Amplife® Vendor Participation Agreement

This Amplife® Vendor Participation Agreement ("Agreement") contains the terms and conditions that govern your participation in the Amplife® Vendor Program and a suite of optional services for Vendors including: Sell with Amplife®, Amplife® Love, Amplife® Advertising, the Amplife® API Services, and Transaction Processing Services described in their policies ("Program"). Please read our terms and conditions carefully before you join our Program or begin marketing our Program. By registering for or using the Program, you agree to be bound by the terms of this Agreement. Each Vendor is responsible for assuring that its employees, agents and contractors comply with these terms and conditions. Thank you.

Definitions

As used in this Agreement:

"Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

"Amplife® Associated Properties" means any website or other online point of presence, mobile application, service or feature, other than an Amplife® Site, through which any Amplife® Site, or Listings available on any of them, are syndicated, offered, merchandised, advertised, or described.

"Amplife® Love" means the optional Amplife® Love Program which is a simple way for customers to choose and support their favorite individual, non-profit, support group, or business that is a part of, relevant to or that serves the disabled community ("Cause"), where the Cause receives the amount of money Amplife® donates to a Cause for a successful and verified sale of a Listing by a customer ("Donation") using the Cause's unique URL identifier at the end of any Amplife® Site that the Cause shares or customers choose to generate Donations for the Cause ("Love Link") every time they shop, at no extra cost to them or the Cause. Vendors can contribute and match our Donation of 1.43% of the customer's eligible purchase price for a possible Donation total of 2.86% to the Cause. If the Vendor chooses to match, the 1.43% is deducted from their payout on each order where a customer chose a Cause (Standard Selling Plan) or their subscription is increased by 1.43% (Showcase Selling Plan) where the Vendor can choose which Cause receives their Donation. Amplife® Love is available at any Amplife® Site.

"Amplife® Premium Content" and "Premium Content" means the optional Amplife® Premium Content Brand Experience Service which is a Vendor's enhanced Content templates placed on their listing pages and collection pages on Amplife® created with our self-service builder tool or created from the Vendor's existing website.

"Amplife® Service" or "Service" means a Vendor service together in each case with any related services and materials Amplife® makes available.

"Amplife® Site" means amplife.co and all other domains forwarding to amplife.co. It contains an electronic store and its storefronts branded, owned, and/or controlled by Amplife®, or other affiliate of Amplife®, through which Your Listing may be acquired.

"Amplife® Store" and "Store" means the optional Amplife® Store Brand Experience Service which is a Vendor's ecommerce storefront on Amplife® created with our self-service builder tool or created from the Vendor's existing website.

"Confidential Information" means information relating to us, to the Services, or Amplife® customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services; data derived from the Services except for data (other than customer personal data) arising from the sale of Your Listings comprising of Listings sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.

"Content" means copyrightable works under applicable Law and content protected by database rights under applicable Law.

"Governing Court" means the Superior Court of California, County of Contra Costa.

"Governing Laws" means the laws of the State of California, United States together with the Federal Arbitration Act and other applicable federal law.

"Intellectual Property Right" means any patent, copyright, trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the previously mentioned rights.

"Law" means any international, federal, state, and local law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (ex. on a federal, state, or provincial level, as applicable) of competent jurisdiction.

"Listing" means anything offered through Amplife®. It is made up of details such as title, vendor, price, description, and fulfillment details. All listings must comply with all Laws and regulations, as well as Program Policies.

"Local Currency" means U.S. Dollars.

"Official Representative" means the person who has authority to access and manage Amplife® Vendor Program Information on behalf of their Vendor.

"Order Information" means, with respect to any of Your Listings where the transaction is completed on and ordered through an Amplife® Site, the order information and shipping information that we provide or make available to you.

"Primary Payment Method" means valid credit card/debit card information from credit cards/debit cards acceptable by Amplife® as well as valid bank account information for bank accounts acceptable by Amplife®.

"Program Policies" means all agreements, policies, guidelines and program terms provided on the Program Policies.

"Sales Proceeds" means the gross proceeds from any of Your Transactions, including (a) all shipping and other charges; (b) taxes and customs duties to the extent specified in the applicable Tax Policy; and (c) in the case of invoiced orders, any amounts that customers fail to pay to us or our Affiliates on or before the applicable invoice due date.

