Terms of Service

1. Acceptance of Terms & Commercial Authority

1.1 Binding Contract: By registering for, accessing, browsing the Terra PPC website (https://terrafloraglobal.net), requesting early access, or using any software features, you explicitly agree to comply with and be legally bound by these Terms of Service. If you do not agree to all terms, you must not access or use the Service.

1.2 Business User Representation: The Service is designed and offered strictly for commercial enterprises, brands, agencies, and business sellers. By using the Service, you represent and warrant that:

• You are at least 18 years of age and possess full legal capacity to enter into binding agreements;
• If accessing the Service on behalf of a company, corporate body, or partnership, you possess valid legal authority to bind such entity to this Agreement;
• You will use the Service solely for legitimate commercial, professional, and business purposes in compliance with all applicable local, national, and international laws.

1.3 Modifications: We reserve the right to modify these Terms to reflect updates in service architecture, legal requirements, or third-party platform policies. Continued use of the Service following published notice of revisions constitutes binding acceptance of the updated Terms.

2. Software Access, SLA & Availability

2.1 Limited License Grant: Subject to timely payment of applicable subscription fees and continuous compliance with this Agreement, Terra Flora Global LLC grants Customer a limited, non-exclusive, non-transferable, revocable right to access and operate Terra PPC via a supported web browser during the applicable subscription term.

2.2 Hosted Cloud Service: The Service is hosted on secure cloud infrastructure. Customer acknowledges that nothing in this Agreement transfers any ownership, title, or source code to Customer.

2.3 Service Availability & Maintenance: We employ commercially reasonable efforts to ensure the Platform remains accessible twenty-four (24) hours a day, seven (7) days a week. However, Customer acknowledges that availability may be temporarily interrupted due to:

• Scheduled maintenance and system updates (typically performed during non-peak operational windows);
• Unscheduled emergency repairs to address urgent security vulnerabilities or infrastructure incidents;
• Internet service provider (ISP) outages, DNS disruptions, or telecommunication failures beyond our reasonable control;
• Rate limits, service throttling, maintenance downtime, or unexpected outages enacted by third-party platforms, including Amazon Advertising and Selling Partner APIs.

2.4 Private Early Access Status: While Terra PPC is provided under private early access, certain user interfaces, analytical models, and operational capabilities are undergoing active iteration. Features may be refined, updated, or enhanced to bolster security, stability, and algorithmic efficiency.

3. Amazon API Authorization & Developer Policy Compliance

3.1 Official OAuth 2.0 Authorization: Account connectivity is established strictly via Amazon-provided authorization workflows (Login with Amazon - LWA and Security Token Service - STS). Customer grants Terra PPC authorized tokenized permission to retrieve campaign metadata, reporting streams, and performance metrics for the specific advertising profiles and seller accounts explicitly connected by Customer.

3.2 Strict Prohibition of Master Credentials: Users must NEVER disclose, submit, or provide Amazon Seller Central or Amazon Advertising Console master passwords, login credentials, or multi-factor authentication (MFA/OTP) codes to Terra PPC. All interactions occur via cryptographically secure, tokenized API authorizations.

3.3 Revocation of Authorization: Customer retains the unilateral right to disconnect, revoke, or terminate Terra PPC's API authorization at any time directly through their Amazon Seller Central or Amazon Advertising Console management permissions, without requiring prior consent from Company.

3.4 Amazon Acceptable Use Policy (AUP) Compliance: Customer covenants that all advertising campaigns, sponsored products, promotional keywords, bid parameters, and operational instructions processed through Terra PPC shall strictly comply with:

• Amazon's Acceptable Use Policy (AUP);
• Amazon Advertising Agreement and Advertising Guidelines;
• Amazon Selling Partner API Developer Agreement and Policies;
• All applicable regional marketplace terms where Customer distributes products.

3.5 Independent Third-Party Disclaimer: Terra PPC is an independent software tool developed and operated by Terra Flora Global LLC. Amazon, Amazon Advertising, Sponsored Products, Selling Partner API, and all related logos are trademarks of Amazon.com, Inc. or its affiliates. References to Amazon describe platform compatibility and do not imply affiliation, sponsorship, endorsement, or partnership by Amazon.

