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Client Agreement Terms

GNO Partners

Last Updated: March 31, 2024

1. Engagement and Services:

  1. Engagement. The Customer hereby engages the Service Provider to provide and perform the Services, and the Service Provider hereby accepts the engagement. More specifically, the Service Provider shall perform the following: (i) have a weekly online meeting (via Zoom or similar service) with Customer; and (ii) provide ongoing advice via a dedicated Slack channel.
  2. Standard of Services. All Services to be provided by Service Provider shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected of a Service Provider with the background and experience that Service Provider has represented to possess. The Customer shall provide such access to its information and personnel as may be reasonably required in order to permit the Service Provider to perform the Services. Further, Service Provider and the Customer acknowledge and agree that (i) the Services hereunder will be rendered online or via other means of communication; and (ii) such Services shall not be a full-time obligation of Service Provider, but Service Provider, its employees, and contractors shall devote such time to providing the Services to Customer as necessary to satisfy Service Provider’s obligations under the Agreement. Service Provider shall be free to dispose of such portion of its personnel’s time, energy, and skill that it is not obligated to devote to the Customer under the Agreement, in such manner as it sees fit and to such persons, firms, or corporations as Service Provider deems advisable, so long as it complies with all terms and conditions of the Agreement. Service Provider shall also be free to provide consulting services to any customer, regardless of any conflict with Customer and the Store.
  3. Personnel, Sub-Contractors, Tools, Instruments, and Equipment. Service Provider shall provide the Services using Service Provider’s and its affiliates’ own personnel, sub- contractors, tools, instruments and equipment, and shall have full discretion in choosing the place and method of performing the Services.
  4. Representation and Warranty. Service Provider represents and warrants to the Customer that it is under no contractual or other restrictions or obligations which are inconsistent with the execution of the Agreement or which will interfere with the performance of the Services.

2. Customer’s Responsibilities:

  1. No Guaranty and Business Risks: Customer hereby accepts and understands that having Service Provider advise on optimization and growth strategies is in no way a guaranty of the Store’s success. Customer hereby accepts and understands that e-commerce is an ever-changing business that is subject to many different types of business risks, including but not limited to: (i) a changing legal environment in which regulations can emerge or change that affect the marketability of Amazon products; (ii) macroeconomic changes that affect consumer spending, the emergence of recessions and the like; (iii) changes in the popular appeal of and demand for different types of Amazon products; (iv) changes in Amazon’s terms and conditions, including Amazon’s fees, to which Service Provider and Customer are bound, which may affect the marketability of the Store’s products; (v) market forces, including increased and/or changing levels of competition for any given product from other sellers of such product; and (vi) unforeseen events, force majeure, and other external events that could affect the performance, or profitability, of any Amazon store or class of products. Customer hereby agrees and understands that there are no guarantees as to the Store’s profitability at any time. Customer hereby acknowledges that Service Provider is not responsible for any disruption to Customer’s business.
  2. Customer further agrees and understands that Service Provider is not Customer’s employee, but rather an independent Service Provider and that the relationship contemplated by the Agreement will be a collaborative, professional relationship of equals where mutual professional respect, courtesy, and consideration are expected. Due to the virtual nature of the relationship, the Parties both understand that most of the communication is expected to be via Slack, Zoom and similar channels of communication. Customer understands that Service Provider is a business with other Customers to serve, and requires reasonable notice in order to attend to requests and projects. Customer understands that Service Provider may require detailed clarification of projects in order to meet expectations and provide the best support and highest quality work.
  3. Customer is the owner of their Amazon business and are responsible for all requirements of that business, including compliance of the Store’s products with all applicable laws. Customer assumes sole responsibility for claims that the Store, or any of the Store’s products, has infringed the intellectual property rights of a third party.
  4. Service Provider is not responsible for any information provided to Service Provider by Customer including any proprietary information. Customer recognizes that any such information provided to Service Provider is at Customer’s own risk and that Service Provider has absolutely no obligation whatsoever to safeguard said information.

3. Term and Termination:

The Agreement shall commence on the Effective Date and shall remain in force until terminated in writing by either Party upon seven (7) days prior written notice to the other for cause or no cause. The Parties expect that the term of the Agreement will be 4 to 6 months.

4. Trial period and Refund Guaranty:

During the first 30-day period of the term of the Agreement, Customer may opt to terminate the Agreement by written notice with immediate effect, for any reason or no reason at all, and Service Provider will promptly return the full Fee paid by Customer for the first month of the engagement hereunder.

5. Indemnification:

Customer agrees to indemnify the Service Provider and its officers, agents, and employees against all claims, losses, damages and costs (including reasonable attorneys’ fees) for any damage caused by, or claims arising from, the provision of the Services to Customer or from breach of the Agreement.