"Selling Plan" means the Vendor's chosen plan for Selling with Amplife® that determines if a Vendor can complete transactions on or off an Amplife® Site.

"Standard Selling Plan" and "Standard" means the Selling Plan for Vendors that can sell directly to customers, where the Vendor's Listing is free to list, the Vendor pays fee based on category when the listing is sold, and the transaction completes on any Amplife® Site.

"Enterprise Standard Selling Plan" and "Enterprise Standard" means the Selling Plan for Vendors that cannot sell directly to customers, need a distributor / dealer to sell it, or need the listing delivered with service options, where the Vendor's Listing is free to list, the Vendor pays set agreed upon fee between the Vendor and Amplife® when the listing is sold, and the transaction completes on any Amplife® Site.

"Showcase Selling Plan" and "Showcase" means the Selling Plan for Vendors with few or no dealers/distributors, where the Vendor's Listing is free to list, the Vendor pays Amplife® a monthly subscription to have their listings lead off any Amplife® Site, and the transaction completes off all Amplife® Sites.

"Enterprise Showcase Selling Plan" and "Enterprise Showcase" means the Selling Plan for Vendors with dealers/distributors or are conglomerates, where the Vendor's Listing is free to list, the Vendor pays Amplife® a monthly subscription to have their listings lead off any Amplife® Site, and the transaction completes off all Amplife® Sites.

"Service Terms" means the service terms applicable to each Service upon the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.

"Vendor" means an individual or organization who is authorized to create Listings for the Program.

"Vendor Portal" means the online portal and tools made available by Amplife® to you, for your use in managing your orders, Your Listings, and presence on a particular Amplife® Site or any other online point of presence.

"Your Materials" means all of your copyrights, trademarks, trade secrets, patents, or other intellectual property including Intellectual Property Rights, Content, Your Listing information, data, materials, and other items or information provided or made available by you or your Affiliates to Amplife® or its Affiliates.

"Your Listing" means any approved product, service or event that you have offered through the Sell with Amplife® Service.

"Your Sales Channels" means all sales channels other than an Amplife® Site through which you or any of your Affiliates offers products, services or events.

"Your Transaction" means any sale of Your Listing(s) through an Amplife® Site.

As used in this Agreement, "we", "us", and "Amplife®" means AMPLIFE LLC and any of its applicable Affiliates, and "you" and "your" means the Vendor and any of its Affiliates that has accepted this Agreement. To the extent there is a conflict between the Agreement, the Service Terms and Program Policies, the conflict will be resolved by giving precedence in the order specified in such documents, or if not specified, the following order: the Agreement, the Service Terms, and the Program Policies.

1. Registration

Amplife® customers can purchase Listings from any Eligible Vendor, but only Vendors that input their Primary Payment Method can display their listings as live through the Program. To begin the registration process of the Program, you must accept this Participation Agreement without modification, complete the registration process for one or more of the Services be accepted by us, and properly provide all requested information. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your (or your business') legal name, address, and email address, as well as any other information we may request. Any personal data you provide to us will be handled in accordance with the Amplife® Privacy Policy.

"Eligible Vendors" are those that we determine are:

Vendors that are a part of, relevant to or that serve the disabled community,
not engaged in, supporting, encouraging, or promoting:
- intolerance, discrimination or discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation, or age;
- hate, terrorism, or violence;
- money laundering;
- libelous or defamatory materials;
- not affiliating with or not supporting the disabled community;
- violation of Intellectual Property Rights;
- other illegal, deceptive, or misleading activities; and
otherwise not in violation of the terms of this Agreement.

After receiving your application, we will review it and notify you of your acceptance or rejection into our Program. We reserve the right to reject any application for any reason, however we encourage you to contact us and appeal that decision if you feel we have incorrect information. Including all of the requested information in your application will help us make a better decision.

