Version 1.1 — Effective July 6, 2026
These Standard Terms of Service (the “Agreement” or the “Terms”), together with the online order form, service selection, and service description to which these Terms are linked or attached (collectively, the “Online Agreement”), govern the relationship between O&A Investments LLC, doing business as Amerify Co. (the “Contractor”), and the client identified in the Online Agreement (the “Client”; and together with Contractor, the “Parties”). The Services, Fee, payment terms, and any deal-specific terms are as set forth in the Online Agreement. In the event of a conflict between these Terms and the Online Agreement, the terms of the Online Agreement shall prevail. For purposes of this Agreement, “Effective Date” means the date the Online Agreement is accepted or signed by Client, unless another effective date is stated in the Online Agreement, and “Deliverables” means any deliverables expressly identified in the Online Agreement.
RECITALS
Client desires to retain Contractor to provide the one-time services described in the Online Agreement (collectively, the “Services”); and
The Contractor has agreed to provide the Services for the Client.
AGREEMENT
In consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:
1. Appointment of Contractor; Term; Statements of Work.
a. Appointment and Acceptance. Client hereby appoints Contractor to provide the Services in accordance with the terms and conditions of this Agreement. Contractor hereby accepts such appointment and agrees to provide the Services subject to, and in accordance with, the terms and conditions of this Agreement.
b. Term. This Agreement shall commence on the Effective Date and remain in effect until Contractor has completed and delivered the Services described in the Online Agreement, at which point this Agreement shall expire automatically (the “Term”). This is a one-time engagement: it does not renew automatically, and no recurring, ongoing, or additional fees apply beyond the one-time Fee set forth in the Online Agreement. Any additional or future services would require a separate agreement.
c. Modifications to Services. The Parties agree that the Services may be modified only by means of written agreement, signed by both Parties, which shall specify all changes to the Services and shall be subject to the terms of this Agreement except as otherwise provided therein. Material changes to the scope of the Services may be subject to an additional fee as agreed between the Parties.
2. Fees.
As consideration for the Services, Client agrees to pay Contractor the one-time Fee set forth in the Online Agreement (the “Fee”), payable in full in accordance with the payment terms set forth therein. Unless otherwise stated in the Online Agreement, the Fee is payable upon execution of this Agreement and is earned upon Contractor’s commencement of the Services.
3. Independent Contractor.
a. Relationship. Nothing contained herein or in any document executed in connection herewith, shall be construed to create an employer-employee relationship, partnership, or joint venture relationship between Client and Contractor. Contractor is an independent contractor and not an employee of Client or any of its subsidiaries or affiliates. The Fee shall be the sole consideration due to the Contractor for the Services, unless otherwise agreed in writing between the Parties. It is understood that Client will not withhold any amounts for payment of taxes from the payment(s) made to Contractor hereunder.
b. Agents. Contractor shall be solely responsible for all of its directors, officers, employees, representatives, subcontractors, and agents (collectively, “Contractor Agents”) and shall at all times supervise and oversee such Contractor Agents. Client shall be solely responsible for all of its directors, officers, employees, representatives, subcontractors, and agents (collectively, “Client Agents”) and shall at all times supervise and oversee such Client Agents.
