1. Agreement to these terms
These Terms of Service (the “Terms”) are a contract between Black Bear Group LLC, a California limited liability company doing business as Sellrbox (“Sellrbox”, “we”, “us”), and the business that subscribes to our software (the “Customer”, “you”). They govern your access to and use of Astra, our web application and any related mobile applications, together with the support and account services we provide around it (together, the “Service”).
By creating an account, starting a trial, or using the Service, you accept these Terms. If you are accepting on behalf of a company, you confirm that you have the authority to bind it, and “you” means that company. If you do not accept these Terms, do not use the Service.
Two other documents form part of this agreement. The first is any order form, quote, or written plan description you sign up under. The second is our Privacy Policy. Where an order form we have both signed conflicts with these Terms, the order form governs for that Customer. These Terms prevail over any conflicting terms in a purchase order or other document you issue, whether or not we have signed it.
2. Who we are and what Astra does
Sellrbox builds Astra, software that automates advertising for sellers and brands on Amazon. Astra connects to your Amazon Advertising account with your authorization and does two things:
- Automated campaign optimization: working from a target ACOS (advertising cost of sale) and the strategy settings you choose, Astra creates, adjusts, pauses, and stops advertising campaigns, including bid changes, keyword harvesting, dayparting schedules, and negative targeting.
- Performance reporting: Astra reports on what your campaigns did and what it did to them.
We may change, add to, or withdraw features over time. If we withdraw a feature that is material to your use of the Service, we will give you reasonable notice, and if the change materially reduces the Service's functionality for you during a term you have paid for, you may terminate under section 21 and receive a pro rata refund of fees covering the unused remainder of that term.
3. Eligibility and your account
The Service is sold to businesses for business use. It is not directed to consumers or to anyone under 18. You may not use the Service if applicable law bars you from doing so, or if we have previously terminated your account.
You may allow your employees, contractors, and agency staff to use the Service under your subscription (each a “User”). You are responsible for what your Users do and do not do, as if it were your own conduct, and for removing a User's access when they should no longer have it.
- Accurate information: you agree to give us true, current, and complete account and billing information, and to keep it up to date.
- Credentials: each User sets and keeps their own password. Do not share credentials between people, and do not let anyone use an account that is not theirs.
- Notify us: tell us promptly at hello@sellrbox.com if you believe an account has been accessed without authorization.
- Your responsibility: you are responsible for activity that happens under your accounts, except to the extent it results from our own breach of these Terms.
4. Free trial
We offer a 30-day free trial with access to the Explorer feature set. No payment method is required to start one, and a trial does not turn into a paid subscription on its own. At the end of the trial, the Service stops unless you choose a plan.
A trial is offered for evaluation, one per business. We may shorten, suspend, or withdraw a trial at any time, and we may decline to offer one. During a trial the Service is provided as is, with the disclaimers in section 18 applying in full and with no support commitment beyond what we choose to give.
Automation you switch on during a trial acts on your live Amazon Advertising account and spends real money. Section 10 applies to a trial exactly as it applies to a paid subscription.
5. Plans, fees, and taxes
Use of the Service is paid by subscription. Current plans and prices are published at our pricing page, and the prices that apply to you are the ones in effect when you subscribe or renew. All amounts are in US dollars and exclusive of taxes.
What you are charged
- Subscription fee: a fixed amount for your plan and billing period, charged in advance at the start of each period.
- Ad-spend fee: some plans also charge a percentage of the advertising spend Astra manages for you. The applicable percentage is the one shown for your plan at the time you subscribe or renew. It is calculated on the spend in the period just ended and charged in arrears.
- Taxes: you are responsible for all sales, use, VAT, GST, withholding, and similar taxes on the Service, other than taxes on our net income. If you are exempt, send us a valid exemption certificate before we invoice you.
You authorize us and our payment processor to charge your payment method for all amounts due. Card details are entered directly with Stripe, our payment processor, and we never store them. Invoices are issued electronically in English. It is your responsibility to give us the billing details we need to charge the right tax, including your billing address and, in Europe, your VAT number.
Any account credit, whether from a promotion or otherwise, expires when your subscription ends. Credit has no cash value, and cannot be transferred, exchanged, or refunded.
6. Renewal, cancellation, and refunds
Subscriptions run monthly or annually and renew automatically for a further period of the same length, at the price then in effect, until cancelled.
You can cancel at any time, from your account settings or by contacting us at hello@sellrbox.com. There is no notice period. Cancellation takes effect at the end of the billing period you have already paid for, and you keep access until then. We will not charge you again after that.
Fees already paid are not refundable, and a period that has started is charged in full. Ad-spend fees accrued before cancellation remain payable after it. This does not affect refunds we owe you under section 2, section 21, or any right you have under law that cannot be waived by contract.