If approved, we will send you an email notifying you of your acceptance as an Amplife® Vendor. This email contains the following information:

Your Selling Plan (Standard, Enterprise Standard, Showcase, or Enterprise Showcase); Selling Plans can be changed at any time, but some Listings and Vendors are required to be on a Showcase Selling Plan, such as selling durable medical equipment via a prescription
Link to your Vendor Portal where you can start creating, importing, and syncing your Listings
Link to create your Amplife® Store & Amplife® Premium Content for free
Link to submit your W-9 / tax information
Link to submit additional business information and documents (if requested)
Link to submit your Primary Payment Method to get paid out (Standard / Enterprise Standard only)
Link to pay for your subscription (Showcase / Enterprise Showcase only)
Option to join Amplife® Love as a Vendor

We reserve the right to reject or suspend your registration if the requested information (including Official Representative and payment information) is inaccurate or incomplete or if you are otherwise not in compliance with this Participation Agreement. If your application is accepted, you will be an "Eligible Vendor" for as long as all of your registration information is current and complete, this Agreement remains in force, and you continue to be an Eligible Vendor.

You consent to us sending you emails from time to time relating to the Program (if any), approvals (if any), and other communications relating to the Program and this Agreement to the email address currently associated with your Vendor Account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

2. Program Fee Payments; Receipt of Sales Proceeds

As consideration for your participation in the Program, you agree to pay Amplife® the applicable Program fee described in the applicable Service Terms, Program Policies, and Program website. Such fees are non-refundable, and are exclusive of any applicable taxes, deductions or withholding, as described in Section 10. You are responsible for all of your expenses in connection with this Agreement.

To use a Service, you must provide us with your Primary Payment Method. You will use only a name you are authorized to use in connection with a Service and will update all of the information you provide to us in connection with the Services as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit authorizations from the issuer of your credit card, and to charge your Primary Payment Method for any sums payable by you to us (in reimbursement or otherwise). All payments to you will be remitted to the Primary Payment Method through a banking network or by other means specified by us.

If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Amplife® or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to Amplife® or third parties persist. For any amounts that we determine you owe us, we may

(a) charge your Primary Payment Method or any other payment instrument you provide to us;

(b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you;

(c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt;

(d) reverse any credits to your Primary Payment Method; or

(e) collect payment or reimbursement from you by any other lawful means.

To be eligible for fund disbursement, you must refrain from deceptive, fraudulent, or illegal activity and remain in compliance with our Program Policies. If we determine that your account—or any other account you have operated—has been used to engage in deceptive, fraudulent, or illegal activity (including the sale of counterfeit goods), or to repeatedly violate our Program Policies, then we may in our sole discretion permanently withhold any payments to you.

3. Term and Termination

The terms of this Agreement will start on the date of your completed application for use of a Service and continue until terminated by us or you as provided below. You may at any time terminate your account or this Agreement immediately on notice to us via the Vendor Portal, email, the Contact form, or similar means. We may suspend or terminate your account or this Agreement immediately if we determine that

(a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion;

(b) your account has been, or we identify that it may be used for deceptive or fraudulent, or illegal activity; or

(c) your use of the Services has harmed, or we identify that it might harm other vendors, customers, or Amplife® legitimate interests. We will promptly notify you of any such termination or suspension via email or similar means, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that

(d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and

(e) Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, and 18 of the Agreement survive.

4. License

You grant us a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative Intellectual Property Rights to use any and all of Your Materials for the Services or other Amplife® product or service, and to sublicense the foregoing rights to our Affiliates and operators of Amplife® Associated Properties; provided, however, that we will not alter any of Your Materials from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials; provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law (ex. fair use under United States copyright law, referential use under trademark law, or valid license from a third party).

5. Representations

Each party represents and warrants that:

(a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the country in which the business is registered and that you are registering for the Service(s) within such country;

(b) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement;

(c) any information provided or made available by one party to the other party or its Affiliates is at all times accurate and complete;

(d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (ex. the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and

(e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.

6. Indemnification

6.1 Your indemnification obligations

You agree to indemnify, defend and hold harmless Amplife® and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

6.2 Process

If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.