4. Confidentiality; Non-Publicity; Non-Disparagement and Non-Solicit.
a. Confidential Information. Except as set out in subsection (b) below, “Confidential Information” means any and all information disclosed on or after the Effective Date, by either Party (a “Disclosing Party”) to the other Party (a “Recipient”) or its related persons and entities, including its and their direct and indirect principals, equity holders, managers, directors, employees representatives and/or agents (collectively, “Affiliate Persons”), the terms of this Agreement, Deliverables (if any), the operations of Affiliate Persons, the Services, and any other information disclosed to or otherwise learned by the Recipient or its employees about the Disclosing Party, either directly or indirectly, whether in writing, orally or by drawings or other observation, including information of any third party, including customers, learned or otherwise acquired by the Recipient in connection with the Services or this Agreement. Each Party agrees at all times during, and for five (5) years after the Term (i) to hold in strictest confidence all Confidential Information of the other Party; (ii) for Recipient to not use any Confidential Information of Disclosing Party except for the benefit of Recipient and in accordance with the terms of this Agreement; and (iii) to not disclose any Confidential Information to any person or entity without prior written authorization of the Disclosing Party; provided, however, that Contractor may disclose Confidential Information of Client to its employees, contractors and advisors solely if and to the extent (x) such employees, contractors and advisors have a need to know such Confidential Information in order to perform Contractor’s Services under this Agreement; (y) such employees, contractors and advisors are bound by confidentiality obligations similar to those contained herein; and (z) Contractor shall remain responsible for any and all breaches by such employees, contractors and advisors. Notwithstanding the foregoing, Recipient may disclose the Confidential Information if required to do so by court order or other legal process, in which case Recipient shall notify Disclosing Party of any such order to the extent it is legally permitted to do so and cooperate with the Disclosing Party to obtain a protective order at Disclosing Party’s expense.
b. Notwithstanding the foregoing, Confidential Information does not include any of the information (i) which has become publicly known and made generally available through no wrongful act of the Recipient or any of its employees (or any other person or entity who was under confidentiality obligations as to the item or items involved), or (ii) which is independently developed without using or reference to the Confidential Information. Each Party shall, upon expiration or termination of this Agreement, or at any other time upon written request by the other Party deliver (and will not keep in its possession, recreate, or deliver to anyone else) any Confidential Information or any copies thereof unless agreed in writing by the Parties.
c. Non-Disparagement. Each Party shall not knowingly make false statements of fact about the other Party or its officers, employees, contractors, or services. Nothing in this Agreement restricts either Party from making truthful statements, providing honest reviews or feedback, communicating with counsel, accountants, insurers, regulators, law enforcement, or courts, or pursuing any legal right or remedy.
d. Non-Solicit. During the Term and for a period of twelve (12) months after termination (the “Restricted Period”), Client shall not knowingly solicit for employment or engagement any employee or individual contractor of Contractor who was materially involved in providing the Services to Client. This restriction does not prohibit general solicitations not targeted at Contractor personnel, or hiring a person who responds to such a general solicitation without other solicitation by Client. If Client breaches this Section 4(d) and hires such a person, Client shall reimburse Contractor for its documented, reasonable out-of-pocket recruiting and onboarding costs to replace that person, capped at $10,000 per person hired. Contractor may also seek injunctive relief for an actual or threatened breach of this Section.
5. Termination.
a. Termination for Cause. Either party may terminate this Agreement for cause if the other party (“Defaulting Party”) materially breaches any of the material terms of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice from the other party.
b. Cancellation by Client. Because this is a one-time engagement for which the Fee is paid in full upfront and is earned upon commencement of the Services, the Fee is non-refundable except as required by law. If Client elects to cancel after the Services have commenced, Contractor will deliver the work completed through the cancellation date, and no portion of the Fee corresponding to work performed shall be refundable. The Parties acknowledge there is no recurring term and therefore no notice period is required for the Agreement to conclude; it concludes upon delivery of the Services.
c. Final Accounting. Upon termination or expiration of this Agreement, the Client shall pay the Contractor any unpaid amounts owing for the Services through the termination or completion date.
d. Conduct-Based Termination. Contractor may suspend communications or terminate this Agreement immediately if Client or Client’s representative engages in threats, harassment, discriminatory abuse, or repeated hostile communications that materially impair Contractor’s ability to perform. Except for threats of violence, unlawful harassment, or safety-related conduct, Contractor will first provide written notice describing the conduct and a reasonable opportunity to cure. Upon termination under this Section, Client remains responsible for Fees earned through the termination date and approved expenses, but not for unearned Fees solely because Contractor elected to terminate under this Section.
e. Survival. The following provisions survive expiration or termination of this Agreement: all payment obligations accrued before termination; confidentiality, non-publicity, non-disparagement, and non-solicit; data protection and the return or destruction of Confidential Information; ownership and license provisions; warranty disclaimers; indemnification; limitation of liability; and governing law, venue, waiver of jury trial, and attorneys’ fees. Any other provision that by its nature or stated duration is intended to survive termination shall remain in effect.
6. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT FOR (A) CLIENT’S PAYMENT OBLIGATIONS, (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, (C) EITHER PARTY’S FRAUD, WILLFUL MISCONDUCT, OR VIOLATION OF LAW, AND (D) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR MISUSE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY: (I) EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO CONTRACTOR UNDER THE ONLINE AGREEMENT, PROVIDED THAT LIABILITY FOR A BREACH INVOLVING PERSONAL INFORMATION, PLATFORM CREDENTIALS, OR TRADE SECRETS SHALL NOT EXCEED TWO (2) TIMES THAT AMOUNT, AND THE EXISTENCE OF MORE THAN ONE CLAIM OR CAUSE OF ACTION WILL NOT ENLARGE THE FOREGOING LIMIT; AND (II) NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY, ENHANCED, OR INDIRECT DAMAGES, OR FOR LOST PROFITS OR REVENUES, DIMINUTION IN VALUE, OR BUSINESS-INTERRUPTION DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, EXCEPT TO THE EXTENT SUCH DAMAGES ARE PAYABLE TO A THIRD PARTY UNDER AN INDEMNIFIED CLAIM.
7. Ownership of Deliverables.
a. Subject to Client’s payment of all applicable Fees, Contractor assigns to Client all of Contractor’s right, title, and interest in the final, client-specific Work Product expressly identified as a Deliverable in the Online Agreement, which shall become the sole and exclusive property of Client automatically upon such payment. To the extent Contractor incorporates any of Contractor’s Background Intellectual Property in the Work Product, Contractor hereby grants to Client a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use the incorporated Background Intellectual Property in order to obtain the use and commercial benefit of the Work Product. Contractor shall, at Client’s request and expense, execute such documents as Client may reasonably require to evidence or perfect Client’s rights in the Work Product. This Agreement does not assign or grant to Client any rights in Contractor’s Background Intellectual Property, third-party materials, platform tools, templates, know-how, concepts, strategies, or any materials not expressly delivered as final Work Product, beyond the limited license set forth herein. “Background Intellectual Property” means all intellectual property owned by or licensed to Contractor prior to or independently of this Agreement, and all improvements or modifications thereto. The “Work Product” means the deliverables, if any, identified in the Online Agreement.
8. Representations and Warranties; Additional Covenants; Warranty Exclusions.
a. Representations and Warranties of Contractor. Contractor represents, warrants and covenants that (i) Contractor has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) this Agreement constitutes a valid and binding obligation of Contractor enforceable in accordance with its terms; and (iii) the Services will be performed with such reasonable care and skill as is consistent with industry standards for such Services.
b. Representations and Warranties of Client. Client represents, warrants, and covenants that (i) Client has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) this Agreement constitutes a valid and binding obligation of Client enforceable in accordance with its terms; (iii) if Client is not a natural person, the execution of this Agreement by its representative has been duly authorized by all necessary action; and (iv) the information provided to Contractor for completing the Services is and will be accurate and complete in all material respects and will not infringe the intellectual property rights of any third parties.