4. Data Protection, Isolation & Amazon DPP Alignment

4.1 Amazon Data Protection Policy (DPP) Alignment: Terra Flora Global LLC strictly complies with the security, privacy, and confidentiality principles required under the Amazon Data Protection Policy (DPP) and applicable international data protection standards.

4.2 Multi-Tenant Logical Isolation: All Customer datasets, advertising metrics, API tokens, and workspace configurations are maintained within isolated tenant boundaries. Customer data is logically segregated to strictly prohibit cross-tenant data bleed, unauthorized data sharing, or multi-seller data commingling.

4.3 Strict Prohibition on Data Resale or Brokering: We explicitly warrant that WE DO NOT SELL, RENT, BROKER, OR TRANSFER CUSTOMER ADVERTISING DATA OR AMAZON-DERIVED BUSINESS DATA TO ANY THIRD PARTY, including competitors, data brokers, or advertising exchanges. Data is processed solely for Customer's benefit and authorized product functionality.

4.4 Encryption & Security Safeguards: We employ industry-standard administrative, physical, and technical controls:

• All external data transit is encrypted using modern Transport Layer Security (TLS 1.2 or TLS 1.3);
• Access to production databases is restricted using the Principle of Least Privilege (PoLP) and role-based access control (RBAC);
• Cryptographic tokens and API secrets are securely managed in dedicated key management vaults.

4.5 Security Incident Notification: In the event of a verified security breach impacting Customer data or unauthorized access to Amazon-derived information, Company will promptly investigate, initiate mitigation measures consistent with industry standards, and notify affected Customers and Amazon as required under applicable developer agreements and statutory privacy laws.

For complete technical information on data governance, please review our Privacy Policy and Security Architecture Documentation.

5. Customer Responsibilities & Acceptable Use

Customer agrees to access and use the Platform in a lawful, ethical, and authorized manner. Customer agrees NOT to:

• Reverse Engineer: Copy, decompile, reverse engineer, disassemble, decrypt, or attempt to derive the source code, underlying algorithms, or mathematical models of the Service;
• Circumvent Security: Probe, scan, or test the vulnerability of any system, authentication layer, network perimeter, or bypass multi-factor authentication or account scoping controls;
• Unauthorized Accounts: Connect, link, or authorize any Amazon seller account, advertising profile, or brand catalog for which Customer does not hold valid, verified legal authority;
• Automated Abuse & Scraping: Deploy unauthorized scrapers, spiders, crawl bots, automated scraping scripts, or flood the Platform with disruptive request rates that exceed documented limits or cause denial of service;
• Resell or Syndicate: License, sublicense, resell, lease, distribute, or provide commercial bureau/time-sharing services using the Platform to third parties without prior written consent from Terra Flora Global LLC;
• Unlawful Content: Transmit, store, or process any content that violates intellectual property rights, contains malicious code/viruses, or breaches applicable commerce, privacy, or export laws.

6. User Accounts & Employee Responsibility

6.1 Workspace Credential Safeguards: Customer is solely responsible for maintaining the confidentiality and integrity of all user logins, passwords, and access credentials assigned to Customer's workspace. Customer must immediately notify Company of any unauthorized access or compromised credentials.

6.2 Actions of Authorized Personnel: Customer assumes full legal, financial, and operational responsibility for all actions, campaign configurations, bid adjustments, budget changes, rule activations, and account operations executed by Customer's employees, contractors, agents, or third-party agencies utilizing Customer's login credentials.

6.3 Independent Employment Relationship: Company exercises no supervisory or employment control over Customer's personnel. Customer warrants that its use of the Service complies with applicable employment, confidentiality, and data management agreements with its staff.

7. Subscription Terms, Invoicing & Commercial Billing

7.1 Subscription Framework: Terra PPC is made available on a subscription basis (monthly, quarterly, annual, or custom private quote during early access). Active subscriptions automatically renew at the conclusion of each billing period unless cancelled by Customer prior to the renewal date.

