Amazon Full Service Addendum 042226

Amazon Full Service Addendum

This Addendum will apply to the extent that Engin8 provides Full Service to Customer and / or Customer Client(s) specified in the Order(s) or Change Order(s). Capitalized terms used but not defined herein will have the meanings given to them in the Agreement.

1. Definitions
   1. “Account Management Services” means the strategic advisory and account management services provided by Engin8 to the customer in respect of one or more applicable Brand Accounts, which may include, without limitation: (i) assignment of a dedicated Engin8 account representative; (ii) identification and prioritization of optimization opportunities across applicable Brand Accounts; (iii) ongoing strategic recommendations relating to advertising spend, keyword research, listing quality, and account health; and (iv) coordination and execution of applicable Optimization Services, as specified in the applicable Order or Change Order.
   2. “Brand Accounts” means any Seller Central account, Vendor Central account, Amazon Advertising account, other platform account, whether held directly by Customer (or managed by Customer on behalf of a Customer Client, as applicable) in connection with the promotion, listing, advertising, or sale of products on the Amazon Marketplace.
   3. “Customer” means Customer and / or each applicable Customer Client, as applicable.
   4. “Customer Client” means any brand, seller, or vendor whose Brand Account or other Marketplace account is managed by Customer and in respect of which Full Services are provided by Engin8 pursuant to this Addendum and any applicable Order.
   5. “Full Service” means Engin8’s Services provided to a Customer in support of Customer’s managed brand and seller accounts, which may include, without limitation, Account Management Services, TikTok Services, management, Optimization Services, and, where applicable, White-Label Services and White Label Deliverables, in each case as specified in the applicable Order or Change Order.
   6. “Mode” means either a Subcontractor Mode or Direct Engagement Mode.

