Amplife® Vendor Participation AgreementUpdated a day ago
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® Brand Experience, and Amplife® Advertising, described in their Service Terms and 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 Owned Channels" means Amplife®'s owned and operated distribution surfaces and content library, including its websites, social media accounts (including Amplife®'s own accounts, channels, and profiles operated on third-party platforms such as YouTube, Instagram, and TikTok), email, applications, and owned video and streaming destinations, in all media now known or later developed, whether offered on a free, public, membership, subscription, or other access-controlled basis.
"Amplife® Advertising" means the optional advertising Service for Vendors described in its Service Terms and the applicable Program Policies, when and as made available by Amplife®.
"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® Foundation" and "Foundation" means the 501(c)(3) nonprofit organization through which all Amplife® Love donation amounts are processed and distributed to Causes. The Amplife® Foundation is a separate organization, is not under common control with AMPLIFE LLC, and is not an Affiliate for purposes of this Agreement; it is not a party to this Agreement and signs nothing. Notwithstanding the foregoing, the Amplife® Foundation is an intended third-party beneficiary of, and is entitled to the full benefit and protection of, this Agreement to the same extent as an Affiliate, including the indemnification in Section 6, the disclaimers in Section 7, and the limitation of liability in Section 8. The Foundation holds no right, title, or interest in Your Materials, Vendor Content, Co-Created Content, or Captured Content.
"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 Amplife® remits a Donation to the Amplife® Foundation for each successful and verified sale of a Listing by a customer who has chosen a Cause, and the Amplife® Foundation in turn donates that amount to the customer's chosen Cause, at no extra cost to the customer or the Cause. Vendors may participate as matching Vendors as described in Section 2.4. Amplife® Love is available at any Amplife® Site.
"Amplife® Premium Content" and "Premium Content" means the enhanced Content templates placed on a Vendor's listing pages and collection pages, offered as part of the optional Amplife® Brand Experience Service and governed by the Amplife® Brand Experience Service Terms.
"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, any other website, application, or storefront owned or operated by Amplife® or its Affiliates (including any Amplife® brand site, such as amplifeclothing.com and severedsociety.com), any Amplife® in-person retail, event, or pop-up sales channel, and all domains forwarding to any of them. It includes each electronic store and storefront branded, owned, and/or controlled by Amplife® or its Affiliates through which Your Listing may be acquired.
"Amplife® Store" and "Store" means a Vendor's ecommerce storefront pages on Amplife®, offered as part of the optional Amplife® Brand Experience Service and governed by the Amplife® Brand Experience Service Terms.
"Brand Experience Service" means the optional paid Amplife® Brand Experience Service described in the Amplife® Brand Experience Service Terms, which are Service Terms under this Agreement.
"Captured Content" means photographs, video, audio, or other recordings of identifiable individuals that Amplife® captures at an event, demonstration, activation, or other in-person setting involving you or your products, as described in Section 4.9.
"Co-Created Content" means content that Amplife® produces featuring a Vendor's products or brand, such as features, demonstrations, stories, photographs, and major standalone productions such as documentaries and long-form films, as described in Section 4.3. Co-Created Content includes such works whether Amplife® newly produces them or assembles them using or derived from your Vendor Content.
"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.
"Enterprise Schedule" means a written fee schedule or terms schedule for an Enterprise Selling Plan variant, accepted through the Vendor Portal or signed by both parties.
"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 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.
"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, including the Code of Conduct.
"Sales Proceeds" means the gross proceeds from any of Your Transactions, including (a) all shipping and other charges; and (b) taxes and customs duties to the extent specified in the applicable Tax Policy. For invoiced orders, Sales Proceeds excludes amounts that customers fail to pay to us or our Affiliates; such amounts will be remitted only if and when actually collected, and Amplife® does not guarantee collection of any invoiced amount.
"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 a 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 a variant of the Standard Selling Plan for Vendors that cannot sell directly to customers, need a distributor or dealer to sell, or need the listing delivered with service options. The fees and any special terms for an Enterprise Standard Vendor are set out in an Enterprise Schedule, which controls over the standard terms for that Vendor; absent an executed Enterprise Schedule, the applicable Standard category fees and terms apply.
"Showcase Selling Plan" and "Showcase" means the Selling Plan for Vendors with few or no dealers or 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 a variant of the Showcase Selling Plan for Vendors with dealers or distributors or that are conglomerates. The fees and any special terms for an Enterprise Showcase Vendor are set out in an Enterprise Schedule, which controls over the standard terms for that Vendor; absent an executed Enterprise Schedule, the applicable Showcase subscription fees and terms apply.
