Launch Program Agreement | Stratosphere Prep

Effective date: August 10, 2026

This Launch Program Agreement (this "Agreement") is between you (or the business you represent) and Stratosphere Prep and its affiliated distribution company (together, "Stratosphere," "we," "us," or "our"). It governs your membership in the Stratosphere Launch program (the "Launch Program") and every order placed through it, and applies in addition to our Terms of Service and Privacy Policy. Where this Agreement and the Terms of Service cover the same subject, this Agreement controls for the Launch Program.

You accept this Agreement when you tick the acceptance box and continue to checkout.

1. What the Launch Program Is

The Launch Program is a monthly membership built around a single process:

You find the product and send us the link. You supply the exact product URL, the retailer or supplier it is to be purchased from, and the quantity you need.
We evaluate the source. We review the retailer or supplier you have sent us and decide whether we consider it a legitimate, verifiable business we are willing to buy from.
We place the order from that source. If we accept it, we purchase the product from the retailer you identified, in our own name, and resell it to you.
We invoice you. Once the order is confirmed delivered, we issue you a distribution invoice from our distribution company.

It is important that you understand what this is not. We do not source products for you. We do not hold inventory, maintain a product catalogue, run a supplier list, hunt for deals, check profitability, or find products on your behalf. Finding the product and choosing where it is bought from is entirely your job. Our role begins when you send us a link and ends when the invoice is issued.

The membership fee covers our evaluation, purchasing and invoicing work only. Product cost, shipping, taxes, duties, prep and storage are billed separately.
An active membership is required to place any order through the Launch Program.
We are a reseller and service provider. We are not your agent, broker, employee, partner, or legal, tax or accounting advisor, and nothing we provide is legal advice.
We may decline any request, for any reason, at our sole discretion — including where we are not satisfied the source is legitimate.

2. No Guarantee of Ungating or Invoice Acceptance

Amazon brand, category and other selling approvals are granted or denied solely at Amazon's discretion. We do not control, influence, or participate in those decisions.

We do not guarantee that any invoice we issue will be accepted, that any application will be approved, or that an approval will be granted within any particular timeframe.
Amazon may change its documentation requirements, verification standards, or policies at any time and without notice. Requirements also vary by account, category, brand and region.
An invoice that was accepted for one seller, brand or category is not evidence that a future invoice will be accepted.
Results shared by other members are their individual experiences and are not a prediction of your outcome.
You are solely responsible for your Amazon seller account, your applications, and your compliance with Amazon's policies. We are not responsible for account suspensions, listing removals, denied applications, or any other action Amazon takes.

3. What Our Evaluation Covers — and What It Does Not

When you send us a link, we form a view on one question only: whether the retailer or supplier behind that link appears to be a legitimate, verifiable business selling in the ordinary course. That is the entire scope of our review. If we are satisfied, we buy from that source and treat the goods as legitimate on that basis alone.

We do not investigate the products themselves. We do not authenticate, test, inspect, appraise, or verify them. We do not confirm brand authorization, distribution rights, or chain of custody upstream of the retailer you chose.
Our evaluation is a judgement, not a certification. It is made quickly, from what is publicly visible about the source, for our own purchasing purposes. It is not a guarantee that the source is legitimate, that the goods are authentic, or that Amazon will regard either as acceptable. You may not represent our decision to buy as a verification, endorsement, or authentication of the retailer or the goods.
We pass through whatever warranty, guarantee or return right the retailer provides, to the extent it is transferable. We give no warranty of our own as to authenticity, condition, expiry dating, packaging, labelling, country of origin, or fitness for sale on Amazon or any other channel.
Because you choose the source, you are responsible for satisfying yourself that it and the product are appropriate for your business and permitted on your selling channels before you send us the link.
We will not create, alter, backdate or falsify any document, and we will not issue an invoice for goods that were not actually purchased. Requesting any of that ends your membership immediately with no refund.

4. Pricing — Total Landed Cost

Product cost is passed through to you without markup. "Cost" means the total landed cost of getting the goods to their destination, whether that cost is incurred by us or by you directly. Depending on the order, that can include:

the price charged by the retailer or supplier;
inbound and outbound shipping, freight, handling and delivery surcharges;
sales tax, GST/HST, duties, tariffs, customs and brokerage charges;
currency conversion and payment processing fees; and
any other charge the retailer or carrier applies to the order.

Quotes are estimates based on the retailer's pricing at the time we look. Prices, shipping charges and taxes can change between quote and purchase. Where the final cost is materially higher, we will tell you before completing the order wherever practical; where a small variance appears after purchase, it is reflected on your invoice. The retailer's own minimums, case-pack quantities and free-shipping thresholds apply to every order — if a product only sells in cases of 12 and you want 10, the full case is purchased.

