Terms of Service

Last Updated: September 21, 2026

These Terms of Service ("Terms") govern your access to and use of HighGround, including the website at highgroundapp.com, the HighGround software platform, and related services provided by HighGround Technology LLC ("HighGround," "we," "us," or "our").

HighGround Technology LLC
400 N Tampa St Ste 1550 PMB 287978
Tampa, FL 33602
United States

The address above is a private mailbox and is not a place of business or a location where in-person notices may be delivered.

Questions about these Terms may be sent to support@highgroundapp.com.

By creating an account, connecting an Amazon account, clicking to accept these Terms, using HighGround, or allowing HighGround to take actions within an Amazon advertising account, you agree to these Terms.

If you do not agree to these Terms, do not use HighGround or connect an Amazon account to HighGround.

1. Acceptance and Eligibility

1.1 Business Use Only

HighGround is intended solely for commercial and business use. It is not intended for personal, household, or consumer use.

You may use HighGround only if you:

1. are at least 18 years old;
2. have the legal capacity to enter into a binding agreement;
3. are using HighGround for business purposes; and
4. have authority to enter into these Terms on behalf of yourself or the business or organization you represent.

If you use HighGround on behalf of a company, agency, brand, seller, vendor, client, or other organization, "you" and "Customer" include that organization, and you represent that you have authority to bind it to these Terms.

1.2 Account Information

You agree to provide accurate, current, and complete account information and to keep that information reasonably up to date.

You are responsible for maintaining the confidentiality and security of your HighGround account credentials and for activities performed through your account by authorized users.

You must notify HighGround promptly if you believe your HighGround account has been accessed or used without authorization.

2. The HighGround Service

HighGround is an advertising optimization platform designed to help businesses manage and optimize advertising campaigns on Amazon.

HighGround may analyze information received through Amazon Seller Central, Amazon Vendor Central, the Amazon Selling Partner API ("SP-API"), the Amazon Ads API, and other authorized Amazon services.

HighGround may use this information to evaluate advertising performance, product performance, profitability, sales, advertising attribution, campaign structure, bids, budgets, keywords, placements, search terms, and other factors relevant to advertising decisions.

Depending on the mode selected by the Customer, HighGround may recommend or publish actions including:

• bid adjustments;
• campaign budget adjustments;
• keyword additions;
• keyword promotions to new match types;
• keyword pauses;
• negative keyword and negative targeting additions;
• creation of campaigns or ad groups needed to hold new keywords; and
• other advertising optimization actions made available through HighGround and supported by Amazon's APIs.

HighGround currently supports Amazon Sponsored Products campaigns in the United States, Canada, and Mexico marketplaces. Support for additional advertising products or marketplaces may be added over time.

HighGround is designed to optimize advertising based on profitability and other available business and advertising signals, rather than relying solely on traditional advertising efficiency metrics.

HighGround does not operate Amazon, Amazon Seller Central, Amazon Vendor Central, Amazon Ads, or any Amazon marketplace.

3. AI, Automated Decision-Making, and Advertising Risk

3.1 HighGround Uses Artificial Intelligence and Automated Systems

HighGround uses artificial intelligence, machine learning, statistical analysis, algorithms, rules-based systems, automated decision-making, and other computational methods to analyze data and generate advertising recommendations or actions.

These systems may make decisions based on historical data, Amazon data, Customer-provided information, calculated metrics, estimated relationships between advertising and sales, and other available signals.

Artificial intelligence and automated systems are not infallible.

HighGround's recommendations, predictions, calculations, classifications, explanations, and automated actions may be incomplete, inaccurate, delayed, inappropriate for a particular product or circumstance, or different from the decision that a human advertising professional might make.

3.2 Advertising Decisions Involve Financial Risk

Amazon advertising involves financial risk.

Any advertising action may result in increased advertising spend, decreased advertising spend, changes in traffic, changes in conversion rates, lost impressions, reduced sales, increased sales, changes in organic ranking, changes in paid ranking, reduced profitability, increased profitability, or other business effects.

A recommendation or action that performs well for one product, account, market, time period, or Customer may perform differently for another.

By using HighGround, you acknowledge that advertising performance can change rapidly and can be affected by factors outside HighGround's control, including competition, pricing, inventory, seasonality, Amazon policy changes, listing changes, market conditions, consumer behavior, algorithm changes, promotions, reviews, fulfillment performance, and other factors.

3.3 No Human Review Requirement

Unless expressly stated otherwise for a particular feature, HighGround is not obligated to have a human employee review an AI-generated recommendation, automated decision, or advertising action before it is presented or published.