7. Late payment and suspension
Payments are taken automatically on the renewal date. If a payment fails, we will email you and ask you to settle it.
If an invoice is still unpaid seven calendar days after it fell due, we may suspend your access to the Service, which includes stopping all campaign automation and pausing the campaigns Astra manages. Suspension does not cancel your subscription, and fees for the subscription period continue to be due. We may also charge interest on overdue amounts at 1.5% per month or the highest rate the law allows, whichever is lower, together with reasonable costs of collection.
Suspension of automation can leave campaigns in whatever state they were last in, and that state may not be one you would have chosen. Please contact us at hello@sellrbox.com before it comes to that if you are having difficulty paying.
8. Changes to pricing
We may change our prices. A change never applies to a subscription period you have already paid for. We will give you at least 30 days' notice by email before a new price takes effect on renewal, and if you do not want to pay it you can cancel under section 6 before the renewal date.
9. Connecting your Amazon Advertising account
Astra cannot work without access to your Amazon Advertising account. You grant that access through Amazon's own authorization flow, and you can withdraw it at any time from Amazon or from Astra.
- You authorize the access: you confirm you are entitled to grant it for the advertising profiles you connect, and that doing so does not breach your agreements with Amazon or with the brand owner.
- We use it for the Service only: we use the access to operate the automation and reporting you have configured, and for nothing else. How we handle the data is set out in our Privacy Policy.
- Amazon's terms still apply to you: your relationship with Amazon is yours. You remain responsible for complying with Amazon's advertising policies, seller policies, and API terms.
- Withdrawal stops the Service: revoking access stops all further automation on that account. It does not cancel your subscription or entitle you to a refund.
- Amazon can change: Amazon controls its platform and its APIs, and can change, restrict, or withdraw them. We are not responsible for what that does to the Service. See section 19.
10. How the automation works, and what you are responsible for
This section matters more than any other in this document. Astra spends your advertising budget automatically, without a human approving each action.
Astra acts on the instructions you give it: the target ACOS you set, the campaigns and profiles you connect, the budgets and strategies you select. Within those instructions it makes decisions on its own, using machine learning, and those decisions change what your campaigns bid, target, and spend.
- You own the settings: the target ACOS, budgets, and strategy choices are yours. Astra does what they imply, including where the result is an outcome you did not intend.
- You should monitor it: we give you reporting so you can see what Astra did. Reviewing it, and adjusting your settings, is your responsibility.
- No performance guarantee: we do not warrant any particular ACOS, return on ad spend, sales volume, ranking, impression share, or cost. Advertising results depend on your products, pricing, inventory, competitors, and Amazon's own systems, none of which we control.
- Spend is yours: advertising spend is billed to you by Amazon, not by us. You are responsible for it, including spend that results from automation you enabled.
- Stopping it: you can pause or disable automation at any time from the Service, or revoke our access at Amazon.
Nothing in this section limits our liability for our own fraud, gross negligence, or willful misconduct.
11. Acceptable use
You agree not to, and not to let anyone else:
- use the Service for anything unlawful, or to advertise counterfeit, infringing, stolen, or prohibited goods;
- breach the terms of Amazon or any other platform the Service connects to;
- copy, modify, translate, reverse engineer, decompile, or disassemble the Service, or try to derive its source code, algorithms, or models, except to the extent the law expressly permits despite this restriction;
- resell, sublicense, rent, or provide the Service to a third party as a service bureau, other than using it to manage advertising for clients where your plan permits that;
- access the Service to build a competing product, or to benchmark it for publication without our written consent;
- scrape, crawl, or bulk-extract data from the Service other than through features we provide for that purpose;
- probe, scan, or test the security of the Service, circumvent rate limits or access controls, or interfere with the operation of the Service or anyone else's use of it;
- upload malware, or anything designed to harm or gain unauthorized access to a system; or
- misrepresent your identity or your authority to act for an advertiser.
If you breach this section we may suspend your access immediately, with notice as soon as reasonably practicable, and terminate under section 21 if the breach is material or repeated. Where the breach is capable of being fixed and does not put the Service or another customer at risk, we will give you a chance to fix it first.
12. Our intellectual property
For as long as your subscription is active and paid, we grant you a non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the Service for your own business purposes, within the limits of the plan you subscribed to and subject to these Terms.
That is a right to use, not a transfer of ownership. Sellrbox and its licensors keep all right, title, and interest in the Service, including its software, source and object code, models, interfaces, documentation, trade marks, and all content we publish. Nothing in these Terms grants you any right in them beyond the licence above. All rights not expressly granted are reserved.
