Boldranks Membership and Service Agreement

1. Parties

This Agreement is made, under the terms set out below, between Boldranks (Boldranks LLC – EIN 39-3761858 – 7901 4TH STREET NORTH 16882, ST. PETERSBURG, FL, 33702, US) and the company whose legal name, address and tax number are entered in the membership form (the "Customer").

2. Purpose of the Agreement

The purpose of this Agreement is to set out the services that Boldranks will perform on behalf of the Customer on the Amazon platform in the marketplaces selected in the membership form, the scope of those services, the rights and obligations of the parties, and the fee and bonus structure. Within this scope, Boldranks will provide various services in order to optimize the Customer's Amazon operations and to contribute to reaching the established goals.

This Agreement covers account management services performed in the Amazon marketplaces selected in the membership form. Although it is possible to sell to other countries through that account, services such as country-specific SEO work, advertising campaigns and local strategies for marketplaces not selected in the form are quoted separately.

3. Services and Details

The services Boldranks will provide are set out in the "What's included" section of the package the Customer selects in the membership form or of the proposal the Customer approves. That section forms part of this Agreement. Work not included in the package is quoted separately.

4. Fees and Payment

• Monthly Fixed Fee

- The package, the number of products and the monthly fixed fee are stated in the membership form; tax is added to the fee.

• Effective Date and Billing

The monthly fixed fee takes effect on the day the membership starts. The first payment is collected on the membership start day. Subsequent payments are collected automatically every month, on the day the membership started, from the card on file. In months that do not have that day, payment is collected on the last day of the month.

Services and setup do not start before the first payment is collected. Once payment is collected, the service is activated immediately.

Unless either party ends it under Section 13, the membership renews automatically every month on the same terms.

• Taxes:

– If the Customer is a company established outside the United States of America, a tax exemption may apply to the services provided; however, being a foreign company does not by itself create an exemption.

– However, any tax liabilities that may arise from changes to applicable national or international tax laws are added separately to invoices and paid by the Customer.

– Federal and state sales taxes (sales tax, service tax, etc.) that are required to be applied to the Customer are added to the invoice in accordance with the applicable laws.

– Boldranks' own income tax is not passed on to the Customer.

• Payment Terms:

– Boldranks collects payments automatically from the Customer's card on file or from the bank account the Customer has linked.

– The Customer authorizes Boldranks' payment service provider to store the card entered in the membership form or the bank account the Customer has linked, and authorizes the monthly fee, its tax and any other amounts arising under this Agreement to be charged automatically to that card or bank account every month until the membership ends. The Customer may change its card or bank account through the payment page link sent by Boldranks.

• Late Fee:

– A late fee of 1% per month applies to any amount not paid when due, from the due date until the date of payment. Collection costs incurred to recover the overdue amount are borne by the Customer.

• Invoice Disputes:

– If the Customer wishes to dispute an invoice, it must notify notices@boldranks.com by email, stating its reasons, within 15 days of the invoice date. An invoice not disputed within this period is deemed accepted. Any undisputed portion must be paid on time.

• Refunds:

– Fees paid are non-refundable, including for unused days.

• Price Changes:

– Boldranks may change the monthly fee. The new fee is notified to the Customer's email address at least 30 days in advance and applies from the first billing period after that period ends. A Customer who does not accept the new fee may end its membership under Section 13; the old fee applies during the notice period.

• If Payment Fails (Suspension of Service):

– If a payment fails, the Customer is notified by email. If payment still has not been collected by the 7th day, all services, including app access and consulting, are temporarily suspended. Once payment is collected, the services resume.

– The fee for the unpaid month remains owed. No new invoice is issued while access is suspended.

– While access is suspended, the Customer continues to monitor its Amazon account through its own Amazon account.

– If the service remains suspended for more than 30 days, Boldranks may terminate the Agreement by written notice. In that case, amounts already owed remain payable.

5. Strategic Analysis and Managing Expectations

Boldranks (BOLDRANKS LLC) prepares the strategic guidance it provides to its business partners on the basis of concrete data such as historical data, industry analyses, competitor comparisons and platform dynamics. Any planning, targeting or recommendations shared are provided in order to bring out the customer's potential as fully as possible and to support its strategic decision-making.