5. Payment Before Ordering

Order invoices must be paid in full and cleared before we place the corresponding order with the retailer. We do not front costs, extend credit, or hold stock.
Nothing is reserved by an unpaid invoice. Availability, price and promotions can disappear while an invoice sits unpaid, and we are not responsible if they do.
Unpaid invoices may be cancelled at our discretion. Membership fees are billed and charged automatically each period through our payment processor.
You are responsible for any bank, card, transfer or conversion fee applied to your payment.
You agree to raise any billing dispute with us directly rather than through a chargeback. Initiating a chargeback for goods that were purchased or delivered is grounds for immediate termination, and you remain responsible for the amounts owed plus any fees the processor charges us.

6. Orders Are Placed From the Links You Send

Every order starts with the exact product URL, the store it is to be purchased from, and the quantity. A brand name, a screenshot, or a description is not enough for us to order anything.
We order exactly what your link points to. You are responsible for the accuracy of the link and of every detail it carries — variation, size, colour, flavour, pack count, model, condition, and quantity.
If the product is not what you expected, that is on you. A product that arrives matching the link you sent is a correctly filled order, even if it turns out to be the wrong item for your purposes, ineligible on Amazon, or unprofitable. No refund, return or credit is available from us in that situation beyond whatever the retailer's own return policy allows.
You are equally responsible for the accuracy of the delivery address you give us. Misdelivery caused by an incorrect or incomplete address is your responsibility.

7. Damaged, Missing, or Incorrect Shipments — 24-Hour Reporting

Retailers and carriers impose short claim windows on us, so we have to impose one on you.

You must report any shortage, damage, defect, or incorrect item within 24 hours of delivery, in writing, with photographs of the goods, the packaging and the shipping label, and the order or invoice number.
Report it in time and we will contact the retailer or carrier on your behalf and pursue a replacement, credit or refund.
Claims reported after 24 hours cannot be filed and will not be honoured. Once that window closes, the retailer will not accept the claim and neither will we. The same applies where goods were signed for as received in good condition, or where the packaging has been discarded, so keep all packaging until you have inspected the order.
If the retailer ships the wrong product because of the retailer's own mistake, tell us immediately — the same 24-hour window applies — and we will work to have it corrected. Any remedy is limited to what the retailer actually provides.
Do not return, dispose of, relabel, repackage, or ship anything into FBA before a claim is resolved. Doing so voids the claim.
Where an order ships directly to you, you are the recipient and the inspection is yours to perform. Where an order is delivered to our facility, we inspect on receipt and report to you.

8. Out of Stock, Cancellations and Partial Orders

Retailers cancel orders, oversell stock, and fulfill partially. If that happens we will help you chase the remaining units, and we will keep you informed.
A retailer's stock failure is not our mistake and does not entitle you to a refund of any fee. Membership fees and service charges are not refunded or credited because a retailer ran out of stock, cancelled, delayed, or shipped short.
Where a retailer actually refunds us for units it did not ship, that amount is passed back to you as a refund or account credit once we receive it. We cannot return money we have not been refunded.
We are not liable for retailer or carrier delays, lost or misrouted shipments, customs holds, weather, strikes, or any other event outside our reasonable control.

9. Membership Fees Are Non-Refundable

Membership fees are non-refundable in all circumstances. Without limiting that, no refund, credit or proration is issued:

where an ungating or approval application is denied, delayed, or withdrawn;
where an invoice we issued is not accepted by Amazon;
where we decline a link because we are not satisfied the source is legitimate;
where you send no links or place no orders during a billing period;
for the unused remainder of a billing period after you cancel, or for any period you did not use;
where you forgot to cancel before a renewal charge; or
where you become unable or unwilling to use the program for any reason.

The membership renews automatically each period until you cancel. You may cancel at any time and keep access until the end of the period you have already paid for. Cancelling the membership does not cancel or refund orders already placed. Orders are non-refundable once we have placed the purchase with the retailer, except to the extent the retailer's own return policy permits a return and that return is actually accepted — restocking fees and return shipping remain your cost.

10. Delivery, Storage and Prep

You choose, per order, whether products ship directly to you or to our facility.
Where products come to our facility, storage is free for thirty (30) days from receipt. After that, our standard storage fees apply until the inventory ships out — whether or not an approval decision has come back.
Prep, labelling and FBA shipment coordination are billed at our standard published rates and are not part of the membership fee.
You remain responsible for storage and prep charges regardless of the outcome of any application.
Inventory left at our facility with fees outstanding for more than ninety (90) days, or that you do not respond to us about for more than ninety (90) days, may be treated as abandoned and disposed of or liquidated to recover what is owed, after we have attempted to reach you at your account email.
Title and risk of loss pass to you on the terms stated in the applicable invoice.

11. Invoices Are Issued on Delivery

Distribution invoices are issued after the products are confirmed delivered, not when the order is placed. Amazon does not accept invoices for goods that have not yet arrived, so issuing one earlier would only get your application rejected. Invoices are issued to the business name and address on your account, and it is your responsibility to give us the correct legal business details — they must match your Amazon seller account, and we are not responsible for a rejection caused by details you gave us incorrectly. Reissuing an invoice with corrected details is at our discretion.

12. Retail Pricing, Not Wholesale Margins

Because orders are placed at the retailer you choose, products are generally purchased at retail prices. The Launch Program exists to produce legitimate purchase documentation, not to supply inventory at margins suitable for profitable resale. Expect to break even or take a small loss on an ungating order itself. We make no representation about the profitability, sell-through, resale value, or Amazon eligibility of any product, and we do not evaluate any of those things before ordering.

13. Your Responsibilities

You are at least 18 and are entering this Agreement for a business, with authority to bind that business.
You choose the product and the retailer, and you provide the exact link, store and quantity for every order.
You provide accurate business, contact, and shipping information and keep it current.
You are responsible for your own tax position, resale certificates, import obligations, and regulatory compliance for the products you buy.
You will only send links to legitimate retailers and suppliers. We will decline links to third-party marketplace listings, resellers, liquidators, auction sites, and any source we cannot verify.
You will not use the program to obtain documentation for goods you did not buy, or for any unlawful purpose or purpose that breaches a third party's terms.
You will keep invoices and pricing information we provide confidential to your own business use, and you will not resell, share, or republish them for others' applications.

14. Suspension and Termination

We may suspend or terminate your membership immediately for non-payment, chargebacks, abusive conduct toward our staff, requests we consider unlawful or that breach a third party's terms, or repeated links to sources we cannot verify. Termination does not entitle you to a refund of fees already paid, and does not relieve you of amounts owed for orders, storage or prep. We may also change the program's pricing, scope or availability on notice; changes to the membership rate take effect at your next renewal.

15. Disclaimer and Limitation of Liability

The Launch Program is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by law, Stratosphere and its officers, employees and affiliates are not liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost sales, lost inventory value, lost or suspended selling privileges, account suspensions, business interruption, or loss of goodwill, arising out of or related to the Launch Program — even if we were advised such damages were possible.

Our total aggregate liability for any and all claims arising out of or related to this Agreement is limited to the greater of (a) the amount you paid us for the specific order giving rise to the claim, or (b) the membership fees you paid us in the three (3) months immediately before the event giving rise to the claim.

Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including under consumer protection legislation where it applies.

16. Indemnification

You agree to defend, indemnify and hold harmless Stratosphere and its officers, employees and affiliates from any claim, liability, damage, penalty or expense (including reasonable legal fees) arising from your use of the Launch Program, the retailers and products you direct us to purchase from, your listings and sales of those products, your Amazon account, or your breach of this Agreement or applicable law.

17. Communications and Records

Program communication happens by email and through our client portal, during normal business hours, Monday to Friday. Notices sent to the email address on your account are considered received. You consent to receiving this Agreement, invoices, and program notices electronically, and you agree that your electronic acceptance of this Agreement has the same effect as a handwritten signature. We record the date, time and details of your acceptance and keep them on file, along with records of orders and invoices, as described in our Privacy Policy. A copy of your accepted Agreement is available on request.

18. Changes to This Agreement

We may update this Agreement from time to time. Changes take effect when posted with an updated effective date, and apply to orders placed after that date. Continuing to use the Launch Program after a change means you accept the updated Agreement.

19. Governing Law

This Agreement is governed by the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict of law principles. The courts of Ontario have exclusive jurisdiction, and you consent to that venue. If any provision is found unenforceable, the rest remains in effect.

20. Entire Agreement

This Agreement, together with our Terms of Service, Privacy Policy, and the invoices issued to you, is the entire agreement between us regarding the Launch Program, and supersedes any prior discussion, quote or representation. Statements on our website, in our community, or in conversation are informational and do not amend this Agreement.

21. Contact

Questions about these terms? Reach us through our contact page or call 905-393-2961. Stratosphere Prep, 1141 Burlington Street East, Hamilton, Ontario, L8L 0A5.

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