13. Your content and data
You keep all rights in the data you provide and in the advertising data we access on your behalf (together, “Customer Data”). We claim no ownership of it.
You grant us the licence we need to run the Service: to host, copy, process, transmit, and display Customer Data for the purpose of providing, supporting, securing, and improving the Service for you. We handle personal information within Customer Data as described in our Privacy Policy.
We may produce aggregated, de-identified statistics and benchmarks from advertising data across accounts, and use them to operate, improve, and describe our software. Aggregated data cannot be linked back to you, your brand, or your products, and we do not attempt to re-identify it or disclose it in a form that identifies you.
You warrant that you have the rights you need to give us Customer Data and to let us process it as described here.
If you send us feedback, suggestions, or feature requests, we may use them without restriction and without owing you anything. We will not identify you as the source without your permission.
14. Confidentiality
Each of us may learn confidential information about the other in the course of this agreement, including business, technical, and commercial information. Each of us agrees to keep the other's confidential information confidential, to use it only for the purposes of this agreement, and to protect it with at least reasonable care.
- Disclosure is limited to those employees, contractors, and professional advisers who need it, and who are bound by confidentiality obligations at least as protective as these.
- If either of us is compelled by law to disclose the other's confidential information, we will, where lawful and practicable, give notice first so the other can seek protection.
- Each of us will tell the other promptly on becoming aware of any unauthorized disclosure, and will help limit the damage.
These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it without a duty of confidence, is received from a third party free to disclose it, or is independently developed without use of the other's confidential information.
15. Privacy
Our handling of personal information is governed by our Privacy Policy, which forms part of this agreement. It sets out what we collect, why, who we share it with, how long we keep it, and the rights you have.
The Privacy Policy is the only statement of our data practices. If anything elsewhere appears to describe them differently, the Privacy Policy governs.
16. Third-party services and links
The Service works with products we do not control, Amazon above all, and our site links to and embeds content from other companies. Those services are governed by their own terms and privacy policies, and we are not responsible for them, for their availability, or for what they do with information you give them.
A link from us is not an endorsement. If a third-party service changes or stops working in a way that degrades Astra, we will do what we reasonably can, but we are not liable for the consequences. See section 19.
17. Availability and support
We aim to keep the Service available 24 hours a day, and we use reasonable efforts to do so. Availability is not guaranteed: the Service may be unavailable for scheduled maintenance, for urgent maintenance, or because of events outside our control. We will give advance notice of planned maintenance where we reasonably can.
Support is available by email at hello@sellrbox.com, Monday to Friday, 9:00 to 18:00 Pacific time, excluding public holidays. If you have a complaint about the Service, send it to the same address with the relevant details and we will aim to respond within 48 hours during business days.
We do not offer a service level agreement, and interruptions do not entitle you to a credit or a refund. If you need a contractual uptime commitment, talk to us about an enterprise agreement.
18. Disclaimer of warranties
The Service is provided “as is” and “as available”, without warranty of any kind.
To the fullest extent permitted by law, we disclaim all warranties, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty arising from course of dealing or usage of trade.
We do not warrant that the Service will be uninterrupted, timely, secure, or error free, that defects will be corrected, that it will work with any particular third-party service, or that it will produce any particular advertising result. No advice or information you get from us, whether spoken or written, creates any warranty not expressly stated in these Terms.
Some jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to you.
19. Limitation of liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost sales, lost or wasted advertising spend, loss of goodwill or brand reputation, business interruption, or loss or corruption of data, even if it was told such damages were possible and even if a limited remedy fails of its essential purpose.
Each party's total aggregate liability arising out of or relating to this agreement is limited to the amount you paid us for the Service in the twelve months immediately before the event that gave rise to the claim.
We are not liable for loss or damage caused by an event outside our reasonable control, by your misuse of the Service, by the act or omission of a third party, or by any change to, malfunction of, or restriction imposed by Amazon or another platform the Service depends on.
These limits do not apply to your obligation to pay fees, to either party's indemnification obligations under section 20, to a breach of confidentiality under section 14, or to liability that cannot be limited by law, including fraud, gross negligence, willful misconduct, and death or personal injury caused by negligence. Some jurisdictions do not allow some of these limits, so parts of this section may not apply to you.
The allocation of risk in this section and in section 18 is a fundamental basis of the bargain between us, and is reflected in our pricing.
20. Indemnification
You will defend us against any third-party claim arising from your use of the Service in breach of these Terms, your Customer Data, your products or advertising, or your breach of a platform's terms or of applicable law, and you will indemnify us for damages and reasonable legal costs finally awarded against us, or paid in a settlement you approve, in respect of such a claim.
