These ToS, together with our Privacy Policy, constitute the entire agreement between you and Smart Sellers Academy Inc. concerning the Services and supersede any prior agreements, whether written or oral.

b. Severability

If any provision of these ToS is found to be unlawful, void, or unenforceable, then that provision shall be deemed severable from these ToS and shall not affect the validity and enforceability of any remaining provisions.

c. Waiver

No waiver of any term of these ToS shall be deemed a further or continuing waiver of such term or any other term, and Smart Sellers Academy Inc.’s failure to assert any right or provision under these ToS shall not constitute a waiver of such right or provision.

d. Assignment

You may not assign your rights or obligations under these ToS without our prior written consent. We may assign our rights and obligations under these ToS without restriction.

e. Force Majeure

We shall not be liable for any failure or delay in our performance under these ToS due to causes beyond our reasonable control, including, but not limited to, acts of God, war, terrorism, strikes, supply chain disruptions, pandemics, power outages, or governmental restrictions.

f. Headings

The headings used in these ToS are for convenience only and have no legal or contractual effect.

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Modifications

SSA may modify these Terms at any time, and such modifications will be effective immediately upon being posted on the Site. It is your responsibility to review these Terms periodically to ensure you are aware of any updates or changes. Your continued use of the Site or Services after such modifications constitutes your agreement to the updated Terms.

Additionally, SSA reserves the right to modify, suspend, or discontinue any part of the Site or Services at any time, including the availability of any features, content, or products offered. SSA may also impose limitations on certain features or restrict your access to parts or all of the Site or Services without prior notice or liability.

We will strive to notify users of significant changes to these Terms, but we are not obligated todo so. For your convenience, the most current version of these Terms will always be available on the Site and will supersede all prior versions.

Privacy

Your privacy is critically important to us. By accessing and using the Site, you agree to the terms outlined in SSA’s Privacy Policy, which governs how we collect, use, disclose, and protect your personal information. The Privacy Policy forms an integral part of these Terms and is accessible at https://www.smartsellersacademy.com/privacy-policy. SSA collects personal and business information to provide our Services effectively. This includes, but is not limited to, your name, email address, business details, and payment information. SSA takes reasonable measures to protect your data, but you acknowledge and agree that no data transmission over the internet or storage system can be guaranteed as completely secure. For any questions or concerns about your privacy, you may contact SSA using the information provided in the “Notices” section of these Terms

Eligibility and Access

To access and use the Site or Services, you must meet the following eligibility requirements:

1. Age Requirements: You must be at least 18 years of age. If you are under 18 but at least 13 years old, you may access the Site only with the explicit consent of your parent or legal guardian. By using the Site, you represent and warrant that you meet these eligibility criteria.
2. Legal Authority: You must have the legal authority to enter into these Terms and any additional agreements with SSA.
3. Compliance with Laws: You agree to use the Site and Services only in compliance with all applicable laws, regulations, and these Terms.

SSA reserves the right to deny or revoke access to the Site or Services if we determine that you do not meet the eligibility criteria or have violated these Terms.

Proprietary Rights

All materials and intellectual property on the Site, including but not limited to text, graphics ,logos, videos, software, and other content (collectively referred to as “Content”), are owned by SSA or licensed to SSA and are protected by copyright, trademark, and other intellectual property laws

1. Use of Content: SSA grants you a limited, revocable, non-transferable, and non-exclusive license to access the Site and use the Content solely for personal ,non-commercial purposes. Any unauthorized use of the Content is strictly prohibited and constitutes a breach of these Terms.
2. Restrictions: You agree not to:
   • Reproduce, distribute, or publicly display any Content without SSA’s prior written consent.
   • Modify or create derivative works based on the Content
   • Reverse engineer or attempt to extract the source code of any software or systems used by SSA.
   • Use the Content in any manner that infringes on the rights of SSA or third parties.

SSA reserves all rights not expressly granted to you under these Terms. Any breach of this section will result in the immediate termination of your access to the Site and may subject you to legal action.

Disclaimer of Warranties

SSA provides the Site and Services on an "as is" and "as available" basis, without any express or implied warranties. This includes, but is not limited to:

1. Performance Guarantees: SSA does not guarantee uninterrupted or error-free operation of the Site or Services.
2. Accuracy: While we strive to provide accurate information, SSA does not warrant that the Content or Services will meet your expectations or that any errors will be corrected.
3. Third-Party Services: SSA disclaims any liability for the reliability or performance of third-party services that may be integrated with our Site or Services.