"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.
"Term" means the period beginning on the date of your completed registration for use of a Service and ending on the effective date of termination of this Agreement.
"Vendor" means an individual or organization who is authorized to create Listings for the Program.
"Vendor Account" means the account we make available to you to access the Vendor Portal and participate in the Program, including its associated email address of record.
"Vendor Content" means your brand's name, logos, trademarks, product images, product descriptions, mission statements, brand story, and other content and materials, whether provided directly by you by any means (including email, the Vendor Portal, file-sharing links or folders such as Google Drive or Dropbox, and photo or media libraries such as Flickr, including materials added to any folder or library you share with us while your participation continues), displayed on your listings or vendor profile, or publicly available on your website, social media accounts, or other public-facing channels.
"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, including content that is publicly available on your website, social media accounts, or other public-facing channels.
"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 (which, for clarity, does not include the Amplife® Foundation), 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 the Program Policies, the conflict will be resolved by giving precedence in the following order, notwithstanding any contrary statement in a lower-order document: first the Agreement, then the applicable Service Terms, then 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 Agreement without modification, complete the registration process for one or more of the Services to 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 in connection with the Vendor Program will be handled in accordance with the Amplife® Vendor Privacy Policy; your use of our websites as a shopper remains governed by 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;
violation of Intellectual Property Rights;
other illegal, deceptive, or misleading activities; and
the brand owner or manufacturer of their Listings, or authorized in writing by the brand owner or manufacturer to sell them (including under exclusive or authorized distribution rights), with authorization documentation available upon our request — intermediaries without brand authorization are not Eligible Vendors. For authorized-distributor Listings, the Listing's brand always names the actual manufacturer, and fulfillment attribution is disclosed on the listing page; and
otherwise not in violation of the terms of this Agreement.
After receiving your first listing submission, 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. Without limiting the foregoing, we reserve the right to reject or remove any applicant or participant that we determine, in our sole discretion, is not genuinely a part of, relevant to, or serving the disabled community. 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, Showcase, or an Enterprise variant per your Enterprise Schedule)
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 and managing your listings;
Link to submit your W-9 / tax information (if requested);
Link to submit additional business information and documents (if requested);
Link to pay for your subscription (Showcase only); and
You will only be charged once your approved listings are ready to go live on the Amplife® Site.
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 Agreement. If your application is accepted, you will be an "Eligible Vendor" for as long as all of your registration information remains current and complete, this Agreement remains in force, and you continue to meet the eligibility criteria above.
INFORM Consumers Act. You will provide, and annually certify or update, the identity, bank-account, tax, and contact information we request in order to comply with the INFORM Consumers Act (15 U.S.C. § 45f) and similar Laws, and you consent to our collection, verification, and, where required by Law, disclosure to customers of required seller-identity information. We will suspend, as required by Law, any Vendor that fails to provide or certify this information within 10 days of our notice, and such suspension is not a breach of this Agreement.
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; Amplife® Love Vendor Match
2.1 Fees
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 (or, for Enterprise variants, your Enterprise Schedule). 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.
2.2 Payment Methods and Verification
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.
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.
2.3 Withholding
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 withhold payments to you in amounts reasonably related to those risks or to amounts you owe us. We will notify you of the basis for any withholding, will review withheld amounts at least every 90 days, and will release amounts exceeding our reasonably estimated exposure. Withholding under this Section operates subject to the reserve and claims-withholding limits stated in the applicable Service Terms, except where we reasonably suspect deceptive, fraudulent, or illegal activity or where amounts are owed to us.
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 amounts arising from or associated with that activity may be withheld and, upon final determination, applied to customer redress, our damages, and our costs; any remainder will be handled as required by applicable Law, including unclaimed-property Law.
2.4 Amplife® Love Vendor Match
Participation as a matching Vendor is optional. You may enroll or withdraw through the Vendor Portal, with effect from the next calendar month.
(a) Standard Selling Plans (on-site transactions). If you enroll, for each Qualifying Purchase of Your Listings where the customer has chosen a Cause, an amount equal to 1.43% of the eligible purchase price is deducted from your payout and remitted to the Amplife® Foundation as your matching contribution, for a possible total donation of 2.86% of the eligible purchase price. Your match always follows the Cause chosen by the customer for that purchase; you may not redirect it. "Eligible purchase price" means the sale price of the item, excluding shipping fees, handling fees, gift-wrapping fees, taxes, and service charges, and less any rebates, returns, and bad debt; a "Qualifying Purchase" excludes orders that are cancelled, returned, refunded, or charged back.