We will defend you against any third-party claim that the Service, used as permitted by these Terms, infringes that party's intellectual property rights, and we will indemnify you on the same basis. This does not apply where the claim arises from Customer Data, from your products or advertising, from use of the Service in breach of these Terms, or from combining the Service with anything we did not supply.
In each case the party seeking indemnity must notify the other promptly, give it sole control of the defence and settlement (except that no settlement may impose a non-monetary obligation without consent), and provide reasonable cooperation at the indemnifying party's expense.
21. Term and termination
By you
You may cancel at any time under section 6. You may also terminate immediately if we materially breach these Terms and do not fix it within 30 days of your written notice, in which case we will refund fees covering the unused remainder of your current term.
By us
We may terminate or suspend your subscription on notice if you materially breach these Terms and do not fix it within 30 days, if you fail to pay under section 7, if your Amazon seller or advertising account is suspended or closed, if you misrepresent who you are or your authority to act, or if we reasonably believe your use of the Service creates a legal or security risk to us, to another customer, or to a platform we depend on. Where the risk is immediate we may suspend first and give notice as soon as reasonably practicable.
We may also stop offering the Service altogether on 90 days' notice, refunding fees covering the unused remainder of your current term.
What happens on termination
- Your right to use the Service ends, and all automation stops. Campaigns are left in the state they were last in, and managing them from that point is yours to do.
- Fees accrued before termination remain payable, including ad-spend fees for the period just ended.
- You may ask us to export your data within 30 days of termination, and we will provide it in a reasonable machine-readable format. After that we delete or de-identify it in line with our Privacy Policy.
- Sections 5, 7, 12, 13, 14, 15, 18, 19, 20, 24, and 25 survive, together with any other provision that by its nature should.
22. Publicity
You grant us the right to use your company name and logo to identify you as a customer, on our website and in communications with existing and potential customers, following any brand guidelines you give us. We will not describe your results or disclose your data without your written consent.
If you would rather we did not, email hello@sellrbox.com and we will stop, and remove you from our published references within a reasonable period.
23. Changes to these terms
We may update these Terms. The “last updated” date at the top tells you when we last did, and the version in force for you is the one published when you subscribed or last renewed.
If a change materially affects your rights or obligations, we will give you at least 30 days' notice by email or in the application before it takes effect on your next renewal. Continuing to use the Service after that date means you accept the change. If you do not accept it, cancel under section 6 before the renewal date. Changes required by law may take effect sooner where the law requires.
24. Governing law and disputes
These Terms and any dispute arising out of or relating to them or to the Service are governed by the laws of the State of California, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before filing anything, please contact us at hello@sellrbox.com and give us 30 days to resolve the matter informally. Most disputes are settled faster this way than in court, and we will engage in good faith.
If that does not resolve it, you and we agree that the state and federal courts located in Los Angeles County, California have exclusive jurisdiction, and each of us submits to the personal jurisdiction of those courts and waives any objection based on venue or inconvenient forum. Either party may still seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
Any claim must be brought within one year after it arose, or it is permanently barred, except where applicable law does not allow that limit.
25. General terms
- Entire agreement: these Terms, our Privacy Policy, and any order form you signed up under are the whole agreement between us about the Service, and replace anything said or written before it.
- Assignment: you may not assign this agreement without our written consent, except to a successor of your business by merger, acquisition, or sale of substantially all assets, on notice to us. We may assign it on the same basis. Any other attempted assignment is void.
- Severability: if a provision is held unenforceable, it is modified to the minimum extent needed to make it enforceable, or if that is not possible, severed. The rest stays in force.
- No waiver: not enforcing a provision on one occasion does not waive it on another. A waiver is only effective if we give it in writing.
- Force majeure: neither party is liable for a delay or failure caused by an event beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labor action, epidemic, government action, power or network failure, and outages at a provider either party depends on. This does not excuse an obligation to pay.
- Independent contractors: nothing here creates a partnership, joint venture, agency, or employment relationship between us.
- No third-party beneficiaries: this agreement is between you and us. Nobody else gets rights under it.
- Notices: we send notices to the email address on your account, and they are effective when sent. Send us notices at the postal address in section 26, copied by email, and they are effective on receipt. Keeping your account email current is your responsibility.
- Export and sanctions: you confirm you are not located in, or acting for anyone in, a country or on a list subject to US embargo or sanctions, and that you will not use the Service in breach of export control laws.
- Language: this agreement is written in English, and the English version governs.
26. How to contact us
Questions about these Terms, your subscription, or a dispute:
- Email: hello@sellrbox.com
- Contact form: sellrbox.com/contact
- Mail: Black Bear Group LLC (dba Sellrbox), 168 N Mason Way, City of Industry, CA 91746, USA
For privacy questions and rights requests, see our Privacy Policy, which sets out how to reach us and how quickly we respond.