In Autonomous mode, advertising actions may be generated and published entirely through automated systems.

3.4 Customer Responsibility for AI and Automated Outputs

You are responsible for deciding whether HighGround and its automation settings are appropriate for your business.

In Advisory mode, you are responsible for reviewing recommendations before approving them.

In Autonomous mode, you are responsible for selecting the mode, configuring available controls, monitoring the resulting advertising activity, and determining whether Autonomous mode should remain enabled.

HighGround's AI-generated recommendations, explanations, scores, projections, classifications, alerts, or actions are not financial, accounting, tax, legal, investment, or other professional advice.

4. Amazon Account Connection and Authorization

4.1 Connecting Amazon Accounts

To use applicable HighGround features, you may connect an Amazon Seller Central account, Amazon Vendor Central account, Amazon Ads account, or related Amazon profile through Amazon's supported authorization process, including OAuth.

When you connect an Amazon account, you authorize HighGround to access information made available through the applicable Amazon APIs within the permissions you approve.

4.2 Authorization to Take Actions

By connecting an Amazon advertising account and using features that publish advertising changes, you expressly authorize HighGround to access and modify the connected advertising account through Amazon's APIs as described in these Terms and within the functionality you enable.

This authorization may include authority to create, modify, pause, enable, or otherwise change advertising settings, including bids, budgets, keywords, targeting, negative keywords, and related campaign settings.

You appoint HighGround as your limited agent solely for the purpose of transmitting authorized advertising instructions to Amazon through the applicable Amazon APIs.

This limited authorization does not create a partnership, joint venture, fiduciary relationship, employment relationship, or general agency relationship between you and HighGround.

HighGround has no authority to act on your behalf outside the functions you authorize through the Service.

4.3 Your Right to Grant Access

You represent and warrant that:

1. you own or control each Amazon account you connect, or have sufficient authority from its owner to connect it;
2. you have authority to authorize HighGround to access data from that account;
3. you have authority to permit HighGround to modify advertising campaigns within that account; and
4. your use of HighGround does not violate any agreement between you and Amazon or between you and another party.

5. Agency Accounts and Client Authorization

HighGround may allow agencies and other service providers to manage multiple client accounts within a single workspace.

5.1 Client Authorization

If you connect or manage an Amazon account belonging to a client or another third party, you represent and warrant that you have obtained written authorization from that client or account owner permitting you to:

1. connect the account to HighGround;
2. permit HighGround to access data from the account;
3. permit HighGround to analyze the account;
4. permit HighGround to make advertising recommendations relating to the account; and
5. if Autonomous mode is enabled, permit HighGround to publish advertising changes to the account without individual approval of each action.

HighGround may request reasonable evidence of this authorization.

5.2 Agency Billing

Each client account connected through an agency workspace is billed separately based on the advertising spend associated with that client account or connected Amazon advertising profile.

Each client account may maintain its own payment method.

The person or entity whose payment method is designated for a client account is responsible for fees charged to that payment method.

Unless an agency separately agrees to assume responsibility for a client's HighGround fees, an agency is not automatically liable for amounts owed by a client merely because the agency manages the client's account through an agency workspace.

If a payment associated with one client account fails, HighGround may suspend or terminate functionality for that client account without suspending unrelated client accounts in the same agency workspace.

If an agency uses its own payment method for a client account, the agency is responsible for the applicable charges.

5.3 Agency Responsibility

An agency remains responsible for its own use of HighGround, including account configuration, permissions, mode selection, and actions taken by its authorized users.

6. Customer Responsibilities

You remain responsible for your Amazon business and Amazon advertising accounts at all times.

6.1 Accurate Business Data

You are responsible for the accuracy of information you provide to HighGround.

This includes product costs, cost of goods sold, margins, profitability assumptions, target metrics, business objectives, and other information used by HighGround to calculate or recommend advertising actions.

Incorrect or incomplete information may cause HighGround to generate inappropriate recommendations or take inappropriate actions.

6.2 Amazon Compliance

You are responsible for complying with:

• Amazon's terms and conditions;
• Amazon Seller Central or Vendor Central requirements;
• Amazon Ads policies;
• applicable advertising rules;
• applicable laws and regulations; and
• any other requirements applicable to your Amazon account or business.

HighGround does not guarantee that your Amazon account, listings, products, advertising, or business practices comply with Amazon's requirements.

6.3 Account Standing

You are responsible for maintaining your Amazon accounts in good standing.

HighGround is not responsible for Amazon account suspensions, listing suspensions, advertising restrictions, policy violations, enforcement actions, or other actions taken by Amazon.