Limitation of Liability

SSA’s liability to you is limited as follows:

1. No Consequential Damages: SSA is not liable for indirect, incidental, special, or consequential damages, including but not limited to loss of profits, data, or business opportunities.
2. Capped Liability: SSA’s total liability under these Terms shall not exceed the amount you have paid to SSA in the 90 days preceding the claim.

These limitations apply to the fullest extent permitted by law.

Indemnification

You agree to indemnify and hold SSA harmless from any claims, liabilities, damages, or expenses arising from:

1. Your breach of these Terms or any agreements with SSA.
2. Your misuse of the Site or Services.
3. Your violation of the rights of any third party.

SSA reserves the right to assume exclusive defense and control of any matter subject to indemnification at your expense.

1. Refund and Replacement Policy: SSA does not offer refunds for services rendered. However, under certain conditions, clients maybe eligible for replacement products or refunds for unsold inventory. Eligibility is outlined in your service agreement and is contingent upon inventory being returned to SSA in original condition and packaging at your expense.
2. Sales Guarantee: SSA guarantees $50,000 in sales within six (6) months, provided that clients meet the required inventory investment of $30,000 and adhere to all contractual terms. If this threshold is not met, SSA will manage the store at no additional cost until the target is achieved.
3. Store Buyback Program: Clients may qualify for SSA’s Store Buyback Program if their store does not achieve profitability targets within three (3) years. Participation requires adherence to specific terms, including continuous operation of the store and a cumulative inventory investment of at least 12 times the initial payment. Exclusions apply to residents of certain states as outlined in the agreement.

Class Action Waiver

All disputes, claims, or controversies arising out of or relating to these Terms, your use of the Site, or any services provided by Smart Sellers Academy Inc. (“SSA”) must be resolved on an individual basis. By entering into this agreement, you expressly waive any right to bring or participate in any class action, consolidated, or representative proceeding against SSA, whether in arbitration, litigation, or any other legal forum.

Key Provisions of the Class Action Waiver

1. Individual Resolution: You agree that any claims or disputes will be resolved solely between you and SSA, without involving other individuals or entities. This includes, but is not limited to, claims that could be brought as part of a class action, collective action, or any similar proceeding.
2. No Consolidation of Claims: Claims of multiple parties may not be combined into a single proceeding, whether by consolidation, joinder, or any other method, unless all parties involved, including SSA, provide explicit written consent.‍
3. Arbitration Restrictions: If a dispute proceeds to arbitration, the arbitrator will have no authority to hear or decide any class action claims or consolidated claims. The arbitrator may only resolve disputes or claims involving you and SSA individually.
4. If Waiver Is Found Unenforceable: If any court or arbitrator determines that this Class Action Waiver is invalid or unenforceable, any purported class action or consolidated claim will not proceed in arbitration but must instead be litigated in a court of competent jurisdiction. In such cases, the dispute must still be resolved on an individual basis unless otherwise required by law.
5. Scope of Waiver: This waiver applies to all claims, regardless of whether they are based on contract, tort, statute, regulation, or any other legal theory. The waiver also extends to claims for injunctive or declaratory relief, damages, penalties, or other forms of legal remedy.
6. Notice to Potential Claimants: By agreeing to these Terms, you understand and acknowledge that you are giving up your right to participate as a representative or member of any class or collective action against SSA.
7. Exceptions: This waiver does not preclude you from bringing individual claims in small claims court, where permitted by applicable law, as long as those claims are not consolidated with other parties’ claims.

Acknowledgment and Acceptance

By agreeing to these Terms, you affirm that you have read and understood this Class Action Waiver and voluntarily agree to its provisions. You further agree that this waiver is a material and essential part of the Terms of Service and that SSA would not enter into these Terms without your agreement to this provision.

This Class Action Waiver survives the termination of your use of the Site, services provided by SSA, or any contractual relationship between you and SSA.

Dispute Resolution

Disputes will be resolved exclusively through binding arbitration in New York City, New York, in accordance with the American Arbitration Association’s rules.

Notices

Notices to SSA must be sent to:

Smart Sellers Academy Inc.

40 Wall Street FL 28, Unit 2745

New York, NY 10005

SSA may provide notices to you through email, phone, or mail to the contact information you provide.

Last Updated: 111/12/2024

By using our website and services, you acknowledge that you have read and agree to these Terms of Service. Thank you for choosing Smart Sellers Academy.

Thank you for trusting Smart Sellers Academy.

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