7.2 Separation from Amazon Advertising Spend: Customer explicitly understands and agrees that TERRA PPC SOFTWARE SUBSCRIPTION FEES ARE COMPLETELY SEPARATE FROM DIRECT AMAZON ADVERTISING CHARGES. All media spend, ad clicks, impression costs, and Amazon platform fees are billed directly by Amazon to Customer's established payment method on Amazon Seller Central or Advertising Console. Company is not responsible for and does not process Amazon ad spend.

7.3 Invoicing & Payment Processing: Payments are processed via secure PCI-DSS compliant payment gateways (such as Stripe) or via corporate invoice for enterprise agreements. Subscription fees are due in full on the invoice date.

7.4 Late Payments & Suspension: If subscription payment is not successfully received within seven (7) calendar days of the due date, Company reserves the right to suspend Customer's access to the Service. If payment delinquency exceeds fourteen (14) calendar days, Company may terminate the workspace and initiate data disposition procedures.

7.5 Fee Adjustments: Company may adjust subscription pricing upon reasonable advance written notice. Fee adjustments will apply solely to subsequent renewal periods and will not retroactively affect active pre-paid commitment terms.

7.6 Taxes: All fees are exclusive of applicable federal, state, local, or value-added taxes (VAT/GST). Customer is responsible for all statutory taxes associated with its purchase, excluding taxes based on Company's net corporate income.

8. Rule-Based Automation & Performance Disclaimer

8.1 Decision-Support Nature of the Service: Terra PPC provides analytical telemetry, historical performance insights, and automated or semi-automated rule execution engines based strictly on parameters, thresholds, and conditions configured or approved by Customer.

8.2 Sole Responsibility for Campaign Execution: Customer acknowledges and agrees that:

• Customer maintains sole, final discretionary authority over all bid amounts, daily ad budgets, target ACOS/ROAS settings, negative keyword harvesting, and campaign states;
• Customer must verify and audit rule configurations, safety bounds, and maximum bid caps prior to and during automated execution;
• Company shall have no liability for advertising spend overages, campaign under-delivery, bid fluctuations, or unachieved sales targets resulting from Customer-defined rules or market competition.

8.3 NO GUARANTEE OF COMMERCIAL SUCCESS: TERRA FLORA GLOBAL LLC EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, THAT USE OF THE PLATFORM WILL INCREASE SALES, IMPROVE ORGANIC OR SPONSORED SEARCH RANKINGS, ACHIEVE SPECIFIC RETURN ON AD SPEND (ROAS), PRESERVE THE BUY BOX, OR PRODUCE ADVERTISING PROFITABILITY.

8.4 "AS IS" & "AS AVAILABLE" PROVISION: TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICE, DOCUMENTATION, AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT.

9. Proprietary Rights & Intellectual Property

9.1 Company Intellectual Property: Terra Flora Global LLC and its licensors retain exclusive ownership of all right, title, and interest in and to the Terra PPC platform, including all software code, algorithms, user interface designs, mathematical optimizations, trademarks, logos, documentation, and all enhancements, modifications, or derivative works created thereof.

9.2 Customer Data Ownership: As between Company and Customer, Customer retains full ownership of all proprietary business data, authorized campaign information, catalog identifiers, and performance metrics imported into the Service ("Customer Data"). Customer grants Company a limited, non-transferable license to host, process, and display Customer Data solely as necessary to provide the Service to Customer in accordance with this Agreement.

9.3 Feedback & Suggestions: If Customer provides recommendations, feature requests, or technical feedback regarding the Service, Customer grants Company an unrestricted, perpetual, irrevocable, royalty-free license to utilize such feedback for any purpose without compensation or attribution to Customer.

10. Indemnification

10.1 Customer Indemnification: Customer agrees to defend, indemnify, and hold harmless Terra Flora Global LLC, its officers, directors, employees, affiliates, and agents from and against any third-party claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:

• Customer's breach of this Agreement or violation of applicable laws;
• Customer's violation of Amazon Acceptable Use Policies, Developer Agreements, or third-party marketplace rules;
• Claims that Customer Data, products, brand listings, or advertising copy infringe upon the patent, trademark, copyright, or trade secret of any third party;
• Unauthorized access or illicit use of Customer's workspace by Customer's employees, contractors, or agents.