(b) Showcase Selling Plans (off-site transactions). Because Showcase transactions complete off the Amplife® Sites, Showcase matching takes the form of a fixed monthly contribution to the Amplife® Foundation in the amount stated in the Program Policies or your Enterprise Schedule, charged with your subscription. You may designate the Eligible Cause that benefits from your monthly contribution. A Showcase contribution is not a purchase match, and you will not advertise or describe it as a percentage of purchases.
(c) No self-dealing. Neither you nor any entity you own, control, or are affiliated with may be selected, designated, or benefit as the recipient Cause of your match or contribution, and you may not receive, directly or indirectly, any donation attributable to your match or to Amplife®'s contribution.
(d) True-up. Match amounts deducted for orders that are subsequently cancelled, returned, refunded, or charged back will be credited back to you in the next remittance cycle, and the corresponding donation will be reversed or netted in the donation pipeline.
(e) Public statements. You may accurately describe your participation (for example, "we match Amplife®'s donation on eligible purchases at amplife.co"). You will not overstate the donation, state or imply that a percentage of every purchase is donated where that is not true, or make any charitable-sales claim that does not comply with applicable Law and FTC guidance. We may require you to correct or remove any inaccurate or non-compliant statement, and you will do so promptly.
3. Term and Termination
The terms of this Agreement will start on the date of your completed registration for use of a Service and continue until terminated by us or you as provided below. Either party may terminate this Agreement or any Service at any time, with or without cause, on 30 days' written notice. If Amplife® permanently removes you from any Amplife® program for violating that program's terms, that removal applies across all Amplife® programs, including this one. You may also terminate your account or this Agreement immediately on notice to us via email to [email protected], 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 may also discontinue, suspend, or modify the Program or any Service, in whole or in part, at any time. If we discontinue a paid Service during a period you have prepaid, we will refund the prorated unused portion of the prepaid fees for that Service as your sole remedy for the discontinuation.
Where practicable, we will notify you of a termination or suspension by us via email or similar means, indicating the reason and any options to appeal as described in the Program Policies, 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 (in accordance with its terms, including the post-termination coverage tail), 10, 11, 13, 14, 17, 18, and 19 of the Agreement survive.
4. License; Content
4.1 License from You to Amplife®
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, successors, assigns, designated content or media entities, and operators of Amplife® Associated Properties; provided that we will not present Your Materials in a manner that is misleading or disparaging, and your trademarks and logos will be used in their proper form. The broader rights to edit Your Materials and to create new works from your Vendor Content are set forth in Section 4.2. 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 (for example, fair use under United States copyright law, referential use under trademark law, or valid license from a third party).
4.2 Vendor Content License; Content Engine; Edit Rights
In addition to the license granted in Section 4.1, you grant Amplife® and its Affiliates a non-exclusive, worldwide, royalty-free license to use, reproduce, display, distribute, and promote your Vendor Content for any of the following purposes:
Operating, displaying, and maintaining your listings on the Amplife® platform;
Marketing and advertising Amplife® and its programs on any channel, including social media, email, the Amplife® Site, the Amplife Owned Channels, press releases, and investor or grant materials;
Featuring your brand as a participant or vendor on Amplife® in any Amplife® publication or communication;
Promoting the Amplife® Love Program where you have opted in as an Amplife® Love Vendor; and
Creating new works that incorporate your Vendor Content, such as articles, guides, social posts, long-form videos, short-form videos, carousels, newsletters, and similar editorial, Program, and marketing content, and distributing those works on any channel and in any media now known or later developed, including the Amplife Owned Channels, third-party platforms, press, paid media, and in-person and retail settings.
No prior approval is required for works created under this Section 4.2. Amplife® owns the works it creates under this Section, while your underlying Vendor Content remains yours and is licensed to Amplife® on a non-exclusive basis. You also grant Amplife® the right to edit, cut, crop, combine, caption, translate, and otherwise modify your Vendor Content when creating works permitted under this Agreement, and, to the extent permitted by applicable Law, you waive any moral rights, rights of attribution, and rights of integrity in your Vendor Content and in the works Amplife® creates from it. Amplife® will not present your Vendor Content in a manner that is misleading or disparaging, and your trademarks and logos will be used in their proper form.