c. WARRANTY EXCLUSIONS. CONTRACTOR IS BEING ENGAGED ONLY TO PROVIDE THE SERVICES SET FORTH IN THIS AGREEMENT AND THE ONLINE AGREEMENT, INCLUDING ANY AGREED DELIVERABLES. CLIENT ACKNOWLEDGES THAT THE SERVICES ARE AN ITERATIVE PROCESS AND MAY REQUIRE MODIFICATION IN RESPONSE TO CHANGES IN AMAZON’S, TIKTOK’S, OR OTHER PLATFORMS’ POLICIES AND REQUIREMENTS. WITH THE EXCEPTION OF THE REPRESENTATIONS AND WARRANTIES IN SECTION 8(a), CONTRACTOR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATING TO THE SERVICES OR DELIVERABLE, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CONTRACTOR MAKES NO WARRANTY THAT THE SERVICES AND ANY WORK PRODUCT WILL MEET CLIENT’S REQUIREMENTS, THAT THE RESULTS OBTAINED FROM THE SERVICES OR ANY DELIVERABLES WILL BE SATISFACTORY, OR THAT THE SERVICES OR ANY DELIVERABLES WILL MEET CLIENT’S EXPECTATIONS. THE REPRESENTATIVES OF CONTRACTOR HAVE NO AUTHORITY TO GIVE ANY WARRANTIES ON BEHALF OF CONTRACTOR. CLIENT IS SOLELY RESPONSIBLE FOR THE IMPLEMENTATION OF ANY COURSE OF ACTION BASED ON SUCH SERVICES.
9. Miscellaneous.
a. No Waiver. Failure to invoke any right, condition, or covenant in this Agreement by either Party shall not be deemed to imply or constitute a waiver of any rights, condition, or covenant, and neither Party may rely on such failure.
b. Assignment. Either Party may assign this Agreement, without the other Party’s consent, to an affiliate or in connection with a merger, reorganization, sale of substantially all of its assets, or change of control, provided the assignee assumes the assigning Party’s obligations. Otherwise, neither Party may assign this Agreement without the other Party’s prior written consent, which shall not be unreasonably withheld. Contractor may use subcontractors to perform the Services but remains responsible for their performance.
c. Notices. All notices, requests, demands and other communications required under this Agreement shall be in writing, in English, and shall be deemed to have been duly given if delivered (i) personally, (ii) on the day of transmission if sent by electronic mail (“e-mail”) to the e-mail address set forth in the Online Agreement, and confirmation in writing of receipt is obtained promptly after completion of the transmission (a “read receipt” e-mail back to the sender will constitute such confirmation), (iii) by overnight delivery with a reputable national overnight delivery service, or (iv) by mail or by certified mail, return receipt requested, and postage prepaid (“Notice”). If any Notice is mailed, it shall be deemed given five (5) calendar days after the date such notice is deposited with the postal service.
d. Entire Agreement and Amendments. This Agreement (together with the Online Agreement) constitutes the entire agreement of the Parties with regard to the subject matter hereof and replaces and supersedes all other prior or concurrent agreements and understandings, whether written or oral. No amendment or extension of this Agreement shall be binding unless in writing and signed by both Parties, or as otherwise effected through the Online Agreement.
e. Construction. The headings of this Agreement are for purposes of reference only and will not limit or otherwise affect the meaning hereof. The words “include” and “including” will be read as being followed in each case by the words “without limitation.” Any reference herein to “dollars” or “$” shall mean United States dollars unless otherwise specified in the Online Agreement. The term “business day” means a day other than a Saturday, Sunday, or other day on which commercial banks in the State of Wyoming are authorized or required to close. Each Party represents and agrees that it has been represented by, or had the opportunity to be represented by, independent counsel of its own choosing, that it has carefully read and fully understands this Agreement in its entirety, and that it has executed this Agreement free from coercion, duress or undue influence. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.
f. Counterparts; Electronic Delivery. This Agreement may be executed and accepted electronically, including through the Online Agreement, and may be executed in multiple counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Delivery and acceptance by electronic means will be treated in all manner and respects as an original and will be considered to have the same binding legal effect as an original signed version delivered in person. Each Party waives any defense to the formation of a contract based on the use of electronic delivery or acceptance, except to the extent such defense is solely based on lack of authenticity.
g. Binding Effect. This Agreement shall be binding upon and shall inure to and is solely for the benefit of, Client and Contractor and their successors and permitted assigns. This Agreement shall not be deemed to benefit or to confer upon or give to any other person or entity any remedy, claim of liability or reimbursement, cause of action or other right.