7. Disclaimer & General Release

a. THE AMPLIFE® SITES AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE AMPLIFE® SITES, THE SERVICES, AND VENDOR PORTAL AT YOUR OWN RISK. EXCEPT THOSE SET FORTH IN SECTION 5 ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE AMPLIFE® SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

b. IN TRANSACTIONS BETWEEN CUSTOMERS AND VENDORS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES AMPLIFE® (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

8. Limitation of Liability

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX-MONTH PERIOD PAID BY YOU TO AMPLIFE® IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

9. Insurance

If the gross proceeds from Your Transactions exceed the Insurance Threshold of Ten Thousand U.S. Dollars ($10,000) during any month, or each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term commercial general, umbrella or excess liability insurance with the Insurance Limit of One Million U.S. Dollars ($1,000,000) per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming AMPLIFE LLC and its assignees as additional insureds. At our request, you will provide us with certificates of insurance, the full insurance policy, or other documents we may request for the coverage to the following address: c/o AMPLIFE LLC, P.O. Box 4041, Antioch, CA 94531, Attention: Risk Management.

10. Tax Matters

As between the parties, you will be responsible for the collection, reporting, and payment of any and all of your taxes, except to the extent that (i) Amplife® automatically calculates, collects, or remits taxes on your behalf according to applicable law; or (ii) Amplife® expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by Amplife® and used by you. You agree to and will comply with the Tax Policy. All fees and payments payable by you to Amplife® under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying Amplife® any taxes imposed on such fees and any deduction or withholding required on any payment.

11. Confidentiality and Personal Data

During your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and after termination:

(a) all Confidential Information will remain Amplife® exclusive property;

(b) you will use Confidential Information only as is reasonably necessary for your participation in the Services;

(c) you will not otherwise disclose Confidential Information to any other person except as required to comply with the Law;

(d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and

(e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity.

You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may not use our name, trademarks, or logos in any way (including in promotional material) not covered by the Trademark Guidelines without our advance written permission.

Generally, you may not use customer personal data in any way inconsistent with applicable Law. You must keep customer personal data confidential at all times.

12. Force Majeure

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

13. Relationship of Parties

Subject to the Transaction Processing Service Terms, you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Amplife®, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third-party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

14. Suggestions and Other Information

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any Amplife® Site or Service, we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. To cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.

15. Modification

We may provide a notice for changes to the Agreement, but are not obligated to do so. We may change or modify the Agreement at any time with immediate effect

(a) for legal, regulatory, fraud and abuse prevention, or security reasons;

(b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or

Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3.

16. Password Security

Any password we provide to you may be used only during the Term to access the Vendor Portal (or other tools we provide, as applicable) to use the Services, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

17. Export

You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

18. Miscellaneous

The Governing Laws will govern this Agreement, without reference to rules governing the choice of laws or the Convention on Contracts for the International Sale of Goods. Amplife® and you both consent that any dispute with Amplife® or its Affiliates or claim relating in any way to this Agreement or your use of the Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) you may assert claims in a small claims court that is a Governing Court if your claims qualify; (ii) you or we may bring suit in the Governing Court, submitting to the jurisdiction of the Governing Court and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of Intellectual Property Rights; and (iii) we may bring any claims related to your sale of counterfeit products on the Amplife® Site in the Governing Court and seek any remedy available under law related to those claims. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, California Registered Agent Inc. 1401 21st Street STE R, Sacramento, CA 95811.

The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims and will not exceed the total advertising fees paid or payable to you under this operating agreement in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred. Unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of Intellectual Property Rights.

Amplife® may provide notice to you under this Agreement, but is not obligated to, by posting changes to the Vendor Portal or to the applicable Amplife® Services site to which the changes relate, by sending you an email notification, or by similar means. You must send all notices and other communications relating to Amplife® to our Vendor Support Team via the Vendor Portal, email, the Contact Us form, or similar means. We may also communicate with you electronically and in other media, and you consent to such communications. You may change your email addresses and certain other information in the Vendor Portal, as applicable. You will ensure that all of your information is current and accurate at all times.

19. Entire Agreement

If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. If you are located in the province of Quebec, Canada or are a government organization within France, then the following clause applies to you: The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais. This Agreement constitutes the entire agreement between the parties with respect to participation in the Amplife® Vendor Program, use of Amplife® Services, and related subject matter and supersedes all prior agreements and understandings.

Amplife® Vendor Participation AgreementUpdated 2 months ago