4.3 Co-Created Content; Productions
From time to time, Amplife® may produce content featuring your products or brand, such as features, demonstrations, stories, photographs, and major standalone productions such as documentaries and long-form films ("Co-Created Content"), whether newly produced or assembled using or derived from your Vendor Content. As between you and Amplife®, Amplife® owns all right, title, and interest in the Co-Created Content it produces, including the recordings, edits, and finished works, and may host, reproduce, distribute, display, perform, adapt, create derivative works of, license, and sublicense it across the Amplife Owned Channels and otherwise, through Amplife® and its Affiliates, successors, assigns, and designees. Where your governing policies prohibit assigning ownership, this Section instead grants Amplife® a perpetual, exclusive, worldwide, royalty-free, and sublicensable license to the Co-Created Content with the same distribution rights. You retain ownership of your underlying brand assets and pre-existing materials. No prior approval is required; Amplife® will not present Co-Created Content in a manner that is misleading or disparaging, and will not state or imply your endorsement of a third party's products without your agreement.
4.4 No Synthetic or AI Use
Amplife® will not use your Vendor Content, any Co-Created Content, or any Captured Content to create synthetic or artificial-intelligence-generated depictions of any identifiable individual's likeness or voice. This restriction applies to every individual, is absolute, and applies regardless of how the content was obtained.
4.5 Clearance of Individuals in Vendor Content
You represent and warrant that any individual appearing in your Vendor Content (and a parent or legal guardian for any minor) has consented to Amplife®'s use as permitted under this Agreement, that your Vendor Content was lawfully obtained and is cleared for Amplife®'s use including incorporation into new works distributed as permitted by Section 4.2, and that Amplife®'s use will not violate any third party's rights. Amplife® may rely on these representations and is not required to seek separate clearance for individual items.
4.6 House-Label Products
Your participation as a Vendor is non-exclusive and does not restrict Amplife® from offering its own products, including products sold under Amplife®'s own brands or house labels. Where you manufacture or supply a product that Amplife® offers under an Amplife® brand or house label: (a) all Amplife® brands, trademarks, and marks on that line remain the exclusive property of Amplife®, and you retain your own separate product line and your own marks; (b) as between the parties, Amplife® owns all designs, artwork, specifications, tech packs, and product concepts that Amplife® creates or commissions for any Amplife® brand or house label, and may produce, source, and sell such products through any channel (online, in person, or retail), by any method (including print-on-demand or stocked inventory), under any Amplife® brand; and (c) you obtain no rights in such designs and will not produce, sell, or supply them for or to any third party. Nothing in this Agreement grants you any right in Amplife®'s brands or house labels. The commercial terms of any specific manufacturing or supply arrangement will be set forth in a separate written agreement or order, which controls only as to those commercial terms.
4.7 Survival of Content License After Termination
The licenses granted to Amplife® in this Section 4 survive termination of your vendor relationship solely with respect to content already published, displayed, or distributed by Amplife®, and Co-Created Content already created, prior to the effective date of termination, including your listing pages and any works featuring your brand created during your active participation. Co-Created Content in production as of the effective date of termination may be completed, published, and used as if created before termination, provided your brand is presented consistent with Sections 4.2 and 4.3. Amplife® will not otherwise create new promotional materials or new Co-Created Content featuring your brand after the effective date of termination. Amplife® reserves the right to archive or redirect your listing pages following termination.
4.8 Your Ownership
This license does not transfer ownership of your Vendor Content to Amplife®. You retain all ownership rights to your brand assets, product images, and other proprietary content. You represent and warrant that you have all rights necessary to grant the licenses above, and that Amplife®'s use of your Vendor Content as described will not violate any third party's intellectual property or other rights.
4.9 Captured Content; Consent; Child Safety
This Section applies whenever Amplife® captures Captured Content at an event, demonstration, activation, or other in-person setting involving you or your products.
(a) Consent. Before any use, each identifiable individual (or their parent or legal guardian, where applicable) either consents to Amplife®'s use of their Captured Content across Amplife®'s owned and public surfaces, or declines, in which case the person is not recorded for use. Consent is collected through individual appearance and consent releases signed by each person who appears; your participation does not by itself grant the personal likeness or voice rights of any individual.
(b) Children. Any Captured Content involving a minor requires verified consent from a parent or legal guardian, is subject to stricter default limits on use and identifying information, and receives additional care in placement. No exceptions.
(c) Withdrawal. An individual, or their parent or legal guardian, may withdraw consent for future use of that individual's Captured Content at any time by notifying Amplife®, and Amplife® will stop further use of that individual's Captured Content on a going-forward basis within a reasonable period. Withdrawal applies to that individual only and does not require recall or removal of copies already published or distributed before the withdrawal, except as required by applicable Law.
