SellerBasics Membership Agreement

This is a contract (“Membership Agreement”) between Basics Technologies LLC (hereinafter referred to as "SellerBasics") and you, (the “SellerBasics Member,” "Member," “you,” or “your”), with respect to the SellerBasics Seller Account Protection Plan services described below ("SellerBasics Seller Account Protection Plan" or “Plan”). This Agreement is effective as of the date you accept its terms by purchasing a SellerBasics Seller Account Protection Plan or accepting a free trial thereof (the "Effective Date"). If you sign up for a SellerBasics Seller Account Protection Plan, you accept these terms, conditions, and limitations. Please read this agreement carefully.

SELLERBASICS SELLER ACCOUNT PROTECTION PLANS ARE NOT A SUBSTITUTE FOR ACCOUNTING, BUSINESS, TAX, OR OTHER PROFESSIONAL ADVICE OR SERVICES.

1. Incorporation of Additional Terms. Your use of SellerBasics.com and membership in a SellerBasics Seller Account Protection Plan are also subject to your acceptance of (i) this Membership Agreement and the Network Firm Engagement Agreement incorporated in Section 5 herein, (ii) our Terms and Conditions, (iii) our Privacy Policy, and (iv) the pricing or promotional terms described in your electronic onboarding email, each of which is incorporated herein or found on the SellerBasics.com website.
2. SellerBasics Seller Account Protection Plan Membership; Assignment. We reserve the right to accept or refuse membership at our discretion. You may not transfer or assign your SellerBasics  Seller Account Protection Plan or these benefits without first obtaining our written consent.
3. Benefits of SellerBasics Seller Account Protection Plans. The SellerBasics Seller Account Protection Plans offer the following benefits according to the plan the Member is enrolled in (collectively, the "Plan Benefits"):
   1.  Access to Network Firm Attorneys. SellerBasics provides access to legal services offered by a network of participating provider law firms (the “Network Firms”).  As a result of SellerBasics’ relationship with the Network Firms, SellerBasics members receive the following benefits:

1. Telephone consultations with an attorney from a Network Firm (a “Network Attorney”) during normal business hours, up to fifteen minutes per each new matter.  If the Network Firm or Network Attorney determines after the phone consultation that a follow-up consultation is necessary, it may, in its sole discretion, offer the Member a follow-up phone consultation at no additional charge.
2. Certain discounted legal services, including but not limited to trademark filings, copyright filings, and entity formations.
3. Network Firm cease and desist letter review is included under the Membership. Attorney response to brand or law firm will incur an additional fee at a discounted rate with the Network firm.
   2. Account Health.  SellerBasics members also receive complimentary Amazon account health assistance, which may be provided by a Network Attorney or by a SellerBasics account health specialist (“Account Specialists”). 

1. Account Health Review. Review by an Account Specialist of the Member’s Amazon account health during a telephone consultation of up to thirty (30) minutes at a scheduled appointment during normal business hours (“Account Health Review”).

ii. Intellectual Property Claims. Assistance with intellectual property claims, including appeals and rights owner correspondence, the extent of which is done at the discretion of the SellerBasics team and/or Network Attorneys.  Please see the Network Law Firm Engagement Agreement incorporated in Section 5 herein for more details. There is no limit to the number of incidents you can receive assistance with. However, you are limited to 5 open matters at a time. 

1. 1. 1. 3. ASIN suspensions. The extent of the complimentary work done on ASIN suspensions is determined by the SellerBasics team.  Please see the Network Law Firm Engagement Agreement incorporated in Section 5 herein for more details. 

4.  No Limitations on SellerBasics Member’s Right to Obtain Additional Counsel. Nothing in any Plan or this Membership Agreement shall be construed to limit the right of a SellerBasics Member to retain, at his or her own expense, an unaffiliated attorney. SellerBasics shall not be obligated to pay for any such services.
5. Network Firm Engagement Agreement.  Network Attorneys have agreed to provide SellerBasics members with certain complimentary legal services related to the SellerBasics membership.  Those services shall be governed under the following terms and conditions, which you hereby agree to enter into. These terms shall govern your relationship with any Network Attorney we assign to you with respect to any complimentary service included under your SellerBasics membership.  Any services that require an additional fee shall be negotiated separately between you and the Network Attorney and shall be governed by a separate engagement letter.

Network Law Firm Engagement Agreement

SellerBasics provides access to legal services offered by a network of provider law firms (“Network Firms") to SellerBasics members through membership-based participation. This Agreement shall govern the terms of engagement between you and the Network Firm that SellerBasics assigns you. The purpose of this engagement letter ("Agreement") is to outline the nature of the engagement and respective responsibilities and expectations of you and the Network Firms under this Agreement.

Scope of the Engagement. The scope of this engagement is limited to providing legal services in support of certain Amazon account-related matters listed below, as applicable, which are included in your SellerBasics membership (the “Scope”):

• Intellectual Property Complaints:
  • Drafting initial letter to the alleged rights owner (“RO”), sent via email, and other subsequent correspondence as determined in the Attorneys’ discretion, for a maximum of thirty (30) minutes per claim. 
  • Drafting and/or reviewing up to two appeals to Seller Performance[1]*
• Amazon Account Suspensions:
  • Review of facts and communications related to Amazon account suspension;
  • Drafting initial appeal to Seller Performance;
  •  As necessary, the following will also be performed:
    • Up to 3 revisions to the initial appeal
    • Sending one (1) legal escalation letter to Amazon, if necessary, as determined in the Attorneys’ discretion
• Amazon ASIN Suspensions[2]:
  • Review of facts and communications related to Amazon ASIN suspension;
  • Drafting initial appeal to Seller Performance;
  •  As necessary, the following will also be performed:
    • Up to 3 revisions to the initial appeal
• Brand Threat Letter Review: A complimentary review of your Brand Threat Letter is a benefit of your membership. Should you wish for one of our network attorneys to respond on your behalf, it will incur an additional fee.  

This is not an exhaustive list and the scope of your SellerBasics membership may include other services as determined by the SellerBasics team and network attorneys.  Once these services reach the time limit described herein, you may be charged the applicable hourly rate of the Network Firm.

Should your matter require additional work beyond the Scope of this Agreement, our representation may be expanded if the parties separately agree in writing to do so and will incur additional fees and/or expenses.

Please note that SellerBasics is not an insurance plan, and you must use the network attorney assigned by SellerBasics with respect to the matter covered in your SellerBasics membership.  It is highly recommended that you have Amazon's required General Liability insurance.

Termination. Either party may terminate the representation at any time, subject to our obligations under the Rules of Professional Conduct. Unless previously terminated, our representation will terminate upon the completion of the legal services described in the Scope of this Agreement subject to our obligations under the Rules of Professional Conduct. You understand that we have no continuing obligation to represent you unless you retain a Network Firm or one of the network attorneys to provide additional advice or services.

Fees. Our fee has been waived pursuant to your SellerBasics membership; however, we require that you provide us with copies of all notices, emails, and correspondence with Amazon, including copies of any communications the client has submitted to Amazon. The services to be performed (as set forth in the Scope) shall be performed at no additional charge provided that the network attorney feels there is a reasonable opportunity for success. If the network attorney assigned your matter determines that you sold counterfeit products, that your documentation is not sufficient to allow us to draft an appeal, or that you participated in conduct of any kind that violates Amazon’s policies or any applicable laws, the Network Firms reserve the right to terminate representation and shall not be obligated to continue working on your matter. In this case, SellerBasics would not refund all or part of your membership fee. If you terminate the representation before, we have provided all the legal services described in this agreement, SellerBasics will not refund all or part of the membership fee.

Note: Your case fee has been discounted based on your SellerBasics Membership. If your membership is canceled, terminated, suspended, or deactivated for any reason, we will close your case until your membership is brought current and all outstanding/overdue fees are paid. Should you wish for the Network Firm to continue working on your case without reactivating your SellerBasics Membership, we will be happy to do so, but you will need to pay the Network Firm fees for non- SellerBasics members.

No “Probability of Success” Provided: The outcome of any matter is subject to inherent risks and other factors beyond our control. You acknowledge and agree that we have not made, and cannot make, any guarantees or promises concerning the outcome of any matter related to Amazon. The Network Firms agree to provide you with conscientious, competent, and diligent legal services. At all times, we will endeavor to achieve the purpose for which we have been retained.

Client Documents: During the engagement, we will maintain electronic documents relevant to your representation. At the conclusion of the engagement, we will retain your original documents for a period of six (6) years unless you request that they be returned to you. If you have not requested possession of the file or any of its contents at the end of six years, the file will be destroyed in accordance with the Network Firms’ policies.  

Communication: It is important for us to maintain open communication with each other throughout the engagement. We will keep you informed regarding the status of your matter and will notify you of any major case developments. You agree to communicate and provide us with complete and accurate information as needed. You also agree to provide us with all email communications from Amazon related to your issue. Further, you will timely notify us of any changes in the structure of your organization, changes to personal information or residence of any individuals related to this matter, or any extended periods of time when you will be unavailable. Unless you specifically direct us otherwise, we may use telephones, email, and other technology in the course of this engagement. We may record phone calls and/or utilize electronic transcription software. Our email and facsimile transmissions may not be encrypted, so the use of such forms of communication under current technologies may place confidential or privileged information at risk. Similarly, the use of cell phones or transcription software may place confidential or privileged information at risk. By signing below, you consent to our use of these forms of communication.

Cooperation: You will assist and fully cooperate with us with respect to this engagement. In connection with this engagement, you will be available to discuss issues as they arise and review any draft documents we prepare. You also agree to be truthful and to fully and accurately disclose to us all facts that may be relevant to the matter or that we otherwise may request. You will timely provide any new information that you receive about the matter so that we can represent you effectively.

Arbitration. Client and Network Firms agree that any dispute arising out of, or relating to, this Agreement or a breach thereof shall be resolved by binding arbitration between the parties. This includes, but it is not limited to, claims concerning attorneys' fees or costs, or claims of attorney malpractice (whether any legal services that have been rendered by Network Firms under this Agreement or otherwise were rendered improperly, negligently, or incompetently or otherwise in breach of a contractual or ethical duty).

NOTICE: This Agreement contains provisions requiring arbitration of fee disputes. Before you sign this Agreement, you should consider consulting with an attorney regarding entering an agreement with mandatory arbitration provisions. Arbitration proceedings are ways to resolve disputes without the use of the court system. By entering into agreements that require arbitration as the way to resolve fee disputes, you give up (waive) your right to go to court to resolve those disputes by a judge or jury. These are important rights that should not be given up without careful consideration.

Waiver: Because of the Network Firms’ size, geographical reach, and broad legal practice, it is possible that the network attorneys may now or in the future represent parties in matters in which their interests are adverse to your interests or those of your affiliates. You hereby agree that we may continue to represent or may in the future represent new or existing clients in matters that are not substantially related to our work for you, even if the interests of such clients in those matters may be adverse to you (directly or indirectly). If a Network Firm undertakes a conflicting representation, although there is a risk that we may not be able to exercise professional judgment fully in your interest, we believe that such risk is minimal and that we will be able to continue to represent you competently and diligently. In the event that an actual conflict arises, we may need to withdraw as counsel, which may result in increased expenses and delay. This risk, too, is minimal, as we will not undertake any representation that is directly adverse to your interests in this engagement. To minimize risks further, no network attorneys working on your engagement will work on the conflicting matter and an ethical wall will be created to separate the conflicting matter from this engagement. In addition, sensitive, proprietary, or other confidential information of a non-public nature concerning your matter that we acquire as a result of our representation of you will not be transmitted to lawyers who may work on such matters. We have asked for similar agreements in engagement letters with many of our other clients to preserve our ability to represent you. By signing this engagement letter below, you confirm that you have had an opportunity to consult with independent counsel regarding the terms of this waiver.

Choice of Law and Forum. This Agreement, and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Florida without giving effect to the conflict of law's provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida.

Privacy. In the course of providing legal services to you, we may receive nonpublic personal information about you and your business. All such information will be held in strict confidence and will not be disseminated to any person or entity outside this law firm without your consent, unless such disclosure is required under applicable laws. We may store some or all of your files on a variety of platforms, including third-party cloud-based servers. Although we take precautions to make sure these servers are encrypted and secure, there still is a risk that your confidential or privileged information may be disclosed. By signing below, you consent to our use of such storage services.

Attorney-Client Privilege. Generally, information we receive from you is subject to attorney-client privilege. However, we may be under an independent ethical duty to reveal privileged information if (a) it involves the commission of illegal or fraudulent acts that are committed in the course of this engagement, (b) it involves the intent to commit a crime, or (c) we are required to disclose the information by law or court order.

Entire Agreement. This Agreement, hereby incorporated into your SellerBasics Membership Agreement, constitutes the sole and entire agreement between us with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter. In the event of any inconsistency between the provisions in this Agreement and any other conflicting communications, the provisions in this Agreement shall control.

We appreciate the chance to be of service and look forward to working with you.

**End of Network Firm Engagement Agreement**

6. SellerBasics Is Not a Law Firm. Please note that SellerBasics does not provide legal services. Network Attorneys made available through any SellerBasics Seller Account Protection Plan are third-party independent contractors who agree to provide legal services directly to you through the Network Firm Engagement Agreement incorporated in Section 5 herein. The Network Attorneys have agreed to provide complimentary phone and email consultations related to subject matters about which they practice. A conflict check will apply and SellerBasics makes no guarantees as to the substance of the Network Attorney's advice.
7. Not Insurance. The Plans offered through SellerBasics are not contracts of insurance or indemnification insurance plans and are not regulated as such. SellerBasics is not an insurance company and does not guarantee legal assistance in every situation. The Plans provide SellerBasics Members with access to free and discounted legal services from Network Firms.
8. Use of Services; Changes to Services.

1. General Guidelines.  You acknowledge that SellerBasics may establish general guidelines and limits concerning use of its Plans, including without limitation the maximum number of complimentary attorney consultations you may receive in a given period of time related to one or numerous subjects.

2. Right to Change Guidelines.  You acknowledge that SellerBasics reserves the right to change these general guidelines and limits at any time, in its sole discretion, with or without notice. However, you have the right to cancel your membership should we materially decrease benefits. 
3. Right to Change Rates. You acknowledge that SellerBasics reserves the right to change or alter the services and prices on the SellerBasics website at any time, in its sole discretion, after providing thirty days’ notice regarding such change. 
4. Right to Change Hourly Rates.  Network Firms establish their own hourly rates and may change them from time to time in the Network Firm’s sole discretion. This means that the hourly fee for one matter may not be the same for a future matter.  The applicability of any changes in fees for ongoing representation shall be in accordance with the terms of your Agreement with the Network Firm, incorporated in Section 5 herein.
5. Responsibility for Misuse.  You are responsible for all expenses incurred or other actions that may occur through your use of a SellerBasics Seller Account Protection Plan. You must immediately alert us of any fraudulent, unauthorized, illegal, or suspicious use of a Plan, or any other breach of security or unauthorized or illegal activity that you reasonably suspect.
6. Only One Seller Account Covered.  The SellerBasics Seller Account Protection Plan covers one specific (1) Seller Account per membership. You must provide the Amazon Merchant Token when signing up for SellerBasics. For clarity, each Amazon Merchant Token is considered to be a separate Seller Account.

7. Authority to Enter Agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity to these terms, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority or if you do not agree with this agreement, you may not sign up for or use any Plan. If after your purchase we find that you do not have authority to bind the entity from which you ordered, you will be personally responsible for the obligations set forth in this Membership Agreement. We are not liable for any loss or damage resulting from our reliance on any instruction, notice, document or communication reasonably believed by us to be genuine and originating from an authorized representative of your company. If there is reasonable doubt about the authenticity of any such instruction, notice, document, or communication, we may, but are not obliged to, require additional authentication from you.

9. Payment; Billing; Automatic Renewal.

1. Membership Fee Payments.  SellerBasics Seller Account Protection Plans begin on the date of purchase and renews monthly on that day each month.  You will be charged in full for the amount of the membership term and you agree that for each renewal term for such Plan, the amount due for the next term will be due and immediately payable in full as of the first day of that renewed term. The payment method we have on file for you will be charged the applicable SellerBasics Seller Account Protection Plan fees on a recurring basis for the duration of your membership through each renewal term. 

PLEASE NOTE THAT EVEN IF YOU DO NOT USE ANY PLAN BENEFITS OR SPEAK WITH A SELLERBASICS REPRESENTATIVE OR NETWORK ATTORNEY, YOU WILL BE RESPONSIBLE FOR ANY MEMBERSHIP FEES UNTIL YOU CANCEL YOUR SELLERBASICS MEMBERSHIP OR IT IS OTHERWISE TERMINATED PURSUANT TO THE TERMS OF THIS AGREEMENT.

2. No notice of Automatic Renewal.  In accordance with Florida service provider auto-renewal laws, we do not send reminders of monthly subscription renewals.

10. Fee Adjustments. SellerBasics may increase its fees for any Plan membership effective the first day of a renewal term, as applicable, by giving you notice of the new fees at least thirty (30) days before the beginning of the renewal term. If you do not cancel your membership pursuant to this Membership Agreement, you shall be deemed to have accepted the new fee for that renewal term and any subsequent renewal terms (unless the fees are increased in the same manner for a subsequent renewal term) and your payment method on file will be charged according to the new fee schedule. Reductions in fees become effective on the next renewal term without any pro rata reduction for the period covered under the prior fee schedule.
11. Termination or Cancellation.