6.4 Account Monitoring

You are responsible for reasonably monitoring your Amazon advertising account, particularly when Autonomous mode is enabled.

HighGround is an optimization tool, not a substitute for Customer oversight of its business.

You should promptly disable automation or disconnect an account if you believe HighGround is taking actions that are inconsistent with your objectives.

7. Advisory and Autonomous Modes

HighGround provides two primary optimization modes.

7.1 Advisory Mode

In Advisory mode, HighGround analyzes available information and presents recommended advertising actions to you.

HighGround may provide reasoning, calculations, supporting data, or other explanations for a recommendation.

A recommended action is not published to your Amazon advertising account until an authorized user approves it through HighGround.

You remain responsible for deciding whether to approve or reject each recommendation.

7.2 Autonomous Mode

In Autonomous mode, HighGround is authorized to publish advertising optimizations to your connected Amazon advertising account automatically.

Individual advertising actions do not require your prior approval.

By enabling Autonomous mode, you expressly acknowledge and agree that:

1. you are specifically requesting that HighGround make advertising decisions and publish advertising changes without asking you to approve every individual action;
2. HighGround may increase or decrease bids and budgets or otherwise modify campaigns based on its automated analysis;
3. those actions can affect how much money is spent on advertising;
4. those actions can affect advertising traffic, sales, product ranking, profitability, and other business results;
5. HighGround may take multiple advertising actions between your reviews of the account;
6. you remain responsible for monitoring your advertising account and determining whether Autonomous mode remains appropriate; and
7. you accept the financial and business risks associated with allowing an automated system to make advertising decisions.

Your decision to enable Autonomous mode constitutes your continuing authorization for HighGround to publish supported advertising changes until Autonomous mode is disabled, the relevant account is disconnected, your HighGround account is suspended or terminated, or HighGround otherwise stops providing the functionality.

7.3 Switching Modes

You may switch between Advisory and Autonomous modes using the controls made available by HighGround.

Changes to mode settings may require processing time before all pending or in-process actions stop.

HighGround cannot guarantee that an action already transmitted to Amazon can be interrupted or withdrawn.

7.4 Published Action Verification

For supported action types, HighGround performs a read-back check after publishing an advertising action. HighGround reads the applicable live value or status reported by Amazon and compares it with the action HighGround attempted to publish.

HighGround records the verification result and makes it available in the Customer's action history, including whether the action's status is Verified, Mismatch, or Skipped.

Not all published action types are subject to read-back verification. The action types covered by read-back verification are those supported by HighGround at the time the action is published, and HighGround may add or change covered action types as the Service develops.

HighGround does not automatically retry or republish an action that returns a mismatch. A mismatch is recorded and surfaced to the Customer for review.

Read-back verification confirms the value or status Amazon reports at the time of verification. It does not guarantee that:

• Amazon will continue applying the value;
• Amazon will not later modify the value;
• another authorized user or system will not later change the value;
• the advertising action will achieve its intended result; or
• the underlying advertising decision was correct.

8. No Guarantee of Results

HighGround does not guarantee advertising or business results.

HighGround makes no representation, warranty, promise, or guarantee regarding:

• return on advertising spend or ROAS;
• Earned ROAS;
• advertising cost of sales or ACoS;
• total advertising cost of sales or TACoS;
• organic sales;
• paid sales;
• organic ranking;
• paid ranking;
• revenue;
• profit;
• margin;
• conversion rate;
• click-through rate;
• cost per click;
• impressions;
• traffic;
• market share;
• advertising spend;
• campaign performance;
• account growth; or
• any other advertising or business outcome.

Past performance is not a guarantee of future performance.

Results may vary materially between Customers, accounts, campaigns, products, marketplaces, and time periods.

8.1 Illustrative Models and Marketing Examples

HighGround may display models, examples, calculations, scenarios, case studies, benchmarks, or projections on its website or in marketing materials.

Unless expressly stated otherwise, illustrative models are hypothetical examples based on assumptions, industry benchmarks, sample data, or modeled scenarios.

They are provided to explain concepts and potential outcomes and are not promises, forecasts, guarantees, or representations of the results any Customer will achieve.

9. Third-Party Services and Amazon Dependencies

9.1 Amazon Is a Third Party

Amazon and its affiliates are independent third parties and are not controlled by HighGround.

HighGround is not Amazon and does not operate Amazon Seller Central, Amazon Vendor Central, Amazon Ads, SP-API, or the Amazon Ads API.

9.2 API Availability

HighGround depends on third-party APIs and services to provide significant portions of its functionality.

