Provider: AuditPilot LLC · EIN 42-5049570 · Terms v0.6

AuditPilot — Seller Services Terms (Draft v0.6)

Status: Counsel draft for internal redline — not formal attorney work product; not for signature until entity, fee %, and SP-API app details are filled.

Working assumptions: Success fee 12% of Recovered Amounts (Vadar/Ledger stamp 2026-09-12); FBA reimbursement recovery via SP-API read + Seller Central filing; US sellers first; auto-reimburse carve-out ON; liability floor $500 (G1 discuss); entity live (SOS + EIN); clickwrap/fees unblocked 2026-09-12.

Product (Forge): MVP SP-API = read only (no write). Stores: Postgres + object storage for reports; identity-only auth; scrubbed logs; Stripe billing; no third-party analytics with seller payloads.

1. Parties & engagement

**Provider:** **AuditPilot LLC**, a Texas limited liability company, d/b/a AuditPilot ("Provider") — EIN **42-5049570**; SOS Doc #1628962220002 (filed 2026-09-12).
**Seller:** the Amazon selling partner named in the order form / auth flow ("Seller").
By connecting an Amazon account (SP-API OAuth) and accepting these Terms, Seller engages Provider to perform the Services.

2. Services

Provider will use automated systems and human review to:

Identify potential FBA inventory / reimbursement / fee / returns opportunities from Seller’s Amazon data;
Prepare claim packs (evidence, amounts, recommended Seller Central path);
Track outcomes and report Recovered Amounts to Seller.

MVP filing model: Amazon does not expose a general SP-API “create reimbursement case” write. Claims are submitted in Seller Central (or Amazon’s reimbursement UI). Provider’s default MVP is identify + prepare. Optional submit-on-behalf only if Seller separately grants Seller Central access to Provider personnel / a named VA under Seller’s control, and Seller enables that mode in-product.

Out of scope unless separately agreed: non-FBA claims, tax/VAT recovery, account reinstatement, listing optimization, advertising, payout-ledger forensics requiring Finances-role data, or any use of Amazon data unrelated to reimbursement recovery.

3. Amazon authorization & filing authority

Seller authorizes Provider to access Seller’s Amazon Selling Partner data solely as needed for the Services, subject to Amazon’s SP-API Acceptable Use Policy, Data Protection Policy, and applicable Amazon policies.
**Data access (MVP):** read-only SP-API roles reasonably necessary for recovery (Orders; Reports including FBA reimbursements / inventory / returns as implemented; Listings/Catalog; Selling Partner account info). No SP-API write in MVP. Finances role not in MVP unless Seller opts into payout-audit scope later.
**Filing authority:** (a) Seller (or Seller’s staff) may submit Provider-prepared claims; (b) if Seller enables submit-on-behalf and grants Seller Central access, Seller authorizes named Provider operators to open, manage, respond to, and close reimbursement-related cases **on Seller’s behalf** for the Services.
Seller remains the account owner and is responsible for account standing, accurate cost/manufacturing inputs Amazon requires, and compliance with Amazon’s selling policies.
Provider will not request SP-API roles or data categories beyond what is reasonably necessary (no customer PII unless Seller and Provider separately document a permitted purpose).

4. Success fee

**Fee:** **12%** of each **Recovered Amount** ("Success Fee") — locked Vadar/Ledger 2026-09-12.
**Recovered Amount** means cash or account credit Amazon actually posts to Seller attributable to a claim or case that Provider identified, prepared, or filed under these Terms, measured within [30] days of Amazon’s posting.
**Not Recovered Amount (no fee):** (a) **auto-reimbursements** Amazon pays with no material Provider work (**carve-out ON** — Vadar); (b) amounts Seller recovers solely through Seller’s own unaided filings after terminating Provider; (c) chargebacks, reversals, or clawbacks by Amazon (see §5); (d) goodwill gestures Amazon grants unrelated to Provider’s claim.
Invoices due [Net 15] from invoice date (or auto-debit if Seller enables Stripe / payouts). Disputed fees: Seller must notify Provider in writing within [15] days with reasonable detail; undisputed amounts remain payable.

5. Clawbacks & Amazon reversals

If Amazon reverses, reduces, or reclaims any Recovered Amount (in whole or part), the related Success Fee is reduced proportionally.
Provider will credit or refund the excess Success Fee within [30] days of notice of the reversal (or net against future fees).
Provider’s obligation is limited to return of Success Fees actually received on the reversed amount — **not** indemnifying Seller for the underlying Amazon reversal itself.
Seller must promptly notify Provider of any Amazon reversal notice related to Provider-touched claims.