1. By SellerBasics.

1. If you fail to pay for your Plan according to the payment plan you selected, your non-payment may result in suspension of service and subsequent termination of your membership.
2. Your right to use a SellerBasics Seller Account Protection Plan membership is subject to any limits established by SellerBasics or by your credit card issuer. If payment cannot be charged to your credit card or your charge is returned for any reason, including through a chargeback, SellerBasics reserves the right, in its sole and absolute discretion, to suspend or terminate access to your Plan, thereby terminating this agreement and all obligations of SellerBasics hereunder. If a charge made to your credit card is declined, SellerBasics may make multiple subsequent attempts to bill that card again in the future.
3. Termination for Abusive Conduct
   
   SellerBasics is committed to maintaining a respectful and professional environment for all members and staff. We reserve the right to terminate or suspend any subscription, without a refund, if a member engages in any form of abusive conduct, including but not limited to: 
   
   • Verbal abuse, including excessive cursing, shouting, or harassment directed at SellerBasics staff, attorneys, or other representatives. 
   
   • Threatening behavior, whether explicit or implied, towards SellerBasics personnel or affiliated professionals. 
   
   • Disruptive conduct, such as repeated unreasonable demands, harassment, or any behavior that interferes with the ability of our team to provide services. 
   
   • Attempts to circumvent policies, including fraudulent chargebacks, unauthorized sharing of membership privileges, or other misconduct. 
   
   Decisions regarding termination will be made at SellerBasics' sole discretion, and no refunds will be issued in cases where membership is terminated due to abusive conduct. 
4. SellerBasics reserves the right to cancel any membership at any time for any reason.  
   
   We may suspend or terminate your membership in SellerBasics immediately if we determine that (a) you have materially breached the Membership Agreement; (b) your account has been, or may be used for deceptive or fraudulent, or illegal activity; or (c) your use of the Benefits has harmed, or might harm, other sellers, customers, or legitimate interests of SellerBasics. We will promptly notify you of any such termination or suspension via email or similar means. Upon termination of this Membership Agreement, all rights and obligations herein shall immediately terminate, except that you will remain responsible for performing all of your obligations in connection with matters entered into before termination and for any liabilities that accrued before or as a result of termination. 

2. By You.  You have the right to cancel your membership before the applicable renewal period by emailing our team. After such cancellation, your membership will remain active until the end of the then-applicable period.

12. Dispute Resolution. The parties agree to arbitrate all disputes and claims pursuant to the Terms and Conditions of SellerBasics.com. A SellerBasics Member has the right to file a complaint with his or her state's bar association concerning the conduct of an affiliated attorney under the Plan.
13. Professional, Independent Attorney Judgment. Network Attorneys performing legal services for SellerBasics Members under the terms of this Agreement are not agents or employees of SellerBasics. Any Network Attorney rendering legal services to SellerBasics Members under a SellerBasics Seller Account Protection Plan shall maintain the attorney-client relationship with the SellerBasics Member and is solely responsible to the SellerBasics Member for all legal services provided. It is within the sole discretion of the Network Attorney to determine whether claims or defenses pertaining to any matter under this Agreement present a frivolous or otherwise unmeritorious claim or defense. Network Attorneys reserve the right to make independent professional judgments regarding such presentations. SellerBasics will in no way influence the rendering of legal services of the Network Attorneys.
14. Release of Information. Any member that submits to SellerBasics any complaint or inquiry concerning a Network Firm’s services, authorizes the Network Firm to disclose to SellerBasics any and all communications between the Member and Network Firm, including communications that could be deemed privileged or confidential, and any other relevant information, to investigate or respond to such complaints or inquiries. Members further authorize Network Firms to disclose nonprivileged or aggregated information to SellerBasics concerning plan usage, revenue, billing, and the subject matter of the Firm’s legal services.
15. Internal Revenue Service (IRS) Circular 230 Tax Advice Disclosure. To ensure compliance with requirements imposed by the IRS under Circular 230, we inform you that any U.S. federal tax advice contained in any communication from SellerBasics (including information provided by a Network Attorney) is and was not intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing, or recommending to another party any matters addressed therein.
16. Severability. If any provision of this Membership Agreement is deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision shall be severed from this agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of the Membership Agreement.
17. Governing Law. This Membership Agreement is to be governed by and construed in accordance with the laws of the state of Florida, United States, without regard to choice of law principles.

Updated: February 7, 2024