Amazon may, at any time:

• modify its APIs;
• modify data definitions;
• delay data;
• revise historical data;
• throttle API requests;
• impose rate limits;
• change authorization requirements;
• discontinue endpoints;
• restrict account access;
• change advertising functionality;
• change attribution methodologies;
• modify policies; or
• withdraw access entirely.

HighGround is not responsible for losses or service interruptions caused by these events.

9.3 Amazon Data

Data received from Amazon may be delayed, incomplete, preliminary, revised, duplicated, unavailable, or inconsistent across Amazon systems.

HighGround may recalculate metrics or recommendations when Amazon revises underlying data.

HighGround is not responsible for errors originating in information supplied by Amazon or another third-party service.

9.4 Amazon Enforcement

HighGround is not responsible for Amazon account suspensions, advertising restrictions, listing restrictions, policy enforcement, marketplace changes, or other decisions made by Amazon.

Nothing in these Terms limits any separate agreement you have directly with Amazon.

10. Fees and Billing

10.1 Subscription Fee

Unless another written pricing arrangement applies to your account, HighGround charges a monthly fee equal to 1% of Amazon advertising spend associated with each connected Amazon advertising profile.

There are no onboarding fees, setup fees, seat fees, feature tiers, minimum monthly charges, or annual commitments under HighGround's standard self-service pricing unless expressly disclosed and agreed to separately.

10.2 Advertising Spend

For purposes of HighGround billing, Amazon advertising spend means the gross advertising spend reported by Amazon through the Amazon Ads API for the connected advertising profile, excluding taxes, excluding Amazon DSP spend unless separately agreed, and net of any credits or invalid-traffic adjustments Amazon reflects in reported spend.

Put simply, the amount Amazon reports as advertising spend for the applicable connected profile is the amount HighGround uses to calculate the 1% fee.

10.3 Billing Timing

HighGround calculates fees using the Amazon advertising spend reported for each billing period. Billing periods run monthly, beginning on the date your paid subscription starts after any free trial. Fees are charged to your payment method through Stripe at the end of each billing period, in arrears.

If Amazon subsequently revises reported advertising spend for a previously billed period, HighGround may make a corresponding adjustment on a later charge.

10.4 No Minimum Charge

There is no minimum monthly charge under HighGround's standard pricing.

10.5 Payment Processing

Payments may be processed by Stripe or another payment processor designated by HighGround.

Your use of third-party payment processing services may also be subject to the payment processor's own terms and privacy practices.

You authorize HighGround and its payment processor to charge your selected payment method for amounts due under these Terms.

10.6 Failed Payments

If a payment fails, HighGround may attempt to process the payment again and may notify you that payment is overdue.

If payment remains unpaid for 10 days after its due date, HighGround may suspend Autonomous mode and other functionality that publishes changes to the affected Amazon advertising account.

During suspension, HighGround may preserve the account, configuration, and applicable data while stopping new automated advertising actions.

Suspension does not automatically reverse advertising actions already published to Amazon.

If an unpaid balance remains outstanding for 30 days, HighGround may terminate the affected HighGround account or connected advertising profile.

Suspension or termination does not eliminate amounts already owed.

10.7 Refunds

Except where required by applicable law or expressly agreed by HighGround in writing, payments are non-refundable.

Because the Service is month to month and may be canceled at any time, HighGround does not provide prorated refunds for partial billing periods.

10.8 Taxes

Fees stated by HighGround do not include taxes unless expressly stated otherwise.

You are responsible for applicable sales, use, value-added, withholding, or similar taxes associated with your purchase of the Service, except taxes based on HighGround's net income.

10.9 Trials and Promotional Access

HighGround offers new customers a 15-day free trial. A valid payment method is required to start the trial. No fee is charged during the trial. Unless you cancel before the trial ends, your paid subscription begins when the trial ends and fees are calculated as described in Section 10.3.

HighGround may also offer promotional periods, credits, pilot programs, or other limited access from time to time. Additional terms presented with those offers apply to them. Unless expressly stated otherwise, a trial or promotion does not alter these Terms.

11. Term and Cancellation

11.1 Month-to-Month Service

HighGround's standard subscription is month to month.

There is no annual commitment unless you separately agree to one in writing.

11.2 Cancellation

You may cancel your HighGround subscription at any time through available account controls or by contacting support@highgroundapp.com.

Cancellation stops future subscription periods but does not eliminate charges already incurred based on advertising spend occurring before cancellation becomes effective.

11.3 Effect on Automation

After cancellation takes effect, HighGround will stop initiating new advertising optimization actions for the canceled account after applicable processing is completed.