Profit simulations or estimated projections shared from time to time, in writing or verbally, are shared solely to provide a data-driven roadmap and must not be regarded as a binding guarantee of earnings. While these analyses aim to help set realistic expectations, results may vary depending on product performance, the competitive environment, operational processes and external factors.

Boldranks (BOLDRANKS LLC) exercises reasonable care in all strategic analyses and recommendations it provides, but does not offer any direct guarantee of results.

This Section aims to conduct the cooperation on a transparent, sustainable and professional basis and carries no negative implication about the care or quality of the service provided.

Software and artificial intelligence tools are used in Boldranks' services. These tools can make mistakes. The Customer is responsible for checking the recommendations, reports and content provided to it before applying them.

6. Third-Party Service Providers and Collaborations

Where it considers it necessary, Boldranks (BOLDRANKS LLC) may recommend or refer third-party companies, consultants or service providers to meet the customer's needs. In some service processes, Boldranks may take part directly, coordinate with the third-party company and manage the process.

This Section does not impose on Boldranks any obligation to recommend a third party, provide coordination or manage a process.

However, this coordination and referral support does not mean that Boldranks has full control over the results, quality or timing of the services provided by third parties.

Delays, errors, shortcomings or other problems that may arise from actions taken by third parties are the sole responsibility of the third party concerned.

Boldranks bears no financial, operational or legal liability for problems caused by third parties.

7. Data Security and Intellectual Property Rights

• Brand, product and operational content belonging to the Customer is protected as the intellectual property of the brand concerned.

• Boldranks takes reasonable technical and administrative measures to protect Customer data. Because transmission and storage over the internet are never completely secure, Boldranks does not guarantee absolute security.

• If Boldranks becomes aware of a security breach affecting Customer data, it informs the Customer by email without delay.

• The parties agree that, for data security purposes, access will be limited to persons involved in the relevant processes, and that subcontractors will also be bound by the confidentiality obligations in this Agreement.

• The parties further agree that content and data relating to the Customer's brands, products and accounts belong to the Customer, whereas the general methods, process management approach and operational know-how used by Boldranks in providing the services belong to Boldranks.

8. Account Ownership and Access Rights

The parties agree that the Amazon Seller Central, Brand Registry and Amazon Advertising accounts belong to the Customer and that Boldranks will access these accounts solely for the purpose of providing the services under this Agreement.

The Customer keeps its Boldranks panel password and access details confidential and does not share them with third parties. If it becomes aware that its account has been used without authorization, it notifies Boldranks by email as soon as possible. Boldranks is not liable for any consequences arising from the Customer sharing or failing to protect its password.

9. Boldranks App

During the membership, Boldranks grants the Customer the right to use the Boldranks app for its own business. This right may not be transferred, rented or sold to anyone else.

The app and its code belong to Boldranks and to the relevant third-party companies.

The Customer may not share its account with anyone other than its own employees. It may not copy the app, attempt to reverse-engineer its code, or extract data from the app in bulk using automated tools.

The app may be interrupted from time to time due to maintenance, updates or causes originating from Amazon. Boldranks does not guarantee uninterrupted or error-free operation.

The figures, estimates and recommendations in the app are for guidance only. They are not a guarantee of any definite result.

The app works by combining data from Amazon and from other data providers. Some Amazon data is also obtained through these providers. Boldranks is not liable for changes, outages or data errors caused by Amazon or by these providers.

Boldranks may improve, change or remove features of the app.

The Customer's data belongs to the Customer. Boldranks uses this data to provide the service. Boldranks may also use aggregated data, combined in such a way that the Customer's identity and information specific to the Customer cannot be identified, to improve its own algorithms and services and to create new products.

In the event of use contrary to these rules, Boldranks may suspend access to the app.

Boldranks may send the Customer service-related emails, notifications and reports, either automatically or through a consultant. The Customer agrees to receive them.

10. Confidentiality

• Definition of Confidential Information: All information that the parties disclose to each other under this Agreement in writing, verbally, electronically or in any other medium, including but not limited to trade secrets, pricing, financial data, sales performance, customer/supplier information, product and brand strategies, advertising data, campaign plans, know-how, processes, reports, screenshots, meeting recordings, transcripts, emails, WhatsApp/Slack messages, documents, and access/operational information relating to the Amazon account, is deemed "Confidential Information".

• Confidentiality Obligation: The parties agree to use Confidential Information solely for the purposes of this Agreement; not to disclose it to third parties; and to protect it with at least the same care with which they protect their own confidential information (and at least to a standard of reasonable care).

• Authorized Persons and Subcontractors: The parties will give access to Confidential Information only on a "need to know" basis; if their employees, managers and/or contractors/subcontractors (including freelancers) are to access Confidential Information, they will ensure that those persons are bound by confidentiality obligations at least as strict as this Section.

• Exceptions: The following information is not Confidential Information: (i) information that becomes public (through no fault of a party); (ii) information that the disclosing party proves in writing was public before disclosure; (iii) information developed independently without relying on the other party's confidential information; (iv) information that must be disclosed by law, court order or decision of an administrative authority; (v) information and documents showing that the service was provided, which Boldranks gives to a payment provider, bank, its lawyer or a court in order to defend itself against a payment dispute or a legal claim; such information is given only for this purpose and only to the extent necessary. In the event of compelled disclosure, the disclosing party gives the other party prior written notice where possible and keeps the scope to the minimum.

• Term: This Section remains in force for the term of the Agreement and for 5 (five) years after the Agreement ends for any reason. For information that qualifies as a trade secret, the confidentiality obligation continues for as long as that information remains a trade secret.

• Return / Destruction: When the Agreement ends, at the other party's written request, documents/materials containing Confidential Information are returned or destroyed within a reasonable time. Records subject to a legal retention obligation may be kept for the duration of that obligation; in that case the confidentiality obligation continues.

11. Operational Risks, Product-Related Problems and Unforeseen Circumstances

Boldranks (BOLDRANKS LLC) performs all of its services with reasonable care and professionalism. However, situations such as account restriction, suspension, account closure or a decline in sales performance that may occur because of external factors such as algorithm changes, policy updates, manual reviews, product evaluations and similar actions by third-party platforms such as Amazon are entirely under the control of the platforms concerned.

In this context, product-related defects, quality problems or manufacturing shortcomings that affect customer satisfaction may also trigger such adverse scenarios. Although Boldranks provides its services strategically, it cannot be held liable for direct or indirect losses that may arise from external factors or product-related circumstances.

This Section carries no negative implication whatsoever about the quality and care of our service; on the contrary, it aims to conduct the cooperation transparently and to ensure that the parties are aware of possible risks. In any adverse scenario, Boldranks will continue to stand by the customer in managing the process and providing support.

12. Rights and Obligations of the Parties

• Customer: The Customer will carry out quality control of the products, shipments on the specified dates, and the tasks assigned to the Customer in the package it selected.

Depending on its package, the decision whether or not to implement recommendations communicated in meetings or by email, and the follow-up of those decisions, are under the Customer's control and responsibility.

The Customer provides the access, accurate information and approvals needed for the service on time. Delays caused by the Customer extend the service timeline by the same period; Boldranks is not liable for the consequences of such delay, and the fee is not reduced for this reason.

The Customer represents that neither it nor its owners or managers are on the sanctions lists of the U.S. Department of the Treasury (OFAC), and that none of them is based in a country or region subject to U.S. sanctions. The Customer shall not use the service in breach of U.S. sanctions and export rules. If this representation is untrue, Boldranks may immediately suspend the service and terminate the Agreement under Section 13; in that case, fees paid are not refunded.

The parties are independent contractors; this Agreement does not create a partnership, agency, representation or employment relationship between the parties. Boldranks performing actions in the Customer's account using the user permissions granted by the Customer does not change this.

13. Term, Termination and Transition

The Customer ends its membership from the account panel. Termination is complete when the confirmation "Your cancellation has been completed" is displayed in the panel and a confirmation email to that effect is sent to the Customer; the membership of a Customer who has not received this confirmation continues. A Customer who cannot end its membership from the panel contacts Boldranks to request support.

Once the membership is ended, it may be used until the end of the paid period.

Boldranks may end the membership without giving any reason by notifying the Customer by email; in that case, the membership ends at the end of the paid period.

If the Customer breaches this Agreement, uses the service for a purpose contrary to law or to Amazon rules, or asks Boldranks to take such an action, Boldranks may, with or without prior warning and without waiting for the end of the paid period, suspend the service and terminate the Agreement. In that case, fees paid are not refunded.

This Agreement has been prepared to establish a cooperation between Boldranks and the Customer that is based on trust, focused on goals and highly efficient.

When the Agreement ends, Boldranks' obligation to provide services and the Customer's right to use the app end. The Customer's unpaid debts and the provisions that by their nature must continue to apply after termination (such as the limitation of liability, venue, confidentiality and customer-caused claims) remain in effect.

14. Assignment and Changes in Company Structure

The Customer agrees that this Agreement may be assigned by BOLDRANKS LLC, without prior consent, to another legal entity that will continue the services and operations currently provided under the Boldranks structure.

Such an assignment will not affect the quality, scope or continuity of the service. The Customer will be given written notice, and the new legal entity will assume all rights and obligations under this Agreement.

However, if the service is actually to be transferred to a third party or performed by a different legal entity, the Customer is given prior written notice; the Customer's right to terminate under Section 13 is reserved.

In addition, structural changes in the legal status of the service provider (for example, conversion from a limited liability company to a corporation) do not affect the validity of the Agreement, provided that the service continues to be provided in the same way.

In addition, the fee and payment terms under this Agreement remain valid with respect to affiliates/subsidiaries with different legal names that are part of the same organizational structure and actually continue to provide the service.

If either party's legal name changes and/or invoicing/payment through an affiliate/subsidiary becomes necessary, the party concerned will notify the other party in writing (email is sufficient). This notice includes the current name, invoicing details and, if any, the relevant official amendment document (e.g. Certificate of Amendment / trade registry record, etc.). The parties agree that such a change of name/affiliate will not affect the scope and continuity of the service.

The written notice given to the Customer before an assignment clearly states the effective date of the assignment and which legal entity is to be paid which fees and receivables arising before and after the assignment, and payments made by the Customer in accordance with this notice discharge the relevant debt.

If the company entitled to receive payment changes because of an assignment, Boldranks sends the Customer a payment page link to confirm its payment details in the name of the new company. If payment cannot be collected because the payment details have not been confirmed, the "If Payment Fails" provisions in Section 4 apply.

15. Limitation of Liability

BOLDRANKS' TOTAL LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING FROM THIS AGREEMENT (INCLUDING IN CONTRACT, TORT AND NEGLIGENCE) IS LIMITED TO THE SERVICE FEES COLLECTED FROM THE CUSTOMER IN THE LAST 3 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. BOLDRANKS IS NOT LIABLE FOR LOSS OF PROFIT, LOSS OF SALES, INDIRECT DAMAGES, OR DAMAGES ARISING FROM AMAZON SUSPENDING THE ACCOUNT, POLICY CHANGES OR PLATFORM OUTAGES.

The parties agree that this limit has been set fairly in order to make commercial risks foreseeable.

Boldranks LLC agrees that it will exercise reasonable care in providing the services and will conduct operational processes in line with reasonable professional standards.

16. Dispute Resolution, Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the State of Florida (USA). The parties irrevocably agree that the state courts of Palm Beach County, Florida, and the West Palm Beach Division of the United States District Court for the Southern District of Florida have exclusive jurisdiction over any dispute arising from or in connection with this Agreement. The parties further declare and agree that they waive their right to a jury trial and that any such dispute will be heard exclusively by a judge.

The parties may bring claims only in their own name, on an individual basis; no class action may be brought and no claim may be pursued as a representative on behalf of others.

17. Electronic Acceptance and Proposal Approval

The parties agree that this Agreement is accepted electronically, not by wet-ink or digital signature, when the Customer completes the membership by ticking the "I have read and accept the Agreement" box in the membership form, and they agree that this method is legally valid.

At the time of acceptance, the Customer's name, email address, company name, date and time, IP address and the version of the Agreement accepted are recorded. A copy of the accepted Agreement is sent to the Customer's email address.

The person who completes the membership form is deemed to act on behalf of the Customer and confirms that they are authorized to bind the Customer to this Agreement.