      1. “Direct Engagement Mode” means the operating mode in which Engin8 performs Full Service by interfacing directly with an applicable Brand Account or on behalf of Customer, including by accessing Seller Central or other applicable Marketplace accounts as if Engin8 were acting as Customer or as Customer’s authorized representative, as specified in the applicable Order.
      2. “Subcontractor Mode” means the operating mode in which Engin8 performs Full Service on behalf of Customer as a subcontractor, where Customer retains the primary relationship with the applicable Brand Account, and Engin8’s involvement is not disclosed to or is not apparent to the applicable Brand Account, as specified in the applicable Order.
   7. “Optimization Services” means Engin8’s Services related to the management and optimization of Brand Accounts on Amazon, and other applicable Marketplaces, which may include, without limitation: advertising campaign management, bid strategy and ad spend optimization, keyword research and implementation, listing optimization, account health monitoring, and such other services as specified in the applicable Order or Change Order.
   8. “White-Label Deliverables” means any outputs or work product, including any Deliverables as defined in the Creative Services Addendum, produced by Engin8 in connection with Full Service and delivered to Customer for presentation to an applicable Brand Account under Customer Client’s own brand, trade name, or other identifying indicia.
2. Full Service
   1. Purpose. For any Customer obtaining Full Service, Engin8 acts as a service provider and, where applicable, as a subcontractor to Customer, providing Customer with the operational capacity, strategic expertise, and execution resources necessary to service applicable Brand Accounts. Full Service is designed to be flexibly deployed in either Subcontractor Mode or Direct Engagement Mode, or a combination thereof, as specified in the applicable Order.
   2. Scope. The specific scope of the Full Services, the applicable Mode (Subcontractor Mode or Direct Engagement Mode), and all associated Fees will be detailed in each Order or Change Order.
   3. Engin8 Account Representative. Where Account Management Services are included in an Order, Engin8 will assign a dedicated account representative to Customer for the duration of the applicable Order term. The account representative will serve as the primary point of contact with Engin8 for strategic planning, issue escalation, and coordination of Full Services across applicable Brand Accounts. Engin8 reserves the right to reassign or replace the account representative at any time, provided that Engin8 will use commercially reasonable efforts to ensure continuity of service and will provide reasonable advance notice to Customer of any such change.
   4. Cap on Liability. Notwithstanding Section 9.3 of the MSA, and in lieu of the liability cap set out therein, Engin8’s total aggregate liability to Customer under or in connection with this Addendum will not exceed the total Fees paid by Customer to Engin8 in the three (3) month period immediately preceding the event giving rise to the claim. For certainty, Engin8 will have no liability to any applicable Brand Account, and Customer’s recourse against Engin8 is limited to the remedies expressly available to Customer under the Agreement and this Addendum.
3. Modes
   1. Subcontractor Mode. Where the applicable Order specifies Subcontractor Mode: (i) Engin8 will perform Full Service as a subcontractor of Customer, with Customer retaining the primary commercial and contractual relationship with the applicable Brand Account; (ii) Engin8 will deliver all outputs, White-Label Deliverables, reports, and communications to Customer, and Customer will be solely responsible for delivering or presenting such materials to the Brand Account(s) in accordance with Customer’s own client agreements; (iii) Engin8’s identity as the underlying service provider will not be disclosed to the applicable Brand Account(s) without Engin8’s prior written consent, unless otherwise required by applicable law; and (iv) all revenue generated by Customer in connection with services performed by Engin8 in Subcontractor Mode will flow through Customer, and Customer will remain responsible for payment of all applicable Fees to Engin8 in accordance with the Agreement.
   2. Direct Engagement Mode. Where the applicable Order specifies Direct Engagement Mode: (i) Engin8 will perform Full Service by interfacing directly with the applicable Brand Account(s) including by accessing applicable Marketplace accounts (such as Amazon Seller Central) as an authorized representative of Customer or applicable Brand Account, as applicable; (ii) Customer will be responsible for obtaining and maintaining all necessary authorizations, access credentials, and permissions required for Engin8 to access and operate within the Brand Accounts in this capacity; (iii) Engin8 will act solely within the scope of instructions provided by Customer and/or the applicable Order, and will not make any binding commitments or representations to the applicable Brand Account on behalf of Customer without the prior authorization; and (iv) Customer will remain solely responsible for its contractual and legal obligations to each Brand Account, and Engin8 will have no direct obligations or liability to any Brand Account arising from Engin8’s performance of Full Service in Direct Engagement Mode.
   3. Hybrid Arrangements. Where an Order specifies that Engin8 will operate in both Subcontractor Mode and Direct Engagement Mode with respect to different Brand Accounts or different components of the Full Service offering, the terms of Sections 3.1 and 3.2 of this Addendum will apply to the respective portions of the engagement as specified in such Order. In the event of ambiguity regarding the applicable operating mode for a specific task or Brand Account, Subcontractor Mode will be deemed to apply unless the parties otherwise agree in writing.
4. Account Management Services
   1. Account Management Services Scope. In connection with Account Management Services, Engin8 will use commercially reasonable efforts to: (i) review and assess the applicable Brand Accounts identified in the applicable Order; (ii) identify and communicate to the optimization opportunities, issues, and recommended actions applicable to such Brand Accounts, including in respect of advertising spend efficiency, keyword research and implementation, listing quality, and account health; (iii) develop and maintain an ongoing strategic plan for each applicable Brand Account in accordance with the scope specified in the applicable Order; and (iv) coordinate to prioritize and execute on identified opportunities in accordance with the applicable Order and any Change Orders.
   2. Optimization Services Scope. In connection with Optimization Services, Engin8 will use commercially reasonable efforts to manage and optimize the Brand Accounts as specified in the applicable Order, which may include, without limitation: advertising campaign creation, management, and bid optimization; keyword research, targeting strategy, and implementation; product listing creation and optimization; account health monitoring and issue resolution; and Marketplace policy compliance support. Engin8 makes no guarantee as to specific performance outcomes, including without limitation as to advertising return on ad spend, sales volume, or search ranking improvements, as such outcomes are subject to factors beyond Engin8’s reasonable control, including Brand Account history, Marketplace algorithms, and third-party platform policies, consistent with Sections 1.4 and 9.2 of the MSA. Any changes to Marketplace algorithms, policies, or systems that adversely affect results will not constitute a breach of this Addendum or the Agreement by Engin8.
   3. Reporting. Engin8 will provide Customer with performance reports with respect to the Full Service offering at the frequency and in the format specified in the applicable Order.
5. Applicable Addendums

   To the extent Full Services include any White-Label Services, Creative Services, or TikTok Services, Walmart Services, the White Label Addendum, Creative Services Addendum, TikTok Services Addendum and Walmart Full Service Addendum will each apply to the relevant component of the Full Services and are incorporated herein by reference. For the purposes of the White Label Addendum as applied to Full Services, Customer Clients and Brand Accounts constitute End Users as defined in the White Label Addendum, and all obligations of Customer in respect of End Users under the White Label Addendum apply accordingly to Customer’s obligations to Customer Clients and Brand Accounts. Where any Full Services are performed in Subcontractor Mode and Engin8’s identity as the underlying service provider is not disclosed to the applicable Brand Account, the White Label Addendum will apply.

6. Additional Customer Responsibilities
   1. Customer Representations. Customer represents, warrants, and covenants that:

      1. It has the full right, power, and authority to engage Engin8 to perform the Full Services in respect of each applicable Brand Account, and to grant Engin8 all access and authorizations contemplated by this Addendum;
      2. It has obtained all necessary consents and authorizations for each Brand Account to permit Engin8 to access, manage, and operate the applicable Brand Accounts and to perform the Full Services on Customer’s behalf including, without limitation, access to all Brand Account content, account data, and other materials required for the performance of the Full Services, and Engin8’s use of such materials in accordance with this Addendum will not infringe any third-party intellectual property rights;
      3. All information provided to Engin8 regarding any Brand Account is accurate, complete, and not misleading; and
      4. It will ensure that any white-label or subcontracting arrangements entered into pursuant to this Addendum comply with Customer’s contractual obligations to its Customer Clients and with all applicable laws and platform policies.
   2. Customer Obligations. In addition to all Customer obligations set out in the Agreement, Customer will: (i) provide Engin8 with timely access to all Brand Accounts, Marketplace credentials, Customer Inputs, and other information reasonably required by Engin8 to perform the Full Services; (ii) ensure that it has obtained all necessary authorizations, consents, and licenses from each applicable Brand Account to permit Engin8 to access and perform services in respect of such Brand Account’s accounts; (iii) ensure that its agreements with each Brand Account are consistent with and permit Customer’s use of Engin8 as a subcontractor or service provider in the manner contemplated by this Addendum; (iv) promptly review and provide feedback on all outputs, reports, and White-Label Deliverables provided by Engin8; and (v) comply with all applicable Marketplace policies, advertising standards, and applicable laws in connection with its use of the Full Services and its dealings with Brand Accounts.
   3. Brand Account Responsibility. Customer is and will remain solely responsible for: (i) all contractual obligations owed to Brand Accounts; (ii) the accuracy and completeness of all instructions, information, and Customer Inputs provided to Engin8 in respect of each Brand Account; (iii) ensuring that Brand Accounts are made aware of and comply with all applicable Marketplace policies and applicable laws; and (iv) all acts and omissions of Brand Accounts in connection with the use of any outputs or White-Label Deliverables provided by Engin8 under this Addendum. Engin8 will have no direct obligations or liability to any Brand Account, and Customer will not represent to any Brand Account that Engin8 has any such obligations.
   4. Account Access. Customer will promptly (and in any event within forty-eight (48) hours of the applicable Order effective date, or such other period as may be specified in the Order) provide and maintain Engin8’s access to all applicable Accounts or other Brand Account Marketplace accounts required for the performance of the Full Services. Customer acknowledges and agrees that Engin8’s ability to perform the Full Services is contingent on the timely provision and maintenance of such access, and that any delays caused by Customer’s or any Brand Account’s failure to provide such access will extend Engin8’s performance timelines on an equitable basis, consistent with Section 1.4 of the MSA.
   5. Indemnity. Customer will indemnify, defend, and hold harmless Engin8 from and against any claims arising from Engin8’s use of Brand Account content and materials in accordance with Customer’s instructions. Customer will also ensure that any further assignment or licensing of Deliverables to Brand Accounts is effected pursuant to legally enforceable agreements between Customer and the applicable Brand Account.
7. Fees

   Fees for Account Management Services and Optimization Services will be invoiced monthly in advance.

8. Brand Account Information

   Engin8 will use Brand Account data and information accessed in the course of performing the Full Services solely for that purpose, and will not disclose such information to any third party except as required to perform the Full Services or as otherwise required by applicable law. Customer is responsible for ensuring that its confidentiality obligations to each Brand Account in respect of their information are satisfied through Customer’s obligations to Engin8 under this Addendum and Section 5 of the MSA.

9. Indemnity

   In addition to and without limiting any indemnification obligations of Customer under Section 9.1 of the MSA, Customer will indemnify, defend, and hold harmless Engin8 and its officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to: (i) Customer’s relationship with, or obligations to, any Brand Account; (ii) any claims by a Brand Account arising from Customer’s use of the Full Services or any White-Label Deliverables; (iii) Customer’s failure to obtain necessary authorizations, consents, or licenses from Brand Accounts as required under this Addendum; (iv) any breach by Customer or any Brand Account of applicable Marketplace policies or applicable laws; or (v) any instructions provided by Customer to Engin8 in connection with Direct Engagement Mode that result in unauthorized actions within an Brand Account.

10. Term and Termination
    1. Termination. Either party may terminate this Addendum upon sixty (60) days’ prior written notice to the other party. Termination of individual Orders will be governed by the termination provisions of Section 1.2 of the MSA.
    2. Survival. Customer’s obligations in Sections 6, 8, and 9 of this Addendum, and Customer’s obligation to pay all accrued Fees upon termination will survive the expiration or termination of this Addendum, together with any other provision that by its nature ought to survive.

Version_09172026