10.2 Company Indemnification: Company will defend Customer against any third-party claim alleging that the core proprietary software of Terra PPC directly infringes a valid United States patent or copyright, and will pay damages awarded by a court of competent jurisdiction, provided Customer promptly notifies Company in writing and grants Company sole control of the defense.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, SYSTEM OUTAGES, BUSINESS INTERRUPTION, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF TERRA FLORA GLOBAL LLC ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICE SHALL BE STRICTLY LIMITED TO THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED UNITED STATES DOLLARS ($100 USD) IF CUSTOMER IS ACCESSING THE PLATFORM DURING A FREE TRIAL OR EARLY-ACCESS EVALUATION PERIOD.

11.3 Third-Party Platform Outages: Company shall bear no liability for any loss, ad budget discrepancy, or operational interruption resulting from policy changes, API rate limiting, maintenance, or service blackouts caused by Amazon.com, Inc. or its affiliated advertising platforms.

12. Term, Suspension & Termination Data Disposition

12.1 Term: This Agreement becomes effective on the date Customer first accesses the Platform or submits an access authorization ("Effective Date") and continues until all subscriptions expire or are terminated in accordance with these Terms.

12.2 Termination for Convenience: Customer may cancel their subscription at any time via their workspace billing dashboard or by submitting written notice prior to the end of the current billing cycle. Cancellations take effect at the conclusion of the paid billing period; no pro-rata refunds are issued for unused intervals.

12.3 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice, or immediately if Customer breaches Section 5 (Acceptable Use) or Section 3 (Amazon API Compliance).

12.4 Post-Termination Data Purge & Deletion Rights: Upon termination of this Agreement:

• Customer's right to access the Service immediately ceases;
• Company will revoke associated API tokens and cease automated sync operations;
• Customer Data will be scheduled for permanent deletion and expunged in accordance with our documented standards, except where limited retention is mandated by applicable financial, taxation, audit, or legal defense obligations;
• Customers may initiate expedited, verified deletion requests at any time by following our documented Data Deletion Protocol.

13. Governing Law, Dispute Resolution & Arbitration

13.1 Governing Law: This Agreement, and any disputes arising out of or related to it, shall be governed exclusively by and construed in accordance with the substantive laws of the United States and the State of organization of Terra Flora Global LLC, without regard to conflict of laws principles or the United Nations Convention on Contracts for the International Sale of Goods (CISG).

13.2 Informal Dispute Resolution: Prior to commencing formal legal proceedings, the parties agree to make good-faith efforts to resolve any dispute, controversy, or claim through informal negotiations conducted between authorized executive representatives for a period of at least thirty (30) calendar days.

13.3 Jurisdiction & Venue: Any dispute that cannot be resolved through informal negotiations shall be submitted to the exclusive jurisdiction of the competent state or federal courts located within the registered jurisdiction of Terra Flora Global LLC. Both parties consent to personal jurisdiction in such courts and waive any objection regarding inconvenient forum.

13.4 Class Action Waiver: ALL DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS. CUSTOMER AGREES THAT IT MAY BRING CLAIMS AGAINST COMPANY ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING.

14. Miscellaneous & Contact Information

14.1 Entire Agreement: These Terms of Service, together with our Privacy Policy and any applicable commercial order form or quote, constitute the entire agreement between the parties superseding all prior oral or written representations, proposals, or understandings.

14.2 Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.

14.3 Assignment: Customer may not assign or transfer this Agreement, by operation of law or otherwise, without prior written consent from Company. Company may assign this Agreement in connection with a corporate reorganization, merger, acquisition, or sale of substantially all assets.

14.4 Force Majeure: Neither party shall be liable for failure or delay in performing obligations (other than payment obligations) due to events beyond reasonable control, including acts of God, war, terrorism, civil unrest, labor strikes, power failures, or systemic third-party platform API outages.

14.5 Legal Notices & Contact: For formal notices, questions regarding these Terms, or commercial licensing inquiries, please contact our legal and compliance desk: