Terms of Use

AdZuri, LLC

Welcome to AdZuri, LLC (“Company,” “AdZuri,” “we,” “us,” or “our”), a Wyoming limited liability company. These Terms of Service (“Terms”) govern your access to and use of our website at AdZuri.com and the marketing services we provide (collectively, the “Services”). By engaging our Services, accessing our website, or making payment for any of our offerings, you (“Client,” “you,” or “your”) agree to be bound by these Terms.

If you do not agree to these Terms, do not use our Services or website. These Terms constitute a legally binding agreement between you and AdZuri, LLC.

1. DEFINITIONS

1.1 “Agreement” refers to these Terms of Service together with any service-specific order forms, proposals, invoices, or written agreements between AdZuri and Client.

1.2 “Services” refers to Amazon KDP advertising management, campaign creation and optimization, listing optimization recommendations, keyword research, competitive analysis, account management, strategy consultation, and any related digital marketing services provided by AdZuri.

1.3 “Ad Spend” refers to advertising budget paid directly by the Client to Amazon Advertising or other third-party advertising platforms. Ad Spend is separate from and in addition to fees paid to AdZuri.

1.4 “Client Account” refers to the Client's Amazon KDP, Amazon Advertising, or related accounts to which Client grants AdZuri access for purposes of performing Services.

1.5 “Content” refers to any books, listings, copy, creative assets, descriptions, or other materials owned by or associated with the Client.

1.6 “Fees” refers to amounts charged by AdZuri for Services as set forth in the applicable proposal, order form, or invoice.

2. SERVICES PROVIDED

2.1 Scope. AdZuri provides Amazon KDP advertising management and related services as described in the applicable proposal, order form, or invoice. The specific scope, deliverables, and timeline of Services will be defined at the time of engagement.

2.2 Service Modifications. AdZuri reserves the right to modify, update, or improve its Services at any time. We will use commercially reasonable efforts to notify Clients of material changes that affect their active engagements.

2.3 Performance Standards. AdZuri will perform Services in a professional manner consistent with industry standards. However, all advertising and marketing outcomes depend on numerous factors outside AdZuri's control, including but not limited to Amazon's algorithm changes, market conditions, competition, Client Content quality, pricing, reviews, and category dynamics.

2.4 Tools and Methods. AdZuri may use proprietary methodologies, third-party tools, software, and analytical platforms in performing Services. Client acknowledges that AdZuri retains all rights to its proprietary methods, processes, and tools.

3. FEES AND PAYMENT TERMS

3.1 Fees. Fees for Services are set forth in the applicable proposal, order form, or invoice. All Fees are in U.S. Dollars unless otherwise specified.

3.2 Payment Due. Unless otherwise specified in writing, all Fees are due in full at the time of engagement. Recurring monthly Fees, if applicable, are billed in advance.

3.3 Payment Methods. AdZuri accepts payment by major credit card, debit card, ACH transfer, and approved third-party financing providers (including Affirm, Klarna, PayPal, or similar services). Client is responsible for any fees, interest, or charges imposed by financing providers.

3.4 Late Payment. If any Fee is not paid when due, AdZuri may, at its sole discretion: (a) suspend or terminate Services without notice; (b) charge interest at the lesser of 1.5% per month or the maximum rate permitted by law; (c) charge reasonable collection costs, including attorneys' fees; and (d) report nonpayment to credit bureaus or collection agencies.

3.5 Chargebacks. Client agrees not to initiate chargebacks for Services provided in good faith. Initiating a chargeback after Services have commenced constitutes a material breach of this Agreement and may result in legal action to recover the disputed amount plus all associated costs and fees.

3.6 Taxes. All Fees are exclusive of applicable taxes. Client is responsible for any sales, use, value-added, or similar taxes arising from the Services, except for taxes on AdZuri's net income.

3.7 Price Changes. AdZuri may change Fees for ongoing Services with thirty (30) days' written notice. Continued use of Services after notice constitutes acceptance of the new Fees.

4. AD SPEND AND THIRD-PARTY COSTS

4.1 Separate from Fees. Ad Spend is paid directly by the Client to Amazon or other advertising platforms and is separate from and in addition to AdZuri's Fees. AdZuri does not receive, hold, or directly control Client Ad Spend.

4.2 Client Responsibility. Client is solely responsible for funding and maintaining Ad Spend on its Amazon Advertising account. AdZuri is not responsible for any failure to deliver Services that results from insufficient Ad Spend, payment failures, or account suspensions on third-party platforms.

4.3 Recommendations Only. Any recommendations regarding Ad Spend amounts are advisory only. Client retains full authority and responsibility for all Ad Spend decisions and outcomes.

4.4 No Reimbursement. AdZuri is not liable for, and will not reimburse, Ad Spend regardless of campaign performance, ROAS, ACOS, conversion rates, or any other advertising metric or outcome.

5. CLIENT RESPONSIBILITIES

Client agrees to:

(a) Provide timely access to Client Account(s) and any required permissions necessary for AdZuri to perform Services;

(b) Maintain Client Account in good standing with Amazon and all applicable platforms;

(d) Maintain adequate Ad Spend funding to allow Services to operate effectively;

(e) Respond to AdZuri's reasonable communications, requests for information, or approvals within five (5) business days;

(f) Comply with Amazon's Terms of Service, advertising policies, content guidelines, and all applicable laws and regulations;

(g) Ensure that all Content provided to AdZuri is owned by Client or properly licensed, and does not infringe upon any third-party rights;

(h) Not engage in any practices that could result in suspension or termination of Client Account, including but not limited to review manipulation, fraudulent activity, or violations of Amazon policy.

Client acknowledges that AdZuri's ability to perform Services is materially dependent upon Client's fulfillment of these responsibilities. Failure to fulfill these responsibilities may result in delayed, suspended, or terminated Services without refund.

6. ACCOUNT ACCESS AND AUTHORIZATION

6.1 Limited Authorization. Client grants AdZuri limited authorization to access Client Account solely for the purpose of providing Services. AdZuri will only use such access to perform Services as agreed.

6.2 Advertising Access Only. AdZuri requests advertising-level access only. AdZuri will not access, modify, or interact with Client banking information, royalty payments, content files, or other portions of the Client Account that are not necessary for performing Services.

6.3 Security. AdZuri uses commercially reasonable security measures to protect Client Account credentials and information. Client is responsible for maintaining the security of its primary account credentials and immediately notifying AdZuri of any suspected security breach.

6.4 Revocation. Client may revoke AdZuri's access at any time. Revocation of access prior to completion of Services does not entitle Client to a refund and may constitute Client's failure to fulfill its responsibilities under these Terms.

7. PERFORMANCE DISCLAIMERS — NO GUARANTEES

7.1 No Guaranteed Results. ADZURI MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND REGARDING THE OUTCOMES OF SERVICES, INCLUDING BUT NOT LIMITED TO BOOK SALES, ROYALTIES, BESTSELLER STATUS, ALGORITHM RANKINGS (BSR), CONVERSION RATES, RETURN ON AD SPEND (ROAS), ADVERTISING COST OF SALES (ACOS), CLICK-THROUGH RATES, KEYWORD RANKINGS, REVIEWS, OR ANY OTHER METRIC OR FINANCIAL OUTCOME.

7.2 Forward-Looking Statements. Any earnings figures, case studies, testimonials, examples, projections, or representations of potential results shown on AdZuri.com or in marketing materials are illustrative only. Past results are not indicative of future performance. Individual results vary significantly based on factors including but not limited to Client Content quality, market conditions, competition, pricing, Ad Spend levels, Client effort, and Amazon's evolving algorithm and policies.

7.3 No Income Guarantee. AdZuri does not promise or guarantee any specific level of income, royalties, sales, or financial return. Marketing services are not investments, and outcomes cannot be guaranteed.

7.4 Platform Changes. Amazon and other third-party platforms regularly modify their algorithms, advertising systems, policies, and terms. AdZuri is not liable for changes in Service performance resulting from such modifications.

7.5 Independent Outcomes. Client acknowledges that Service performance depends substantially on factors outside AdZuri's control, including the inherent quality, marketability, pricing, and reception of Client's Content.

8. REFUND POLICY

8.1 General No-Refund Policy. Due to the digital and customized nature of our Services, ALL FEES PAID TO ADZURI ARE NON-REFUNDABLE once payment has been made. This includes but is not limited to setup fees, monthly management fees, package fees, consulting fees, and any other amounts paid to AdZuri.

8.2 Limited Exception. Client may be eligible for a refund only if, within thirty (30) days of payment, AdZuri has not commenced any work on Client's account due to AdZuri's own failure to begin performing Services. This exception does NOT apply if AdZuri's inability to commence work results from any of the following:

(a) Client's failure to provide account access, credentials, or authorizations;

(b) Client's failure to provide required information, Content, or materials;

(d) Client's failure to respond to AdZuri's communications;

(e) Client's account being suspended, restricted, or otherwise inaccessible;

(f) Client's breach of these Terms or applicable third-party platform terms;

(g) Any cause attributable to Client, third parties, or events outside AdZuri's reasonable control.

8.3 Refund Process. To request a refund under Section 8.2, Client must submit a written request to AdZuri within thirty (30) days of payment, with supporting documentation demonstrating that AdZuri failed to commence work. AdZuri will review the request in good faith and, if approved, will issue the refund within thirty (30) business days. AdZuri's determination of eligibility is final.

8.4 Work Commencement. Work is deemed to have “commenced” when AdZuri performs any of the following: account audit, keyword research, campaign planning, campaign builds, account access acceptance, listing review, strategy session, onboarding call, or any other tangible service activity.

8.5 No Performance-Based Refunds. Refunds are not available based on Service performance, results, ROAS, ACOS, sales outcomes, or any other performance metric. Client agrees that the no-refund policy reflects the value of AdZuri's expertise, time, methodology, and resources committed to performing Services.

9. TERM AND TERMINATION

9.1 Term. These Terms remain in effect for the duration of any active engagement and survive thereafter as to provisions reasonably necessary for their enforcement.

9.2 Termination by Client. Client may terminate ongoing Services with thirty (30) days' written notice. Termination does not entitle Client to a refund of Fees already paid.

9.3 Termination by AdZuri. AdZuri may terminate Services immediately, without refund, if Client: (a) fails to pay any Fees when due; (b) materially breaches these Terms; (c) violates Amazon's Terms of Service or applicable laws; (d) engages in conduct AdZuri reasonably determines to be abusive, fraudulent, or harmful; or (e) provides false or misleading information.

9.4 Effect of Termination. Upon termination: (a) all unpaid Fees become immediately due; (b) AdZuri's access to Client Account will be revoked; (c) AdZuri has no obligation to continue performing Services; (d) Client retains ownership of its account and Content; (e) AdZuri retains ownership of its proprietary methodologies, tools, and any general learnings.

9.5 Survival. Sections 3 (Fees), 7 (Performance Disclaimers), 8 (Refund Policy), 10 (Intellectual Property), 11 (Confidentiality), 12 (Limitation of Liability), 13 (Indemnification), 14 (Dispute Resolution), and 15 (Governing Law) survive any termination of these Terms.

10. INTELLECTUAL PROPERTY

10.1 Client Property. Client retains all right, title, and interest in and to its Content, books, listings, brand, and Client Account.

10.2 AdZuri Property. AdZuri retains all right, title, and interest in and to its proprietary methodologies, processes, frameworks, software, templates, training materials, internal documentation, analytical tools, and any general know-how developed in connection with providing Services.

10.3 Campaign Assets. Advertising campaigns, keyword lists, ad copy, and similar deliverables created specifically for Client are licensed to Client for use in Client's own Amazon Advertising account during and after the engagement. AdZuri retains the right to use anonymized, aggregated learnings from such work to improve Services for other clients.