18. Validity and Enforceability of the Agreement

This Agreement takes effect when the Customer accepts it in the membership form and remains valid for the duration of the membership.

If the Agreement is terminated, the parties agree to cooperate during the transition and to provide mutual support for a smooth handover.

19. Non-Solicitation of Personnel

The Customer undertakes not to directly or indirectly employ or make a job offer to Boldranks employees or subcontractors within its own organization or within its affiliates or group companies during the term of the Agreement and for 24 months after it ends.

20. Changes to the Agreement

Boldranks may update this Agreement. The updated Agreement is sent to the Customer's email address and takes effect 30 days after the date it is sent. No separate approval is requested from the Customer; a Customer who continues to use the service after that date is deemed to have accepted the updated Agreement. A Customer who does not accept it may end its membership under Section 13 within those 30 days.

21. Retention of Records

Boldranks keeps the acceptance records and the text of the Agreement accepted by the Customer for at least 10 (ten) years after the Agreement ends.

22. Personal Data

Personal data collected during the membership and the service is processed in accordance with the Privacy Policy at boldranks.com/privacy.html.

23. Force Majeure

The parties are not liable for late performance or non-performance of their obligations due to events beyond their control, such as natural disasters, earthquakes, epidemics, war, terrorism, strikes, decisions of official authorities, or general outages of the internet, energy or platforms such as Amazon. If force majeure lasts longer than 30 days, either party may terminate the Agreement by written notice; payment obligations accrued up to that date remain in effect.

24. Severability

If any provision of this Agreement is held invalid, the other provisions remain valid.

25. References and Use of Logo

The Customer permits Boldranks to use the Customer's brand name and logo on its website and in its promotional materials among "brands we work with". If the Customer does not want this, it notifies notices@boldranks.com by email; in that case, the brand name and logo are not used or are removed.

26. No Guarantee of Results

BOLDRANKS PROVIDES ITS SERVICES WITH REASONABLE CARE. NO SALES, RANKING, ADVERTISING RETURN, ACCOUNT STATUS OR ANY OTHER RESULT ON AMAZON IS GUARANTEED. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT AND IN THE MEMBERSHIP FORM, NO WARRANTY, EXPRESS OR IMPLIED, IS GIVEN. ACCORDINGLY, NO IMPLIED WARRANTY IS GIVEN, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

27. Customer-Caused Claims

The Customer bears all losses, penalties and attorneys' fees arising from any claim or lawsuit brought by third parties against Boldranks because of the Customer's own products (including quality, safety, labeling and regulatory compliance), the content, information and documents it provides to Boldranks, its own actions in breach of Amazon policies or applicable law, or its breach of this Agreement.

28. Notices

Notices under this Agreement are given by email. Notices to the Customer are sent to the email address in the membership form, and notices to Boldranks are sent to notices@boldranks.com. An email sent to the Customer is deemed received on the day it is sent; the email landing in the Customer's spam or junk folder does not change this. If that day is not a business day where the recipient is located, it is deemed received on the next business day. A notice to Boldranks becomes valid upon the receipt email sent automatically by Boldranks; the receipt email does not show that the request has been completed. A Customer who does not receive a receipt email accepts that its notice has not arrived and sends the notice again. If a notice requiring action is not answered within 3 business days, the Customer sends a reminder. Claims arising from a notice not being processed are subject to the limit in Section 15; Boldranks is not liable for losses that could have been prevented by a reminder. The parties notify changes of address by email; until a change is notified, notices sent to the old address are valid.

29. Language of the Agreement

This Agreement has been drawn up in English. It has been translated into the language you selected as accurately as possible; the English text governs. In the event of any difference between the texts, the English text applies.

30. Evidence

The Customer agrees that Boldranks' email, app and system records are valid evidence in disputes. A Customer making an assertion contrary to these records bears the burden of proving that assertion.

31. Entire Agreement

This Agreement, the membership form and any documents separately accepted in writing by the parties constitute the entire agreement of the parties; any other written or oral statements are not part of the Agreement. The fee, package contents and additional terms stated in the membership form take precedence over this Agreement; if they conflict with this Agreement, the membership form applies. A document separately accepted in writing governs its own subject matter. On all other matters, this Agreement governs.

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