6. No guarantee; Amazon policy risk

Provider does not guarantee any recovery, claim approval, timeline, or account outcome.
Amazon may change reimbursement policies, evidence requirements, manufacturing-cost rules, or API access at any time; Provider may pause or modify the Services to stay compliant.
Seller acknowledges Amazon may suspend API access or selling privileges for policy violations; Provider is not liable for Amazon enforcement actions except to the extent caused by Provider’s willful misconduct.

7. Data use, retention & AI disclosure

Provider uses Seller’s Amazon data **only** to perform the Services for that Seller — no sale of Seller data; no cross-seller aggregation for resale or competitive analytics.
Seller data is logically isolated per Seller (including tokens, caches, snapshots, findings, and raw reports in object storage).
No third-party analytics tools may receive raw seller Amazon payloads.
**Automation disclosure:** Provider may use automated agents / models to analyze data and draft claim packs. Material submissions may be subject to Provider’s quality controls. Outputs are based on Seller’s own Amazon data; Provider will not knowingly submit fabricated facts to Amazon.
On termination or Seller disconnect: Provider revokes tokens and deletes or anonymizes Seller’s Amazon-derived data within [30] days, except records required for fees, disputes, legal compliance, or Amazon audit requests (kept under restricted access).

8. Fees, taxes & collections

Success Fees are exclusive of applicable taxes; Seller is responsible for taxes on its reimbursements. Provider invoices any required sales/use tax on the Services as determined with Provider’s tax advisor.
**Characterization (for invoices / tax checklist — not a tax opinion):** the Success Fee is a **contingent B2B service fee** for identifying and pursuing Amazon FBA reimbursements owed by Amazon to Seller — not a loan, not factoring, not purchase of receivables, and not consumer-debt collection. If Provider later sells separate SaaS subscription access, that fee should be invoiced on a separate line as platform access.
Late amounts may accrue [1.5%/month] or the max allowed by law. Provider may suspend Services for nonpayment after [10] days’ notice.
Fee collection stays B2B between Provider and Seller only.

9. Intellectual property

Provider retains all rights in AuditPilot software, models, playbooks, and generic claim logic.
Seller retains rights in Seller’s Amazon account data and Seller-confidential information.
Feedback may be used by Provider to improve the Services without obligation.

10. Confidentiality

Each party keeps the other’s non-public business and technical information confidential, except for disclosures required by law, Amazon, or professional advisors under confidentiality, or information that is public through no fault of the receiving party.

11. Disclaimers & liability cap

Services are provided **as is** except as expressly stated. No implied warranties of merchantability, fitness, or non-infringement.
**Cap:** Provider’s total liability under these Terms in any [12]-month period is limited to the greater of (i) Success Fees paid to Provider in that period or (ii) **$500** (G1 working floor — Vadar; optional, confirm at G1).
Neither party liable for indirect, incidental, special, consequential, or lost-profits damages, except for breach of confidentiality, §7 data misuse, or Seller’s unpaid fees.
**Exclusions from cap:** Provider’s willful misconduct; Seller’s payment obligations; either party’s IP infringement of the other’s retained IP.

12. Term & termination

Starts on acceptance / first successful Amazon authorization; continues until terminated.
Either party may terminate for convenience on [14] days’ notice.
Either party may terminate immediately for material breach uncured within [10] days of notice, or if Amazon disables required API access permanently.
Survival: §§4–5 (accrued fees/clawbacks), 7–11, 13.

13. General

Governing law / venue: **Texas** law; exclusive courts of **Bexar County, Texas**, except Provider may seek injunctive relief elsewhere.
These Terms + order form / auth screen are the entire agreement on the Services.
Amazon is not a party; nothing here modifies Amazon’s agreements with Seller or Provider.
If a provision is unenforceable, the rest remains in effect.

Counsel open items before signature

1. ~~SOS + EIN~~ — COMPLETE (Doc #1628962220002 · EIN 42-5049570). Fee/clickwrap hard-stop lifted.

2. ~~Pick single Success Fee %~~ — locked at 12% (Vadar/Ledger).

3. ~~Auto-reimbursement carve-out~~ — ON (Vadar). Confirm product can detect “no material Provider work.”

4. Align retention/deletion windows with live SP-API DPP implementation (Forge).

5. ~~Liability floor~~ — working proposal $500 for G1 discussion (Vadar).

6. ~~GDPR/UK DPA~~ — later (US-first).

7. If submit-on-behalf ships: document named operators + Seller Central access method (no shared master passwords in cleartext; prefer Seller-owned VA login).

8. Fee % locked — route clickwrap to Forge once entity locks; Pulse waitlist may show 12% (claims-clear); no publish of full legal text until clickwrap ready.

G1 presentation note

Present alongside AuditPilot G1 compliance checklist; hard gate remains: no live filings until must-fix 1–5 + signed Terms (or clickwrap acceptance logged). MVP live = identify/prepare (+ optional Seller Central submit-on-behalf if enabled).