h. Severability. The invalidity or the inability to enforce any provision of this Agreement shall not affect the validity or enforceability of any other provision. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remainder of this Agreement shall remain in full force and effect and shall in no way be impaired.
i. Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wyoming without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the State of Wyoming. Any court proceeding permitted under this Agreement shall be brought exclusively in the state courts located in Sheridan County, Wyoming, or, if federal jurisdiction exists, in the United States District Court for the District of Wyoming, and each Party irrevocably submits to the jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.
j. Equitable Relief. Notwithstanding the foregoing, the Parties acknowledge and agree that a remedy at law for breaches or attempted breaches of the provisions of Section 4 (Confidentiality; Non-Solicit) may be inadequate, and therefore, each Party is entitled to seek specific performance and injunctive or other equitable relief in the event of any such breach or attempted breach, in addition to any other rights or remedies available to the Parties at law or in equity.
k. Prevailing Party. In any action or proceeding to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees, court costs, and expenses from the non-prevailing Party.
l. Waiver of Jury Trial. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
10. Client Responsibilities.
Client is solely responsible for its products, product claims, regulatory compliance, platform accounts, inventory, fulfillment, taxes, and compliance with the terms and policies of Amazon, TikTok, and any other applicable platform. Client shall not direct Contractor to take any action that violates applicable law or any platform’s terms of service. Advertising spend, platform fees, and other third-party costs are the sole responsibility of Client and are billed to Client’s own payment method unless the Online Agreement expressly states otherwise. Client shall grant Contractor the access reasonably necessary to perform the Services, shall provide required materials and approvals on a timely basis, and remains at all times the owner of its accounts and the seller of record for all products sold thereunder.
11. Data Protection.
Contractor shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Confidential Information, personal information, platform data, and account-access credentials processed in connection with the Services. Contractor shall use Client data only to perform the Services, comply with law, prevent fraud or security incidents, and administer the relationship. Contractor shall promptly notify Client after confirming any unauthorized access to Client personal information or platform credentials and shall reasonably cooperate with Client’s legally required response. Contractor does not guarantee that Internet transmissions or third-party platforms will be error-free or completely secure.
12. Duties to Maintain Confidentiality.
Except as permitted in Section 4 (Confidentiality), the Parties: (a) shall not make any public announcement or statement containing Confidential Information without prior written consent of the Party concerned except to the extent required to comply with the direction of a legal authority; (b) shall not mention or otherwise use the name or trademark of the other Party or its affiliates in any publication, press release, promotional material or other form of publicity without the prior written consent of the appropriate officer designated by the Party concerned; (c) shall take all steps as may be reasonably necessary to protect the integrity of the Confidential Information and to ensure against any unauthorized disclosure thereof; (d) shall promptly inform the Party concerned of any potential or accidental disclosure of the Confidential Information and take all steps, together with the Party concerned, to retrieve and protect the said Confidential Information; and (e) shall use the Confidential Information only for the purpose for which it was provided and not profit from the same in any unauthorized manner to the exclusion of the Party concerned.
13. Indemnification.
a. By Client. Client shall defend, indemnify, and hold harmless Contractor and its officers, employees, contractors, and agents from any third-party claim, and any resulting losses, fines, penalties, damages, costs, and expenses (including reasonable attorneys’ fees), arising from Client’s products, product claims, listings, content or materials supplied by Client, taxes, fulfillment, customer service, inventory, regulatory compliance, platform-policy violations not caused by Contractor, or Client’s instructions to Contractor.
b. By Contractor. Contractor shall defend, indemnify, and hold harmless Client from any third-party claim alleging that Work Product created by Contractor, as delivered and used as authorized, infringes a United States intellectual-property right, except to the extent the claim arises from Client materials, Client instructions, modifications not made by Contractor, or platform requirements.
c. Procedure. The indemnified Party shall promptly notify the indemnifying Party of the claim, permit the indemnifying Party to control the defense and settlement (provided that any settlement requiring an admission of liability or payment by the indemnified Party requires that Party’s prior written consent), and reasonably cooperate at the indemnifying Party’s expense.