An advertising action already transmitted to Amazon before cancellation may still be processed by Amazon.

11.4 Previously Published Campaign Changes Remain in Place

Cancellation, termination, switching modes, or disconnecting HighGround does not automatically reverse advertising changes previously published to your Amazon account.

Bids, budgets, keywords, negative keywords, campaign settings, and other changes already accepted by Amazon remain in your Amazon account unless you, another authorized user, Amazon, or another authorized system changes them.

You are responsible for reviewing your Amazon account and making any desired changes after cancellation or disconnection.

11.5 Data Following Cancellation

Following cancellation or termination, HighGround retains Customer Data for up to 90 days. This period supports account reactivation, billing reconciliation, dispute resolution, support, security, and legal compliance.

At the end of that period, HighGround deletes or de-identifies Customer Data that it is not otherwise permitted or required to retain.

A Customer may request deletion before the end of the 90 day period by contacting HighGround at support@highgroundapp.com. HighGround will process the request subject to applicable law, applicable Amazon requirements, and records HighGround is required or permitted to retain.

Amazon-sourced data is deleted or restricted on the schedule required by Amazon's applicable policies and agreements. Where an Amazon requirement is shorter than 90 days, the Amazon requirement controls with respect to Amazon-sourced data.

Amazon Selling Partner API Information is deleted within 30 days after HighGround's authorization to access the applicable Amazon account is revoked or terminated.

Information contained in backups may remain until those backups are deleted according to HighGround's ordinary backup retention cycle.

HighGround may retain information for longer where required by law, necessary to establish or defend legal claims, necessary for fraud or security purposes, or permitted or required under applicable third-party platform requirements. Billing and transaction records are retained as required by applicable law.

12. Suspension and Termination by HighGround

HighGround may suspend or terminate access to the Service if:

1. you materially violate these Terms;
2. payment remains overdue;
3. your use of the Service creates a security, legal, fraud, or platform-integrity risk;
4. HighGround reasonably believes you lack authority to manage a connected Amazon account;
5. Amazon requires HighGround to suspend access;
6. continuing to provide the Service could violate applicable law, Amazon requirements, or third-party rights; or
7. HighGround discontinues the Service.

When reasonably practicable, HighGround will provide notice before terminating an account for a curable breach.

HighGround may act immediately where reasonably necessary to protect HighGround, Customers, Amazon accounts, third parties, or the security or integrity of the Service.

13. Intellectual Property

13.1 HighGround Property

HighGround and its licensors retain all right, title, and interest in and to the Service, including its:

• software;
• algorithms;
• AI systems;
• models and methodologies;
• workflows;
• user interfaces;
• designs;
• documentation;
• report formats;
• trademarks;
• branding;
• software architecture;
• optimization logic; and
• other intellectual property.

These Terms do not transfer ownership of HighGround's intellectual property to you.

13.2 Limited Right to Use the Service

Subject to these Terms and payment of applicable fees, HighGround grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes during your subscription.

An agency may use HighGround to provide authorized services to its clients.

13.3 Restrictions

You may not, except where applicable law expressly permits otherwise:

• copy or reproduce the Service;
• sell or sublicense access to the Service;
• reverse engineer or attempt to derive source code from the Service;
• circumvent security or access restrictions;
• interfere with the Service through automated or other means;
• use HighGround to violate Amazon policies or applicable law;
• intentionally introduce malicious code;
• access another Customer's account or data without authorization; or
• use HighGround's intellectual property to create a substantially similar competing service through unauthorized copying.

14. Customer Data and Amazon Data

14.1 Customer Data

As between HighGround and Customer, Customer retains its rights in information Customer directly provides to HighGround, subject to any rights held by third parties.

Information obtained from Amazon remains subject to Amazon's applicable terms, policies, ownership rights, restrictions, and data-use requirements.

Nothing in these Terms gives Customer or HighGround ownership of data that Amazon owns or controls under its agreements.

14.2 License to Process Customer Data

You authorize HighGround to host, access, copy, transmit, process, analyze, and transform Customer Data only as reasonably necessary to:

• provide the Service;
• generate recommendations;
• operate Advisory and Autonomous modes;
• calculate metrics;
• provide reporting;
• maintain and secure the Service;
• provide support;
• prevent fraud or abuse;
• perform billing;
• comply with law; and
• perform other functions you expressly request through the Service.

14.3 Amazon-Sourced Data Restrictions

HighGround will access, use, retain, combine, disclose, and process Amazon-sourced data only to the extent permitted by HighGround's applicable agreements and policies with Amazon and applicable law.

Nothing in these Terms grants HighGround broader rights to Amazon-sourced data than Amazon permits.

Without limiting the foregoing, HighGround will not rely on these Terms as authorization to sell, license, commercially aggregate, disclose, repurpose, or combine Amazon-sourced data across Customers or with unrelated third-party data where doing so is prohibited by Amazon.

If a Customer instruction conflicts with an applicable Amazon data restriction, HighGround may decline to carry out that instruction.

14.4 De-Identified Operational Information

HighGround may create and use de-identified or aggregated information derived solely from data it is legally and contractually permitted to use for that purpose.

This provision does not authorize any use of Amazon-sourced data that is prohibited or restricted by Amazon.

HighGround will not publicly identify a Customer as the source of de-identified or aggregated information without that Customer's permission.

15. Privacy

HighGround's collection, use, and handling of personal information is described in the HighGround Privacy Policy.

The Privacy Policy is incorporated by reference to the extent applicable.

These Terms do not replace the Privacy Policy.

You are responsible for ensuring that you have any permissions, notices, consents, or legal bases required to provide personal information to HighGround.

16. Confidentiality

Each party may receive non-public information from the other party that is designated as confidential or that reasonably should be understood to be confidential based on the nature of the information and circumstances of disclosure.

Confidential Information may include business plans, financial information, product information, pricing information, Customer Data, technology, trade secrets, software, and other non-public business information.

The receiving party will:

1. use Confidential Information only as reasonably necessary to perform or receive the Service;
2. take reasonable measures to protect it from unauthorized disclosure; and
3. disclose it only to personnel, contractors, professional advisers, or service providers who have a legitimate need to know it and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate:

• was lawfully known without confidentiality obligations before disclosure;
• becomes publicly available without breach of these Terms;
• is received lawfully from another source without confidentiality restrictions; or
• is independently developed without use of the other party's Confidential Information.

A party may disclose Confidential Information when required by law, court order, or governmental process, subject to legally permitted notice to the other party where reasonably practicable.

17. Availability, Marketplaces, and Geographic Scope

HighGround may support only certain Amazon marketplaces, countries, account types, advertising products, or API capabilities at a given time.

The marketplaces and functionality available to you are those supported by HighGround within the Service at the time of use.

The availability of HighGround for a particular marketplace does not represent or warrant that the Service is legally appropriate for every Customer or every jurisdiction.

You are responsible for determining whether your use of HighGround complies with laws applicable to your business, location, products, advertising, and customers.

HighGround may add, limit, or discontinue marketplace availability when reasonably necessary because of Amazon requirements, applicable law, technical limitations, or product decisions.

HighGround currently offers the Service to business customers in the United States, Canada, and Mexico and does not actively market the Service to businesses in the European Union, European Economic Area, or United Kingdom.

18. Service Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."

HIGHGROUND DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, HIGHGROUND DOES NOT WARRANT THAT:

• THE SERVICE WILL BE UNINTERRUPTED;
• THE SERVICE WILL ALWAYS BE AVAILABLE;
• THE SERVICE WILL BE ERROR-FREE;
• AI OR AUTOMATED DECISIONS WILL BE ACCURATE;
• RECOMMENDATIONS WILL BE PROFITABLE;
• AMAZON DATA WILL BE ACCURATE OR TIMELY;
• AMAZON WILL ACCEPT OR MAINTAIN A PUBLISHED CHANGE;
• EVERY SOFTWARE OR THIRD-PARTY ERROR WILL BE DETECTED;
• DATA WILL NEVER BE LOST;
• THE SERVICE WILL MEET EVERY CUSTOMER REQUIREMENT; OR
• USE OF HIGHGROUND WILL RESULT IN ANY PARTICULAR BUSINESS OR ADVERTISING OUTCOME.

HIGHGROUND DOES NOT PROVIDE A GUARANTEED UPTIME COMMITMENT, SERVICE LEVEL AGREEMENT, OR RESPONSE-TIME COMMITMENT UNLESS HIGHGROUND EXPRESSLY AGREES TO ONE IN A SEPARATE WRITTEN AGREEMENT.

Nothing in this Section limits the express description of HighGround's published-action read-back process in Section 7.4.

19. Limitation of Liability

19.1 Assumption of Advertising Risk

You acknowledge that you control whether an Amazon account is connected to HighGround and whether Autonomous mode is enabled.

You further acknowledge that HighGround's fees may be substantially smaller than the amount of advertising spend, product revenue, or other business value potentially affected by advertising decisions.