10.4 Marketing Use. Unless Client opts out in writing, AdZuri may reference its work with Client in marketing materials, case studies, and testimonials, provided that no confidential financial information is disclosed without Client's prior written consent.

10.5 Feedback. Any feedback, suggestions, or improvement ideas Client provides to AdZuri may be used by AdZuri without restriction or compensation.

11. CONFIDENTIALITY

11.1 Mutual Obligation. Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party in connection with the Services (“Confidential Information”), including but not limited to business strategies, financial data, account credentials, customer data, and proprietary methodologies.

11.2 Exclusions. Confidential Information does not include information that: (a) is publicly available; (b) was known to the receiving party prior to disclosure; (c) is independently developed without reference to Confidential Information; or (d) is required to be disclosed by law or court order.

11.3 Duration. Confidentiality obligations survive termination of these Terms for a period of three (3) years.

12. LIMITATION OF LIABILITY

12.1 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADZURI'S SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION.

12.2 Limitation of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADZURI'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO ADZURI IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 No Indirect Damages. IN NO EVENT SHALL ADZURI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST ROYALTIES, LOST DATA, LOSS OF GOODWILL, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF ADZURI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.4 Essential Basis. Client acknowledges that the limitations of liability set forth in this Section are an essential basis of the bargain between the parties and that AdZuri would not provide the Services without these limitations.

12.5 Jurisdictional Limits. Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, AdZuri's liability is limited to the maximum extent permitted by law.

13. INDEMNIFICATION

Client agrees to indemnify, defend, and hold harmless AdZuri, its members, officers, employees, contractors, and affiliates from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Client's breach of these Terms;

(b) Client's Content, books, listings, or marketing materials;

(d) Client's negligent, fraudulent, or wrongful acts or omissions;

(e) Any third-party claim that Client's Content or actions infringe upon any third-party rights;

(f) Suspension, termination, or restriction of Client Account by Amazon or any third-party platform.

14. DISPUTE RESOLUTION

14.1 Informal Resolution. Before initiating any formal dispute, the parties agree to attempt to resolve the dispute through good-faith negotiation for a period of at least thirty (30) days.

14.2 Binding Arbitration. If informal resolution fails, any dispute, claim, or controversy arising out of or related to these Terms or the Services shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in the State of Wyoming, in the English language, by a single arbitrator. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

14.3 Class Action Waiver. CLIENT AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

14.4 Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or confidential information.

14.5 Attorneys' Fees. In any action to enforce these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

15. GOVERNING LAW AND JURISDICTION

These Terms are governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles. Subject to Section 14, the parties consent to the exclusive jurisdiction of the state and federal courts located in Wyoming for any matter not subject to arbitration.

16. CHANGES TO TERMS

AdZuri reserves the right to modify these Terms at any time. Changes will be effective upon posting to AdZuri.com. For active Clients, AdZuri will provide reasonable notice of material changes. Continued use of Services after changes are posted constitutes acceptance of the modified Terms. If Client does not agree to the modified Terms, Client's sole remedy is to terminate the engagement in accordance with Section 9.

17. GENERAL PROVISIONS

17.1 Independent Contractor. AdZuri is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

17.2 Assignment. Client may not assign these Terms without AdZuri's prior written consent. AdZuri may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

17.3 Force Majeure. Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, internet outages, third-party platform failures, or pandemics.

17.4 Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full force and effect.

17.5 No Waiver. Failure by AdZuri to enforce any provision does not constitute a waiver of that provision or any other provision.

17.6 Notices. Notices to AdZuri must be sent in writing to the contact address listed on AdZuri.com or to a designated email address provided by AdZuri. Notices to Client may be sent to the email address on file.

17.7 Entire Agreement. These Terms, together with any applicable order forms, proposals, or invoices, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, communications, or representations on the subject matter herein.

17.8 Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

17.9 Electronic Acceptance. Client's payment for Services, electronic acknowledgment, or use of Services constitutes acceptance of these Terms and is legally binding.

18. CONTACT INFORMATION

For questions about these Terms, please contact: