These Terms of Service (the “Terms”) are a binding legal agreement between you (the “Customer” or “you”) and PGBDIC LLC, the Illinois limited liability company that operates Shelfdoc (“Shelfdoc,” “we,” “us,” or “our”). These Terms govern your access to and use of the Shelfdoc software-as-a-service platform and any related services (collectively, the “Service”). By clicking “I agree,” creating an account, connecting an Amazon Seller Central account, paying a subscription fee, or otherwise accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.
If you are entering into these Terms on behalf of a company or other entity, you represent and warrant that you are at least the age of majority in your jurisdiction, that you have full authority to bind that entity to these Terms, and that you understand the entity will be jointly and severally bound with you to every obligation set out below. In that case, “you” refers to both you personally and that entity.
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING INDIVIDUAL-ARBITRATION CLAUSE, A CLASS-ACTION WAIVER, A JURY-TRIAL WAIVER, A ONE-YEAR LIMITATIONS PERIOD, A ONE-WAY INDEMNIFICATION RUNNING FROM YOU TO US, A BROAD DISCLAIMER OF WARRANTIES, AND A SUBSTANTIAL CAP ON OUR LIABILITY. THESE PROVISIONS AFFECT YOUR LEGAL RIGHTS.
Assumption of risk. Shelfdoc is a software tool that supports your existing FBA workflow by tracking expiration dates, surfacing alerts, computing recommendations, submitting requests you authorize to Amazon, and recording an audit trail. The Service does notmake business decisions for you. Every mapping, every Unsellable by Date, every Disposal Request, every Override price, every FEFO price update, every Subscribe & Save transfer, and every Account-Health response is your decision and your responsibility. Amazon controls acceptance, processing, timing, and final disposition of every request submitted through the Service. Software, data, and integration errors can and do occur. You agree to verify material actions in Seller Central and to maintain your own independent records.
1. Description of Service
Shelfdoc is a software tool intended for Amazon FBA sellers managing expiration-dated inventory. It integrates with Amazon's Selling Partner API (SP-API) to read inventory data, track expiration dates and “Unsellable by Date” values that you map, submit Disposal Requests that you explicitly authorize, submit FEFO price updates that you configure, submit FBA→FBM channel flips and Override price guard-price updates that you authorize, support Shipment Setup Overrides on mapped stranded MSKUs, and provide reporting, alerts, and audit-trail exports. Shelfdoc currently supports Disposal Requests for expired FBA inventory. Return Orders, liquidation, and other Amazon removal options are not part of what Shelfdoc files today.
Shelfdoc is workflow automation and decision support, not an Amazon agent and not an advisor. The Service operates on the inventory data, mappings, rules, and approvals you provide. It does not substitute for your independent judgment, your obligations to Amazon, or the advice of qualified professionals. All decisions about your Amazon inventory — including whether to relist, remove, price, or dispose of any unit — remain yours.
2. Account Registration
You must provide accurate, current, and complete information when registering and keep it current. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account, including activity by any person you allow to use your credentials. You must be at least 18 years old and legally capable of entering into a binding contract. The Service is intended for business use; use for personal or household purposes is neither supported nor contemplated.
Accounts are single-user. You may not share credentials with third parties or allow access by anyone other than a single named user. Team / multi-user features are not part of the Service as of the effective date above.
3. Subscriptions, Fees, and Billing
3.1 Plans
- Starter — $29/month: Up to 10 actively mapped MSKUs.
- Operator — $49/month: Up to 50 actively mapped MSKUs.
- Scale — $149/month: Up to 250 actively mapped MSKUs.
- Above 250 actively mapped MSKUs: Custom pricing — contact Shelfdoc at support@shelfdoc.com.
Plan caps count active mapped MSKUs. Monitoring (post-expiration history), recently-expired, ignored, and unmapped rows do not count toward the cap. Monitoring MSKUs remain under permanent disposal monitoring at no additional charge — if Amazon later reports new FBA inventory under a Monitoring MSKU, Shelfdoc surfaces it for seller review. Subscribers from earlier pricing models (including the prior “Unlimited” tier) are grandfathered into their original cap and price; their Settings → Billing card labels the plan as legacy.
Plan features, tier prices, MSKU caps, and any optional annual-billing discounts are as described at shelfdoc.com/pricingat the time you subscribe. We may change prices prospectively on at least thirty (30) days' written notice (which may be delivered by email to the address on your account or by in-app notice). Price changes never apply retroactively to an already-paid billing period.
3.2 Billing
Fees are charged in advance through Stripe at the start of each billing period in the currency shown at checkout. You authorize us and Stripe to charge the payment method on file for all amounts owed. If a charge fails, we may suspend or terminate access until payment is current; fees continue to accrue during suspension. Payment processing is handled by Stripe under its PCI-DSS compliance; Shelfdoc does not store, transmit, or handle card numbers, CVC, or other primary cardholder data, and our environment is scoped accordingly (PCI SAQ-A).
3.3 No Refunds; No Cancellation Within a Paid Period
All sales are final. Fees already paid are non-refundable except where a non-waivable applicable law expressly requires otherwise. Shelfdoc does not offer voluntary refunds, credits, prorated refunds, satisfaction guarantees, money-back guarantees, or fee absorption for any reason — including dissatisfaction with the Service, your decision to stop using it, your Amazon account status, or any third-party action. Cancellation stops future billing or renewal; it does not refund the current paid term. You may stop a future renewal by emailing support@shelfdoc.com or by using the cancel-renewal flow inside the Service before the renewal date. On cancellation, the Service continues through the end of the current paid period and is not renewed. There is no termination fee, and there is no early-cancellation fee.
3.4 Taxes
Fees exclude taxes. You are responsible for all sales, use, VAT, GST, and similar taxes, other than taxes on our net income.
4. Acceptable Use
You agree not to, and not to permit any third party to:
- Use the Service for any unlawful, fraudulent, or abusive purpose, or in a way that violates any law, regulation, or third-party contract (including Amazon's Seller Code of Conduct, Acceptable Use Policy, or SP-API Developer Agreement);
- Submit inventory data or act on behalf of an Amazon seller account you are not authorized to access;
- Attempt to reverse engineer, decompile, disassemble, or extract the source code of the Service, except to the minimum extent applicable law expressly permits;
- Probe, scan, or test the vulnerability of the Service, or breach any security or authentication feature, without our prior written consent;
- Use the Service in a way that could damage, disable, overload, or impair our servers or networks, or that could degrade the Service for others;
- Share account credentials with any other person, or operate the Service under a single account for multiple distinct sellers;
- Resell, sublicense, lease, lend, or rent the Service, or use it to offer a substantially similar service to third parties;
- Remove or alter any proprietary or legal notices in the Service or in any output.
5. Amazon Selling Partner API; Seller-Directed Actions
5.1 Authorization
You grant Shelfdoc limited, revocable permission to access your Amazon Selling Partner account data and to submit requests on your behalf solely to provide the Service, consistent with scopes you authorize during the OAuth consent flow. You may revoke this permission at any time from Seller Central → Apps & Services.
5.2 Seller-Directed Actions Submitted Through the Service
The Service submits requests to Amazon at your direction, based on the data, mappings, rules, settings, and approvals that you provide. Such requests include, without limitation:
- Disposal Requests (Return Orders and other removal options are outside Shelfdoc's scope today — see Section 5.6) submitted via the FBA Removal endpoints;
- FBA→FBM fulfillment-channel conversions submitted via the Feeds API (
POST_FLAT_FILE_INVLOADER_DATA) — including conversions intended to make a mapped lot unsellable on the “Unsellable by Date” you set, which can result in the lot being stranded on the FBA side; - FEFO price updates per MSKU submitted via the Listings Items API (
patchListingsItem); - Override price guard-price updates submitted via the Feeds API, including elevated (“guard”) prices intended to reduce the chance that a stranded MSKU sells while you temporarily unstrand it as part of a Shipment Setup Override;
- Shipment Setup Override workflows including unstrand and restrand operations on mapped stranded MSKUs you authorize;
- Subscribe & Save continuity-task decisions you record in the Service;
- Any other SP-API request or workflow triggered by your configuration, mapping, rule, schedule, or in-app approval.
Each of these actions is your action, submitted on your authority, against your Amazon account. By configuring “Unsellable by Date”s, enabling auto-removal, opening a Shipment Setup Override, or otherwise authorizing the Service to submit any of the workflows listed above, you authorize the Service to submit the corresponding requests to Amazon and you accept that the requests may strand inventory, change listing state, change pricing, or initiate a disposal cycle. The Service shows confirmation prompts, status indicators, and audit history to help you understand what is being submitted; that does not transfer responsibility for the action itself away from you.
5.3 Customer Data Accuracy; Approval; Verification
You acknowledge and agree that:
- The Service operates on the data, mappings, rules, and settings you provide. Garbage in, garbage out applies. Shelfdoc has no way to independently verify whether your mapped expiration dates, removal dates, MSKU/ASIN/FNSKU mappings, quantities, lot numbers, purchase-order numbers, invoice numbers, FEFO discounts, block prices, or per-ASIN rules are correct.
- You are solely responsible for the accuracy, completeness, and timeliness of all data you submit to the Service or that is mapped, edited, approved, or scheduled through the Service, and for keeping that data current as your physical inventory and Amazon listings change.
- You are solely responsible for reviewing and approving critical actions before they execute. Where the Service offers a confirmation step (for example, a confirmation dialog for a removal request, a typed-confirmation gate for account deletion, or a per-ASIN sync trigger), you are responsible for confirming the action with the data you intend to submit.
- You are responsible for verifying Amazon-side state in Seller Central where appropriate, including but not limited to confirming that submitted feeds, price updates, removal orders, channel flips, and Override price updates were accepted, processed, or reflected as you intended.
5.4 Amazon Controls Amazon-Side Outcomes
Amazon controls what actually happens to your inventory and listings. Once a request leaves Shelfdoc, Amazon may accept, reject, delay, cancel, partially fulfill, de-prioritize, or otherwise modify it for any reason permitted by Amazon's policies and systems, and may take independent action on your inventory and account that is not caused or controlled by Shelfdoc, including without limitation:
- Rejecting, delaying, or incorrectly processing any removal order, FEFO price update, guard-price update, FBA→FBM channel flip, unstrand/restrand request, or other request submitted through the Service;
- Choosing the timing and completeness of physical removal/disposal of inventory after a removal request is submitted, including delays, partial processing, fee changes, or rejection;
- Acting on its own automated removal / unfulfillable settings to return, dispose, or liquidate inventory independent of the Service;
- Auto-removing long-stranded units, executing policy-driven disposals, or applying listing suppressions;
- Accepting or rejecting any inbound shipping plan, including for reasons unrelated to a Shipment Setup Override (such as unmapped stranded MSKUs Shelfdoc cannot detect, listing-level conditions, FNSKU mismatches, or Amazon catalog state);
- Accepting, delaying, or rejecting Subscribe & Save subscriber transfers managed by you in Amazon's Subscribe & Save dashboard;
- Issuing account-health warnings, suspensions, restrictions, or enforcement actions;
- Adjusting Buy Box eligibility, ranking, search-result placement, or price-display behavior;
- Imposing FBA storage fees, removal fees, disposal fees, long-term-storage fees, inbound-defect fees, or other charges;
- Receiving inventory at FBA warehouses with discrepancies, damage, or incorrect counts;
- Changing SP-API behavior, rate limits, role grants, available endpoints, or policies;
- Changing Seller Central settings, programs, or tools that interact with the Service.
Shelfdoc is not liable for any outcome produced by Amazon, including any of the items above. Remediation of any Amazon-side issue is between you and Amazon. The Service is not a guarantee of Amazon acceptance, Amazon-side timing, Amazon compliance, removal / disposal completion, Subscribe & Save subscriber transfer, listing state, Buy Box, ranking, or any business outcome.
5.5 Compliance Responsibility
You remain solely responsible for ensuring your use of the Service complies with every applicable Amazon policy and agreement in force at the time, including those covering commingled inventory, FNSKU labeling, expiration-dated inventory handling, prep requirements, pricing, restricted products, and account health. You acknowledge that Shelfdoc does not track or enforce Amazon policy on your behalf and is not your compliance officer for Amazon's rules.
You are also responsible for compliance with all laws and regulations applicable to your products and your business, including but not limited to product safety, expiration and recall obligations, labeling laws, consumer-protection laws, sales-tax obligations, and import/export laws.
5.6 Scope, Limitations, and Seller-Controlled Workflows
The Service is a focused operational tool. The following scope limitations and seller-controlled workflows apply to what Shelfdoc supports today and are part of these Terms:
- Disposal Requests only. Shelfdoc currently supports Disposal Requests for expired FBA inventory. Return Orders, liquidation, and other Amazon removal options are not part of what Shelfdoc files today. If you want a Return Order, liquidation, or any non-disposal removal option, you are responsible for managing that directly in Amazon Seller Central; Shelfdoc will not submit those requests on your behalf.
- Amazon Automated Removal Settings are seller-controlled. Amazon Seller Central provides its own automated unfulfillable / removal settings (typically under Settings → Fulfillment by Amazon → Automated Unfulfillable Settings or comparable) that may, at Amazon's discretion, return, dispose, or liquidate inventory independent of the Service. The Service does not control, configure, or read these Amazon-side settings. You are solely responsible for reviewing those settings in Seller Central and for any conflict, double-action, fee, or inventory loss that arises from the interaction between Amazon's settings and the Service's workflows.
- Shipment Setup Overrides have limited scope. A Shipment Setup Override temporarily unstrands and applies an elevated guard price to mapped stranded MSKUs only. The Service does not modify healthy mapped MSKUs as part of an override, and it does not detect or modify unmapped stranded MSKUs (MSKUs Amazon may have stranded under the same ASIN that you have not added and mapped in the Service). Unmapped stranded MSKUs and other Amazon-side conditions can independently block shipping-plan creation. You remain responsible for reviewing Seller Central, resolving unmapped or other stranded conditions yourself, and verifying shipping-plan acceptance.
- Subscribe & Save transfers are seller-managed in Amazon's Subscribe & Save dashboard. When the Service detects an MSKU rotation that may affect Subscribe & Save subscribers, it shows a reminder/task only. The transfer of subscribers from one MSKU to another is performed by you in Amazon's Subscribe & Save dashboard (or any other tool Amazon designates for that purpose). Amazon controls whether, when, and how subscriber transfers occur. The Service does not guarantee subscriber transfer, subscription continuity, retention, revenue, or any Amazon-side acceptance of the transfer.
- Unsellable by Dates do not control Amazon's removal cycle. The “Unsellable by Date” is the date the Service is configured to flip a listing from FBA to FBM (which can strand the lot on the FBA side and may otherwise change listing state). It is not the date Amazon physically removes inventory. Once a removal request is submitted, Amazon controls the timing, completion, partial processing, and any resulting fees of the physical removal.
- Stranded inventory data scope. Where the Service flags an MSKU as stranded, that flag is based on the data the Service has at that time, which may be internal/inferred or derived from cached SP-API data and may not reflect Amazon's live state. The Service does not guarantee parity with Amazon's authoritative stranded-inventory record, and it does not detect stranded MSKUs that are not present and mapped in the Service.
- You authorize all of the above. By configuring an Unsellable by Date, enabling auto-removal, opening a Shipment Setup Override, recording a Subscribe & Save task decision, or otherwise using these workflows, you authorize the Service to act on your behalf within the scope and limits described in these Terms, and you accept the operational consequences described in Sections 5.2, 5.4, 12, and 13.
- Account-health, suspensions, appeals, and Plans of Action are entirely your responsibility. The Service does not file Amazon account-health appeals, prepare or submit Plans of Action (POAs), respond to performance notifications, manage suspensions, dispute buyer chargebacks, or negotiate any account-health, compliance, or policy matter with Amazon on your behalf. The audit-trail export the Service produces is a factual record of actions you and the Service took — it is not an appeal kit, not a guaranteed-acceptance document, and not a substitute for Seller Central. Whether and how to share or use that record (Seller Support, internal review, insurance, legal counsel) is your call.
- Bin checks are performed by Amazon, not by Shelfdoc. When the Service surfaces a recommended bin check, you copy a prepared message into Amazon Seller Support yourself. Amazon performs the physical inspection. The Service does not control whether Amazon agrees to perform the bin check, what Amazon's finding will be, or how long Amazon takes to respond. The Service only records the outcome you enter and routes it into the audit trail; downstream actions (relisting, disposing, ignoring) are your decision.
6. Your Data; License to Operate the Service
You retain all right, title, and interest in and to your account data, inventory records, expiration dates, and other content you submit or that is retrieved from Amazon on your behalf (“Customer Data”). You grant Shelfdoc a non-exclusive, worldwide, royalty-free license to host, reproduce, transmit, display, and process Customer Data solely to provide, secure, improve, and support the Service, to comply with law, and to enforce these Terms. We do not sell Customer Data and do not use it to train third-party AI models.
You represent and warrant that you have all rights and authorizations necessary to submit Customer Data to the Service and that the Customer Data does not infringe or violate any third-party right or any law.
7. Privacy and Security
Our collection and handling of Customer Data is governed by our Privacy Policy, which is incorporated by reference into these Terms. We apply industry-standard security controls including TLS in transit, AES-256-GCM encryption for sensitive credentials at rest, and Supabase Row-Level Security to scope data access to each user. See the Security page for our current operational security posture. No security program is perfect, however, and you acknowledge that no internet-based service can guarantee absolute security; you accept the residual risk that the Service or any third-party component may be subject to compromise, outage, or data loss notwithstanding our reasonable security practices.
The Service uses Google Analytics 4 and Microsoft Clarityfor aggregate site-usage measurement and session-quality analytics. Both products are configured so that no personal account identifiers, Amazon seller IDs, MSKUs, ASINs, FNSKUs, purchase-order numbers, invoice numbers, or seller-specific inventory data are sent to them. The Privacy Policy describes these tools in Sections 1.4, 3, and 8.
8. Intellectual Property
The Service — including all software, APIs, documentation, text, design, and trademarks — is owned by Shelfdoc or its licensors and protected by United States and international intellectual-property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription for your internal business use. No other rights are granted. Any feedback you voluntarily provide may be used by us without obligation to you.
9. Experimental and In-Development Features
From time to time we may label certain features as experimental or in development. Those features are provided without any warranty, may be discontinued without notice, and may change in breaking ways. Use them at your own risk. For the avoidance of doubt, Sections 12 (Disclaimers) and 13 (Limitation of Liability) apply to experimental features with equal force.
10. Third-Party Services
The Service integrates with third-party services — including but not limited to Amazon Selling Partner API, Supabase, Vercel, Stripe, Resend, and Anthropic — each of which has its own terms and privacy policies. We are not responsible for the acts, omissions, availability, accuracy, latency, errors, fee changes, policy changes, downtime, rate limits, or outputs of any third-party service. A failure, change, deprecation, or policy enforcement by a third-party service that degrades or prevents the Service from functioning does not constitute a breach of these Terms by us.
11. AI-Assisted Outputs; No Professional Advice
11.1 AI-Assisted Outputs
The Service may include an in-app support assistant, summaries, recommendations, priority signals, or other AI-assisted outputs. Those outputs are generated from Shelfdoc help content and model inference; they may be incomplete, outdated, or incorrect. You must independently verify any AI-assisted output before relying on it.AI-assisted outputs are not a substitute for your own judgment, for Amazon's own documentation, or for professional advice.
11.2 No Professional Advice
The Service does not provide, and is not a substitute for, legal advice, tax advice, accounting advice, regulatory or compliance advice, product-safety advice, recall guidance, customs or import/export advice, or Amazon-policy interpretation. Any text, article, signal, recommendation, or AI-assisted output produced by the Service is for general operational reference only. You should consult qualified professionals before making decisions in any of these domains.