The allocation of risk in these Terms, including this Section 19, is a material basis of the agreement between you and HighGround.

19.2 Advertising Spend Is the Customer's Responsibility

HIGHGROUND IS NOT RESPONSIBLE OR LIABLE FOR THE AMOUNT YOU SPEND ON AMAZON ADVERTISING.

ADVERTISING SPEND PAID OR OWED TO AMAZON IS NOT A HIGHGROUND FEE AND WILL NOT BE INCLUDED WHEN CALCULATING HIGHGROUND'S LIABILITY UNDER THESE TERMS.

Without limiting the foregoing, HighGround will not be liable for losses based on allegations that an automated or recommended advertising action:

• increased advertising spend;
• reduced advertising spend;
• increased or decreased a bid;
• changed a budget;
• caused a campaign to exhaust its budget;
• caused an advertising opportunity to be missed;
• caused sales to increase or decrease;
• caused organic or paid ranking to change;
• caused profitability to increase or decrease;
• changed traffic or conversion rates; or
• otherwise produced an undesirable advertising or business result.

19.3 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HIGHGROUND AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY:

• INDIRECT DAMAGES;
• INCIDENTAL DAMAGES;
• SPECIAL DAMAGES;
• EXEMPLARY DAMAGES;
• PUNITIVE DAMAGES;
• CONSEQUENTIAL DAMAGES;
• LOST PROFITS;
• LOST REVENUE;
• LOST SALES;
• LOST BUSINESS OPPORTUNITY;
• LOST GOODWILL;
• LOST OR REDUCED PRODUCT RANKING;
• LOST MARKET SHARE;
• LOSS OF DATA;
• COST OF SUBSTITUTE SERVICES; OR
• AMAZON ADVERTISING SPEND,

ARISING OUT OF OR RELATING TO HIGHGROUND, THE SERVICE, AN ADVERTISING RECOMMENDATION OR ACTION, OR THESE TERMS, EVEN IF HIGHGROUND HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

19.4 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HIGHGROUND'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE, THESE TERMS, OR YOUR USE OF HIGHGROUND WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO HIGHGROUND DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IF YOU HAVE USED HIGHGROUND FOR LESS THAN 12 MONTHS, THE CAP WILL BE THE TOTAL FEES ACTUALLY PAID BY YOU DURING YOUR USE OF THE SERVICE BEFORE THE EVENT GIVING RISE TO THE CLAIM.

For clarity, amounts paid or payable to Amazon for advertising are not fees paid to HighGround and are not included in this calculation.

19.5 Application of Limitations

The limitations in this Section apply regardless of the theory of liability, including contract, tort, negligence, strict liability, statutory liability, or otherwise, to the fullest extent permitted by applicable law.

Nothing in these Terms excludes or limits liability that applicable law does not permit the parties to exclude or limit.

20. Indemnification

You agree to defend, indemnify, and hold harmless HighGround and its members, managers, officers, employees, contractors, affiliates, licensors, and service providers from and against third-party claims, damages, losses, liabilities, judgments, penalties, costs, and reasonable attorneys' fees arising from or relating to:

1. your violation of these Terms;
2. your violation of applicable law;
3. your violation of Amazon's terms, policies, or requirements;
4. your Amazon products, listings, advertising, or business practices;
5. inaccurate information supplied by you to HighGround;
6. your use of HighGround without sufficient authority;
7. a client account connected by an agency without proper authorization;
8. your infringement or violation of a third party's rights; or
9. instructions or configurations provided by you that cause HighGround to take actions on your behalf.

HighGround will provide reasonable notice of an indemnified claim.

You may not settle an indemnified claim in a manner that admits wrongdoing by HighGround, imposes liability or obligations on HighGround, or restricts HighGround's operations without HighGround's prior written consent.

21. Changes to the Service

HighGround may modify, add, remove, improve, replace, or discontinue features of the Service.

This may include changes made in response to Amazon API changes, Amazon policies, security requirements, technical limitations, Customer feedback, product development, or other business considerations.

HighGround does not guarantee that any particular feature will remain available indefinitely.

If HighGround permanently discontinues a material portion of a paid Service, HighGround will make reasonable efforts to provide advance notice where practicable.

22. Changes to These Terms and Pricing

HighGround may update these Terms from time to time.

For material changes to these Terms or standard pricing, HighGround will provide at least 30 days' advance notice before the change becomes effective, unless a shorter period is reasonably necessary because of law, security concerns, Amazon requirements, fraud prevention, or another urgent circumstance.

Notice may be provided by email, through the Service, or by another reasonable electronic method.

