Terms of Service

RMV LLC (doing business as: Royalty Media)

Effective Date: Jan 15, 2026

These Terms of Service (“Terms”) govern your access to and use of the website located at [WEBSITE URL] (the “Site”) and the Amazon advertising management, consulting, and related services (collectively, the “Services”) provided by RMV LLC, DBA: Royalty Media, a Wyoming LLC (“Company,” “we,” “us,” or “our”). By accessing the Site, signing a service agreement, or otherwise engaging us, you (“Client,” “you,” or “your”) agree to be bound by these Terms.

PLEASE READ THESE TERMS CAREFULLY. They include important provisions regarding payment, performance disclaimers, limitations of liability, and dispute resolution. If you do not agree with these Terms, do not use the Site or engage our Services.

1. Services
We provide Amazon advertising and marketplace optimization services that may include, depending on the engagement: campaign strategy and setup; Sponsored Products, Sponsored Brands, Sponsored Display, and Amazon DSP management; keyword and competitor research; bid and budget optimization; listing and metadata consulting; reporting and analytics; and related advisory services (the “Services”).
The specific scope, deliverables, fees, and term of any engagement will be set forth in a separate proposal, statement of work, or service agreement (an “Order”) executed by both parties. In the event of a conflict between these Terms and an Order, the Order controls for the matters it addresses.

2. Eligibility and Account Registration
You represent that you are at least 18 years old, have the legal authority to bind the entity you represent, and that all information you provide is accurate and complete. You are responsible for maintaining the confidentiality of any account credentials and for all activity under your account.

3. Client Responsibilities
To enable us to deliver the Services, you agree to:
• Provide timely access to your Amazon Seller Central, Vendor Central, Amazon Ads, and/or Amazon DSP accounts via the appropriate user-permission or agency-link tools;
• Provide accurate product information, brand assets, budgets, and any other materials reasonably required;
• Maintain sufficient inventory and account health (Buy Box eligibility, account standing, etc.) for advertised products;
• Pay all Amazon advertising spend, platform fees, and third-party tool fees directly to the applicable provider;
• Comply with all applicable laws and Amazon’s policies, including the Amazon Services Business Solutions Agreement, Amazon Advertising Policies, and Amazon Brand Registry requirements; and
• Respond to our reasonable requests for approvals, feedback, and information within a commercially reasonable time.
Delays or failures by you in meeting these responsibilities may impact campaign performance and our ability to deliver the Services, and we are not liable for any resulting consequences.

4. Fees, Billing, and Payment

4.1 Fees
Fees for the Services are set forth in the applicable Order and may consist of a flat monthly retainer, percentage of ad spend, performance-based fees, setup fees, or a combination thereof.

4.2 Ad Spend
Ad spend on Amazon (or any other platform) is separate from our fees, is billed by Amazon directly to your payment method on file with Amazon, and is your sole responsibility. We do not advance, finance, or guarantee ad spend.

4.3 Billing
Unless otherwise stated in an Order, fees are invoiced in advance on a monthly basis and are due within 30 days of the invoice date. We accept payment by [ACH / credit card / wire transfer]. Credit card payments may be subject to a processing surcharge.

4.4 Late Payments
Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend Services on accounts that are more than 30 days past due, and you remain responsible for all fees during any such suspension.

4.5 Taxes
Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, except for taxes based on our net income. You are responsible for payment of all such taxes.

4.6 Refunds
Except as expressly stated in an Order, fees are non-refundable. Prepaid retainers for terminated months may be refunded on a pro-rata basis at our discretion if the engagement is terminated for our material breach.

5. Term and Termination

5.1 Term
These Terms apply for as long as you use the Site or receive Services. Each Order will have its own term as specified therein. Unless otherwise stated, Orders renew automatically for successive [one (1) month] periods until terminated under this Section.

5.2 Termination for Convenience
Either party may terminate an Order for convenience upon 30 days’ prior written notice to the other party.

5.3 Termination for Cause
Either party may terminate an Order immediately upon written notice if the other party materially breaches these Terms or the Order and fails to cure such breach within 30 days after receiving written notice.

5.4 Effect of Termination
Upon termination: (a) you remain responsible for all fees accrued through the effective date of termination; (b) we will, on request, deliver any work product completed and paid for; (c) we will revoke our access to your Amazon accounts within a commercially reasonable period; and (d) provisions intended to survive termination (including those relating to fees, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution) will survive.

6. Amazon Account Access and Compliance
You authorize us to access your Amazon accounts solely to perform the Services. We will use commercially reasonable efforts to safeguard such access. You acknowledge that:
• Amazon’s policies may change at any time, and we cannot guarantee the continued availability of any feature, ad type, placement, or reporting metric;
• Amazon may suspend, restrict, or terminate accounts, listings, or campaigns based on its own determinations, and we are not responsible for such actions; and
• We are an independent service provider and are not affiliated with, endorsed by, or sponsored by Amazon.com, Inc. or any of its affiliates.

7. No Guarantee of Results
You acknowledge that advertising performance depends on numerous factors outside our control, including product quality, pricing, listing content, inventory levels, reviews, competition, seasonality, Amazon’s algorithms and policies, and macroeconomic conditions. WE DO NOT GUARANTEE ANY SPECIFIC RESULTS, INCLUDING SALES, RANKINGS, IMPRESSIONS, CLICK-THROUGH RATES, ACOS, TACOS, ROAS, OR REVENUE. Any projections, forecasts, or examples we provide are illustrative only and are not warranties or guarantees of future performance.
8. Intellectual Property

8.1 Client Materials
You retain all rights, title, and interest in and to the trademarks, logos, product information, images, copy, and other materials you provide to us (“Client Materials”). You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, and display Client Materials solely as necessary to perform the Services.

8.2 Deliverables
Subject to your full payment of all applicable fees, we assign to you the rights in custom deliverables created specifically for you under an Order (e.g., campaign structures, ad copy created for your account), excluding our Background IP.

8.3 Background IP
We retain all rights in our methodologies, processes, frameworks, templates, software, tools, know-how, and any other intellectual property developed or acquired by us before or independently of the Services (“Background IP”). We grant you a non-exclusive, non-transferable license to use Background IP solely as embedded in the deliverables and only in connection with the operation of your business.

8.4 Aggregated Data
We may collect and use aggregated, de-identified data derived from the Services for benchmarking, analytics, and improvement of our Services, provided such data does not identify you or your products.

9. Confidentiality
Each party may receive non-public information of the other party that is marked or reasonably understood to be confidential (“Confidential Information”). The receiving party will: (a) use Confidential Information only to perform its obligations under these Terms; (b) protect it with at least the same care it uses for its own confidential information (and in no event less than reasonable care); and (c) not disclose it to any third party except to its employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law (with prompt notice to the disclosing party where permitted).

10. Privacy and Data Protection
Our collection and use of personal information through the Site and the Services is described in our Privacy Policy, available at [PRIVACY POLICY URL], which is incorporated by reference into these Terms. You represent that you have all rights and consents necessary to share with us any personal data you provide.

11. Disclaimers
EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ORDER, THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY YOU TO US UNDER THE APPLICABLE ORDER DURING THE [THREE (3)] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These limitations apply regardless of the form of action and even if a limited remedy fails of its essential purpose.

13. Indemnification
You agree to defend, indemnify, and hold harmless the Company and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your products, services, or business; (b) Client Materials, including any claim that they infringe or misappropriate any third-party right; (c) your violation of Amazon’s policies or any applicable law; or (d) your breach of these Terms.

14. Independent Contractor
We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other.

15. Non-Solicitation
During the term of any Order and for 12 months thereafter, you agree not to directly or indirectly solicit for employment or engagement any of our employees or contractors who were involved in providing the Services, without our prior written consent. General public job postings not targeted at our personnel are excluded from this restriction.

16. Force Majeure
Neither party will be liable for any delay or failure to perform (other than a payment obligation) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or utility outages, governmental actions, pandemics, or actions or outages of Amazon or other third-party platforms.

17. Modifications to the Terms

We may update these Terms from time to time. The updated Terms will be posted on the Site with a revised effective date. Material changes will be communicated by email to active clients or by prominent notice on the Site at least 30 days before they take effect. Your continued use of the Site or Services after the effective date constitutes acceptance of the revised Terms.

18. Governing Law and Dispute Resolution

18.1 Governing Law
These Terms are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles.

18.2 Informal Resolution
Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute through written notice and discussion between senior representatives for at least [30] days.

18.3 Arbitration
If the dispute is not resolved informally, it will be finally resolved by binding arbitration administered by [JAMS / AAA] under its applicable rules. The arbitration will be conducted in Sheridan, WY in English by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or equitable relief in court for matters relating to confidentiality or intellectual property.

18.4 Class Action Waiver
Disputes will be resolved on an individual basis. The parties waive any right to participate in a class, collective, or representative action.

19. General

19.1 Entire Agreement
These Terms, together with any Order and the Privacy Policy, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous communications.

19.2 Severability
If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.

19.3 Waiver
No waiver is effective unless in writing and signed by the waiving party. A failure to enforce any provision is not a waiver of future enforcement.

19.4 Assignment
You may not assign these Terms or any Order without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets.

19.5 Notices
Notices to us must be sent to [email protected]. Notices to you may be sent to the email or address on file with us below. Notices are effective upon receipt.

20. Contact Us
Questions about these Terms can be directed to:

RMV LLC

30 N Gould St STE R

Sheridan, WY 82801

Email: [email protected]