6. Limitation Of Liability:

  1. UNDER NO CIRCUMSTANCES WILL ANY PARTY OR ITS AFFILIATES OR VENDORS, OR ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF THE PARTIES, OR ITS AFFILIATES OR VENDORS, BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, HOWEVER OR WHENEVER ARISING, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST REVENUE, LOST PROFITS, ANTICIPATED PROFITS, LOST BUSINESS OR INJURY TO BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT, INCLUDING NEGLIGENCE, CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. Although Service Provider may from time to time suggest best practices or refer Customer to a competent third-party professional, Service Provider does not assume responsibility for the advice or services performed by such third parties. Moreover, Customer is responsible for determining and addressing all tax consequences of the operation of the Store, and filing of tax reports per applicable laws. Moreover, Customer will be responsible for diligently complying with all tax obligations resulting from the operation of the Store in accordance with the applicable laws worldwide.

7. General Provisions:

  1. Notices: All notices and other communications in connection with the Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or: ( i) when delivered, if sent by personal delivery to the addressee; (ii) when sent, if sent by electronic mail on a business day and during normal business hours of the addressee, and otherwise, at the beginning of the first business day in the place of addressee following transmission, in each case provided that there is a confirmation of successful receipt of the transmission; (iii) five (5) business days after deposit with an internationally recognized courier, freight prepaid, with written confirmation of receipt. All communications shall be sent to a Party at its address or contact details as set forth below or to such address or contact details as subsequently modified by written notice given in accordance with the Agreement. All notices to Service Provider shall be sent to Ouriel@gnopartners.com
  2. Non-solicitation: During the term of the Agreement and for a period of one (1) year after termination or expiration, Customer shall not in any way endeavor to hire or contract with any member of Service Provider’s team(s), nor shall Customer attempt to encourage any member of Service Provider’s team(s) to terminate their relationship with Service Provider.
  3. Severability, Headings: In the event any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. The Parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect the Agreement.
  4. Dispute Resolution: It is the intention of the Parties hereto that the Agreement and the performance hereunder and all suits and special proceedings hereunder be construed in accordance with and under and pursuant to the laws of the State of Israel and that in any action, special proceedings or other proceedings that may be brought arising out of, in connection with, or by reason of the Agreement, the laws of the State of Israel shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted. Venue of any action or proceeding arising out of or in connection with the Agreement shall be exclusively in the courts of the State of Israel.
  5. No Third-Party Beneficiaries: The Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to, or shall confer upon, any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under, or by reason of, the Agreement.
  6. Each Party hereto represents and warrants that they have the power and authority to execute the Agreement individually or on behalf of the respective entity for which they have signed and that the Agreement is binding and enforceable against the respective Parties hereto to the fullest extent permitted by law.
  7. Electronic Signatures: This Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when (i) a Party’s electronic signature (which may be evidenced by either Party clicking the “Submit,” “Accept” or other equivalent indicators on the applicable website) is associated with this Agreementthe Agreement and related documents; (ii) such Party consents and intends to be bound by this Agreementthe Agreement and related documents, and/or (iii) the Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or otherwise store the electronic record).
  8. Waiver: The failure of any Party to insist on or enforce strict performance of any provision of this Agreementthe Agreement, or to exercise any right or remedy under this Agreementthe Agreement or applicable law will not be construed as a waiver or relinquishment of the right to assert or rely upon any such provision, right or remedy in that or any other instance. Waiver by either Party of a breach of any provision contained herein must be in writing, and no such waiver may be construed as a waiver of any other and/or succeeding breach of such or any other provision of this Agreement, or a waiver of the provision itself.
  9. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior communications or agreements relating thereto, whether oral or in writing. No additions, changes or modifications, renewals, terminations, or extensions hereof, shall be binding unless reduced in writing and signed by all Parties.
  10. Gender and Number: In all references herein to any Parties, persons, entities, or corporations the use of any particular gender or the plural or singular number is intended to include the appropriate gender or number as the text of the within instrument may require. All the terms, covenants and conditions herein contained shall be for and shall inure to the benefit of and shall bind the respective Parties hereto, and their heirs, executors, administrators, personal or legal representatives, successors and assigns.
  11. Parity: This Agreement shall be deemed to have been drafted by both Parties equally, and therefore, in the event that any litigation arises under or as a result of this Agreement, it is specifically stipulated and agreed to by Service Provider and Customer that this Agreement shall be interpreted and construed without regard to any rule of construction whereby ambiguities in an instrument are resolved against the party that drafted the instrument in question.