12. Disclaimers
THE SERVICE IS PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHELFDOC AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: (a) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL CODE; (b) THE SERVICE WILL MEET YOUR REQUIREMENTS; (c) ANY DATA RETRIEVED FROM AMAZON OR ANY OTHER THIRD-PARTY SOURCE WILL BE ACCURATE, COMPLETE, OR CURRENT; (d) ANY REMOVAL ORDER, DISPOSAL REQUEST, FEFO PRICE UPDATE, BUY-BOX BLOCK / GUARD-PRICE UPDATE, FBA→FBM CONVERSION, SHIPMENT SETUP OVERRIDE, UNSTRAND/RESTRAND OPERATION, OR OTHER REQUEST SUBMITTED THROUGH THE SERVICE TO AMAZON WILL BE ACCEPTED, EXECUTED, REFLECTED ON YOUR LISTINGS, OR TIMED AS YOU EXPECT; (e) ANY AI-ASSISTED OUTPUT WILL BE ACCURATE OR SUITABLE FOR ANY USE; OR (f) YOUR USE OF THE SERVICE WILL ACHIEVE ANY PARTICULAR BUSINESS, INVENTORY, ACCOUNT-HEALTH, BUY BOX, RANKING, ADVERTISING, OR FINANCIAL OUTCOME.
Not professional advice; Amazon decisions outside our control. The Service is software only. It does not provide legal, tax, accounting, regulatory, compliance, marketplace, supply-chain, product-safety, inventory-control, or financial advice. Outputs, recommendations, projections, rankings, scores, badges, and risk classifications generated by the Service are informational and decision-support only. Amazon's systems and Amazon's decisions — including (without limitation) acceptance, rejection, processing, timing, fee assessment, account-health determinations, listing suppression, Buy Box assignment, removal-order disposition, Subscribe & Save enrollment, return acceptance, customer-experience metrics, and any enforcement or escalation action — are outside Shelfdoc's control. You are responsible for confirming material actions in Seller Central, for maintaining your own books and records, and for engaging your own counsel, accountant, or compliance professional when you need professional advice.
Irreversible actions. You acknowledge that some actions you authorize through the Service — including but not limited to Disposal Requests, FBA→FBM channel flips, FEFO price changes, override-price changes, Shipment Setup Overrides, and Subscribe & Save transfer decisions — can be irreversible once Amazon processes them and can cause loss of inventory, loss of sales, listing suppression, account-health impact, fees, or other financial harm. You agree to review every confirmation prompt the Service displays before authorizing these actions and to verify outcomes in Seller Central.
Decision-support features named by product pillar. The Service includes — among other capabilities — Inventory Intelligence (an ASIN watchlist plus auto-flow of new MSKUs into your Unmapped queue), Bin Check opportunities (surfaced from Amazon's FBA customer-returns report — Shelfdoc generates a Seller Support message body for you to paste, you open the case yourself, and Amazon performs the physical check), and Operational Health(Shelfdoc's internal monitor of connection trust, sync freshness, stranded inventory, date discrepancies, and disposal lifecycle). These are software features that surface signals and prompt your action. They are not Amazon services, they are not the same as your Amazon Account Health Rating, and they do not guarantee Amazon-side acceptance, processing, timing, listing state, account outcome, or financial outcome of any kind. You remain responsible for every decision you make and every action you authorize in response to a Shelfdoc signal.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SHELFDOC OR ANY PROTECTED PARTY (AS DEFINED IN SECTION 14) BE LIABLE TO YOU OR TO ANY THIRD PARTY FORany indirect, incidental, special, exemplary, consequential, or punitive damages; loss of profits, revenue, sales, customers, goodwill, business opportunity, market share, or anticipated savings; loss of, damage to, write-off of, mis-shipment of, mis-disposal of, or destruction of inventory (whether on Amazon's premises or otherwise); FBA storage, removal, disposal, return, long-term-storage, fulfillment, advertising, or any other Amazon-charged fees; refunds, chargebacks, A-to-Z claims, or fee reversals charged by Amazon, payment processors, or buyers; consequences of Amazon account suspension, restriction, de-listing, deactivation, hold, performance notification, listing suppression, Buy Box loss, ranking change, search-result demotion, or advertising-performance change; consequences of removal-order acceptance, rejection, delay, or partial fulfillment by Amazon; loss, corruption, inaccuracy, unavailability, or unauthorized access to data; cost of cover or substitute goods or services; tax, accounting, regulatory, product-safety, recall, customs, or compliance consequences; reputational harm; customer complaints; or business interruption — whether based in contract, tort (including negligence), strict liability, statute, or any other theory, whether foreseeable or not, and even if Shelfdoc or any Protected Party has been advised of the possibility of such damages.
SHELFDOC'S AND EACH PROTECTED PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICE, OR YOUR USE OF EITHER IS CAPPED AT THE LESSER OF (i) THE FEES YOU PAID SHELFDOC FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (ii) ONE HUNDRED U.S. DOLLARS ($100). Multiple claims arising out of or related to the same or related events do not increase this cap. This cap applies in the aggregate across all claims, all theories of liability, and all Protected Parties.
Customer assumes the risk that the Service may produce errors, that data sourced from Amazon may be inaccurate or out of date, and that Amazon may accept, reject, delay, or partially process any request submitted through the Service. The exclusions and caps in this Section are an essential basis of the bargain between you and Shelfdoc; the Service would not be available at the price above absent them. To the extent applicable law does not permit one or more of the exclusions or caps above, the remaining exclusions and caps continue to apply to the maximum extent permitted. The exclusions and caps in this Section apply even if any remedy in these Terms is found to have failed its essential purpose.
Joint and several liability of Customer's affiliated entities. If you use the Service for or on behalf of, or in connection with, any entity controlled by, controlling, or under common control with you — including any parent, subsidiary, affiliate, sister entity, or successor — each such entity is jointly and severally liable with you for all obligations owed to the Protected Parties under these Terms, including under Sections 13 and 14. You will not permit any such entity to access or benefit from the Service except under terms equivalent to these Terms; doing so does not relieve you or that entity of joint and several liability.
Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law (for example, certain consumer protections that apply notwithstanding contract). Nothing in this Section limits Shelfdoc's right to seek equitable relief (including injunctive relief, specific performance, and pre-judgment attachment) for misuse of the Service, breach of confidentiality, infringement of intellectual property, violation of Section 4 (Acceptable Use), non-payment of fees, or breach of Section 14 (Indemnification).
14. Indemnification
14.1 Protected Parties
“Protected Parties” means PGBDIC LLC (doing business as Shelfdoc) and each of its past, present, and future owners, members, managers, officers, directors, employees, contractors, affiliates, parent and subsidiary entities, agents, representatives, licensors, suppliers, successors, and assigns, and — to the extent permitted by applicable law — each of their respective stakeholders.
14.2 Customer Indemnification (One-Way)
You will defend, indemnify, and hold harmless the Protected Partiesfrom and against any and all claims, demands, actions, investigations, regulatory proceedings, losses, liabilities, judgments, settlements, damages, penalties, fines, taxes, costs, and expenses (including reasonable attorneys' fees, expert fees, and costs of investigation and defense), whether brought by Amazon, by your buyers or end-customers, by your suppliers or business partners, by your employees or contractors, by any government or regulator, or by any other third party, arising out of or related to (without limitation):
- Your use of the Service in breach of these Terms, applicable law, or any third-party contract (including any Amazon policy, selling agreement, or SP-API term);
- Customer Data and mappings you submit, configure, edit, accept, or approvethrough the Service, including any incorrect or inaccurate expiration date, “Unsellable by Date” value, MSKU / ASIN / FNSKU mapping, lot number, purchase-order number, invoice number, quantity, FEFO configuration, guard-price configuration, Subscribe & Save relevance flag, per-ASIN rule, Shipment Setup Override schedule, or any other field you supply or accept;
- Reliance on Service output, including reliance on any alert, recommendation, projection, risk classification, ranking, badge, sellthrough estimate, discrepancy flag, bin-check candidate, replacement-MSKU suggestion, or AI-assisted output;
- Any Amazon-facing action submitted through the Service at your direction,including (without limitation) a Disposal Request, FBA→FBM channel flip, FEFO price update, Override price price update, Shipment Setup Override, unstrand/restrand operation, or Subscribe & Save continuity-task decision — and any claim arising from Amazon's acceptance, rejection, delay, partial processing, or full processing of that action, including any resulting fee, any inventory loss, damage, or destruction (whether on Amazon's premises or otherwise), any Buy Box / ranking / listing-state effect, any account-health or operational-health effect, any customer complaint or A-to-Z claim, and any conflict with Amazon's own automated removal or unfulfillable settings;
- Amazon-side errors, delays, rejections, removals, suppressions, or account actions,including any error, delay, deactivation, listing suppression, performance notification, account-health warning, suspension, restriction, hold, fee, fine, or enforcement action taken by Amazon, regardless of cause;
- Software, data, or integration errors, to the maximum extent permitted by applicable law, including any defect, bug, regression, miscount, mis-mapping, stale data, missed alert, false alert, or unavailability of the Service;
- Your products and your inventory, including any claim relating to product safety, expiration, recall, mislabeling, contamination, defect, regulatory non-compliance, customs issue, intellectual-property claim against your goods, or consumer harm;
- Your Amazon seller account, including any account-health warning, suspension, de-listing, fee, fine, or enforcement action by Amazon, regardless of cause;
- Pricing and Override price decisions you authorize, including any consequence of an inflated, deflated, or otherwise non-market listing price, any lost sale, any unintended sale, any pricing-policy enforcement by Amazon, and any minimum-advertised-price or MAP dispute;
- Account-health and Operational-Health decisions you make,including reliance on Shelfdoc's Operational Health surface, any appeal you file (or fail to file) with Amazon Seller Support, and any business decision made in response to Shelfdoc's internal signals;
- Disputes between you and any third party, including disputes with Amazon, your buyers or end-customers, your suppliers, your employees or contractors, your logistics or warehouse providers, your payment processors, any marketplace operator, any tax authority, or any regulator;
- Your gross negligence, willful misconduct, fraud, or violation of law.
14.3 No Company Indemnification of Customer
Shelfdoc and the Protected Parties do not indemnify you for any claim, loss, or expense. Customer's sole remedies for any claim, loss, or expense arising out of or related to the Service or these Terms are subject to the limitations and exclusions in Sections 12 (Disclaimers) and 13 (Limitation of Liability). The parties expressly disclaim any intent to create a mutual indemnification obligation; there is none, and none should be implied.
14.4 Process
You must (a) give Shelfdoc prompt written notice of any claim for which you owe indemnification (failure to give prompt notice does not relieve you of your obligations under this Section 14 except to the extent the failure materially prejudices the defense); (b) grant Shelfdoc and the relevant Protected Party sole control of the defense and settlement (provided that no settlement requires an admission by, or imposes a non-monetary obligation on, the indemnified Protected Party without its prior written consent); and (c) reasonably cooperate with the defense at your expense, including by preserving and producing relevant records, making personnel reasonably available, and refraining from taking any position that prejudices the defense. Shelfdoc may, at its option and at your expense, participate in the defense with counsel of its choosing.
14.5 Direct Payment and Reimbursement
You will pay all indemnified amounts as they become due — including amounts for defense costs as those costs are incurred — without waiting for the entry of judgment, the conclusion of settlement, or the resolution of any underlying dispute. If a Protected Party advances any amount for which you are responsible under this Section 14, you will reimburse the Protected Party promptly upon written demand, together with interest at the lesser of (i) one and one-half percent (1.5%) per month and (ii) the highest rate permitted by applicable law, accruing from the date of advance until paid in full.
14.6 Material Inducement; Survival; Not Subject to Cap
You acknowledge that the indemnification obligation in this Section 14 is a material inducement to Shelfdoc's willingness to provide the Service at the prices set out in Section 3, and that, absent this Section 14, the Service would not be available at those prices. This Section 14 survives termination of these Terms indefinitely.The cap in Section 13 does not limit your indemnification obligations under this Section 14.
14.7 Customer Responsibility for Business Decisions
You acknowledge and agree that every business decision made in connection with your Amazon FBA inventory — including which MSKU to map, what expiration date to record, what Unsellable by Date to set, whether to file a Disposal Request, whether to enable FEFO pricing, whether to apply a Override price, when to transfer a Subscribe & Save subscriber base, whether to relist or remove stranded inventory, and how to respond to any Amazon notification — is your decision and your responsibility. Shelfdoc's role is to provide software that supports your workflow; Shelfdoc does not and cannot make these decisions for you and does not guarantee any business, inventory, account-health, Buy Box, ranking, financial, regulatory, or compliance outcome. You agree to verify material actions in Seller Central and to maintain your own independent records.
15. Suspension and Termination
We may suspend or terminate your access immediately if (a) you breach these Terms or our Acceptable Use Policy; (b) you fail to pay fees when due; (c) we are required to do so by law or a judicial or governmental order; (d) your activity creates a security, legal, or operational risk to us or to third parties; (e) Amazon revokes or suspends access related to your account; or (f) we discontinue the Service (with reasonable notice where practical). On termination, your right to use the Service ceases. Sections 6 (Customer Data), 8 (IP), 11 (AI Outputs; No Professional Advice), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 18 (Governing Law; Dispute Resolution), and any others that by their nature should survive, survive termination.
16. Data Retention and Deletion
During your subscription, we retain Customer Data to operate the Service. After your subscription ends (by cancellation, non-renewal, or termination), we retain your Customer Data for up to 60 days so you can recover or export it, and then permanently delete it (subject to (a) backups that are overwritten on their normal rotation cycle and (b) limited retention of metadata needed to comply with law or enforce these Terms). Inventory rows that have been in Monitoring (archived) status for more than 18 months are automatically removed from the operational tables; the corresponding history in your Audit Log is preserved for the lifetime of your subscription. You may delete your account and the data scoped to it at any time from Settings → Account → Delete my data.
17. Force Majeure
Neither party is liable for any delay or failure to perform (other than payment obligations) to the extent caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, pandemics, internet or hosting-provider failures, power outages, denial-of-service attacks, governmental action, or acts or omissions of Amazon or any other third-party service.
18. Governing Law; Dispute Resolution
18.1 Governing law
These Terms are governed by the laws of the State of Illinois, United States, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.2 Informal resolution first
Before filing any claim, the claiming party will provide the other party with written notice of the dispute and a good-faith opportunity to resolve it informally within 30 days.
18.3 Binding arbitration; class-action waiver
If informal resolution fails, any dispute arising out of or related to these Terms or the Service will be resolved exclusively by binding individual arbitrationadministered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration is Chicago, Illinois. The arbitrator's award is final and may be entered in any court of competent jurisdiction. Each party bears its own costs and attorneys' fees except where the arbitrator awards them per applicable law.
You and we each waive the right to participate as a plaintiff or class member in any class, collective, or representative proceeding. Claims must be brought individually. If this class-action waiver is held unenforceable, the entire arbitration clause is unenforceable and disputes go to Illinois courts under Section 18.1.
18.4 Injunctive relief
Nothing in this Section limits either party's right to seek injunctive or equitable relief in court to protect its intellectual-property or confidentiality rights.