If you do not agree to a material change, you may stop using HighGround and cancel your subscription before the change takes effect.

Your continued use of HighGround after the effective date of updated Terms constitutes acceptance of the updated Terms.

23. Governing Law and Disputes

23.1 Florida Law

These Terms and any dispute arising out of or relating to HighGround or these Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles.

23.2 Exclusive Venue

Except for claims properly brought in a court with small claims jurisdiction, any lawsuit arising out of or relating to these Terms or the Service must be brought exclusively in a state or federal court with jurisdiction located in Hillsborough County, Florida.

Each party irrevocably consents to the personal jurisdiction and venue of those courts.

23.3 Informal Dispute Resolution

Before filing a lawsuit, each party agrees to make a good-faith effort to resolve the dispute informally.

A party initiating a dispute must send written notice describing the dispute and requested resolution.

Legal dispute notices to HighGround must be sent to support@highgroundapp.com with the subject line "Legal Notice."

The parties will have 30 days following receipt of the notice to attempt to resolve the dispute before initiating formal proceedings, unless emergency or injunctive relief is reasonably necessary.

23.4 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND HIGHGROUND AGREE THAT ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL BE BROUGHT ONLY IN THE PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, REPRESENTATIVE, OR PARTICIPANT IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

Neither party will seek to have a dispute heard as a class action, collective action, private attorney general action, or other proceeding in which either party acts or proposes to act in a representative capacity.

23.5 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND HIGHGROUND KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, CLAIM, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

24. Notices

24.1 Notices to You

HighGround may provide operational or legal notices through:

• email sent to the address associated with your account;
• notices displayed within HighGround; or
• another reasonable electronic method.

You are responsible for maintaining a current email address associated with your account.

24.2 Notices to HighGround

General notices may be sent to:

support@highgroundapp.com

Legal notices must identify the matter as a legal notice and should use the subject line "Legal Notice."

HighGround's mailing address is:

HighGround Technology LLC
400 N Tampa St Ste 1550 PMB 287978
Tampa, FL 33602
United States

This mailing address is a private mailbox. It is not a physical place of business and should not be used for attempted in-person delivery.

Nothing in this section modifies any method of service of process required by applicable law.

25. Force Majeure

HighGround will not be liable for delay, interruption, or failure to perform caused by circumstances beyond its reasonable control.

These circumstances may include:

• Amazon outages;
• Amazon API failures or restrictions;
• internet or telecommunications failures;
• hosting or infrastructure outages;
• cybersecurity incidents affecting third parties;
• natural disasters;
• hurricanes;
• fires;
• floods;
• power failures;
• acts of government;
• war;
• terrorism;
• civil unrest;
• labor disputes;
• epidemics or pandemics; or
• other events outside HighGround's reasonable control.

26. Assignment

You may not assign or transfer these Terms or your rights under them without HighGround's prior written consent, except as part of a bona fide merger, reorganization, or sale of substantially all of your business or assets, provided the successor agrees to these Terms.

HighGround may assign these Terms in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, or transfer of the HighGround business.

27. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in effect.

28. Waiver

A failure by either party to enforce a provision of these Terms does not waive the right to enforce that provision later.

A waiver is effective only if made in writing by the party granting the waiver.

29. No Partnership or Fiduciary Relationship

These Terms do not create a partnership, joint venture, employment relationship, franchise, or fiduciary relationship between you and HighGround.

HighGround's limited authority to transmit advertising actions to Amazon on your behalf is solely for providing the Service and does not make HighGround responsible for managing your overall business or acting as your fiduciary.

30. No Third-Party Beneficiaries

Except for parties expressly entitled to indemnification or liability protection under these Terms, these Terms do not create enforceable rights for any person or entity other than you and HighGround.

31. Entire Agreement

These Terms, together with the Privacy Policy and any additional written terms expressly agreed between you and HighGround, constitute the entire agreement between you and HighGround concerning the Service and replace prior or contemporaneous agreements, representations, or understandings concerning the same subject matter.

If a separately signed written agreement between you and HighGround expressly conflicts with these Terms, the separately signed agreement controls to the extent of that conflict.

32. Survival

Provisions that by their nature should continue after termination will survive termination of these Terms.

This includes provisions concerning fees owed, intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, disputes, governing law, and general legal provisions.

33. Contact

Questions concerning these Terms or the HighGround Service may be sent to:

HighGround Technology LLC
400 N Tampa St Ste 1550 PMB 287978
Tampa, FL 33602
United States

Email: support@highgroundapp.com
Website: highgroundapp.com