18.5 Jury-trial waiver
To the maximum extent permitted by applicable law, you and Shelfdoc each irrevocably waive any right to a trial by jury in any claim, dispute, or proceeding arising out of or related to these Terms, the Service, the relationship between you and Shelfdoc, or any communications between you and Shelfdoc — whether the claim is brought in court (including any court action permitted under Sections 18.3, 18.4, or 18.6) or otherwise. Each party acknowledges that this waiver is given knowingly, voluntarily, and after the opportunity to consult with counsel.
18.6 No consolidation; no representative claims
Any arbitration or court action permitted under these Terms must be conducted on an individual basis. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of representative, collective, or class proceeding. Neither party may serve as a representative, attorney-in-fact, or private attorney general in any action brought against the other. If a court of competent jurisdiction declines to enforce this Section 18.6 with respect to any specific claim, that specific claim — and only that claim — must be severed and brought in a court of competent jurisdiction in Chicago, Illinois; the remainder of this Section 18 continues in full force.
18.7 One-year limitations period
To the maximum extent permitted by applicable law, any claim or cause of action arising out of or related to these Terms or the Service must be commenced within one (1) year after the cause of action accrues (which is the date on which you knew or, exercising reasonable diligence, should have known of the facts giving rise to the claim). Any claim or cause of action commenced after that one-year period is permanently barred. This contractual limitations period applies to all claims, whether asserted in arbitration, in court, or otherwise, and is in addition to (not in lieu of) any shorter limitations period imposed by applicable law.
18.8 Exclusive forum for non-arbitrable claims
For any claim, dispute, or proceeding that — under applicable law or under these Terms — cannot be required to proceed in individual arbitration under Section 18.3, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Chicago, Illinois, and each party irrevocably waives any objection to personal jurisdiction, venue, or inconvenient forum in those courts.
18.9 30-day opt-out
You may opt out of Section 18.3 (binding individual arbitration and class-action waiver) and Section 18.6 (no consolidation) by emailing legal@shelfdoc.com within thirty (30) days of first accepting these Terms. Your email must identify you and the account it relates to and must clearly state that you opt out. Opting out under this Section 18.9 does not opt you out of Section 18.5 (jury-trial waiver) or Section 18.7 (one-year limitations period), each of which continues to apply.
19. Export Control and Sanctions
You represent that you are not (a) located in, or a national or resident of, any country subject to U.S. embargoes; (b) listed on any U.S. Treasury Department Office of Foreign Assets Control (OFAC) list or U.S. Commerce Department Denied Persons list; and (c) that you will not use the Service to export, re-export, or transfer regulated items or data in violation of applicable law.
20. Changes to the Service; Changes to Terms
We may modify, add to, or discontinue any part of the Service at any time. If we materially change these Terms in a way that reduces your rights, we will give you at least 30 days' email notice before the change takes effect. Non-material changes take effect on posting. Continued use of the Service after the effective date constitutes acceptance.
21. Miscellaneous
Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to any successor by merger, sale of assets, or reorganization without your consent. Any assignment in violation of this section is void.
No waiver. No failure or delay in exercising any right is a waiver. A waiver of any breach is not a waiver of any other or subsequent breach.
Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect and the unenforceable provision is limited or reformed to the minimum extent necessary to be enforceable.
Entire agreement. These Terms, the Privacy Policy, and any order page together are the entire agreement between the parties on the subject matter and supersede all prior agreements and communications on that subject matter. In case of conflict between these Terms and a documented order page, the order page controls only as to the specific conflicting term.
No agency. Nothing creates a partnership, joint venture, agency, or employment relationship between the parties.
Third-party beneficiaries. There are no intended third-party beneficiaries except that each Protected Party (as defined in Section 14.1) is an intended third-party beneficiary of, and may enforce, Sections 12 (Disclaimers), 13 (Limitation of Liability), and 14 (Indemnification) directly against you.
Headings. Section headings are for convenience only and do not affect interpretation.
22. Contact
Questions about these Terms? Email legal@shelfdoc.com for legal inquiries or support@shelfdoc.com for everything else.
23. Customer Acknowledgment
BY CLICKING “I AGREE,” CREATING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT:
- You have read these Terms in full.
- You have had the opportunity to consult with counsel of your choosing about these Terms.
- You understand each provision of these Terms, including without limitation Section 5 (SP-API and Seller-Directed Actions), Section 12 (Disclaimers), Section 13 (Limitation of Liability), Section 14 (Indemnification — running one way, from you to the Protected Parties), Section 18.3 (Binding Individual Arbitration; Class-Action Waiver), Section 18.5 (Jury-Trial Waiver), Section 18.6 (No Consolidation), and Section 18.7 (One-Year Limitations Period).
- You understand that these Terms substantially limit Shelfdoc's legal exposure to you and substantially expand your obligations to indemnify, defend, and hold Shelfdoc and the Protected Parties harmless.
- You voluntarily agree to be bound by these Terms in their entirety, without modification, in exchange for access to the Service.
- Each provision of these Terms is the result of arm's-length negotiation between sophisticated commercial parties and will not be construed for or against either party by reason of authorship.
If you do not agree to every provision of these Terms, you must not access or use the Service.