(d) Your policies. Where your own consent, privacy, or safety requirements are more protective than this Section, your requirements control for content captured at your events or premises.
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) all information you provide or make available to us or our Affiliates is accurate and complete in all material respects, and you will promptly correct any inaccuracy upon discovery;
(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 (such as 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 of Amplife®
You agree to indemnify, defend and hold harmless Amplife®, the Amplife® Foundation, and our parent, subsidiaries, affiliates, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from any claim or demand, including reasonable attorneys' fees, made by any third-party due to or arising out of: (a) your breach of this Agreement or the documents they incorporate by reference; (b) your violation of any law or the rights of a third-party; (c) your Listings, products, or services; or (d) your negligence or willful misconduct.
6.2 Amplife®'s Indemnification of You
Amplife® agrees to defend, indemnify, and hold you and your officers, directors, employees, and representatives harmless from and against claims, demands, or proceedings brought against you by an unaffiliated third party, and the resulting damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees), to the extent arising out of: (a) Amplife®'s material breach of this Agreement; (b) Amplife®'s gross negligence or willful misconduct in the operation of the Services; or (c) any claim that Amplife®'s platform technology or branded content, as provided to you without modification, infringes any third-party intellectual property right — except to the extent the claim arises from the combination of our platform technology or content with your products, content, or systems, from your modification of what we provided, or from your use after we notified you to stop. For clarity, this Section 6.2 does not apply to any claim by you against Amplife®, which remains subject to Section 8.
6.3 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 and 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. DATA, REPORTS, DASHBOARDS, AND ANALYTICS WE MAKE AVAILABLE TO YOU ARE ESTIMATES PROVIDED FOR CONVENIENCE AND ARE NOT WARRANTED.
(b) IF A DISPUTE ARISES BETWEEN YOU AND ONE OR MORE CUSTOMERS, OTHER VENDORS, OR OTHER THIRD PARTIES IN CONNECTION WITH THE SERVICES OR YOUR TRANSACTIONS, YOU RELEASE 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. YOU EXPRESSLY WAIVE CALIFORNIA CIVIL CODE §1542, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
8. Limitation of Liability
NEITHER PARTY WILL BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO THE OTHER PARTY OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE 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, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
EXCEPT FOR THE EXCLUDED CLAIMS DESCRIBED BELOW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO AMPLIFE® (INCLUDING AMOUNTS DEDUCTED FROM REMITTANCES) IN CONNECTION WITH THE SERVICES IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, PLUS ANY SALES PROCEEDS THEN HELD BY AMPLIFE® AND ACTUALLY OWED TO YOU, OR (B) ONE THOUSAND DOLLARS ($1,000).
"Excluded Claims" means, and the cap above does not apply to: (i) either party's indemnification obligations under Section 6; (ii) a party's breach of its confidentiality obligations under Section 11; (iii) Amplife®'s use of your Vendor Content, any Co-Created Content, or any Captured Content outside the rights granted in this Agreement; (iv) Amplife®'s breach of the no-synthetic-or-AI restriction in Section 4.4 or the consent and child-safety provisions of Section 4.9; (v) a party's gross negligence or willful misconduct; or (vi) your misuse of customer personal data or Order Information in violation of Section 11.
The protections in this Section 8 extend to the Amplife® Foundation, our Affiliates, and our licensors to the same extent they apply to us.
9. Insurance
9.1 General Vendors
If the gross proceeds from Your Transactions exceed Ten Thousand U.S. Dollars ($10,000) in any calendar month, or average more than Ten Thousand U.S. Dollars ($10,000) per month over any three (3) consecutive calendar 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 limits 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.
9.2 DME, Medical Device, and Clinical Service Vendors
If any of Your Listings consists of durable medical equipment (DME), medical devices, or clinical or professional services (including but not limited to prosthetic assessment and fitting, physical therapy, occupational therapy, assistive technology evaluation, rehabilitation counseling, or any other service regulated by state professional licensing requirements), the insurance requirements in this Section 9.2 apply from the date your first such listing is approved and remain in effect throughout the Term, regardless of transaction volume, and no such listing will go live until the proof of insurance required by Section 9.3 has been received and confirmed.
You will maintain at your expense:
(a) commercial general, umbrella or excess liability insurance with limits of One Million U.S. Dollars ($1,000,000) per occurrence and Three Million U.S. Dollars ($3,000,000) in annual aggregate, covering liabilities caused by or occurring in conjunction with the operation of your business, including products liability, products/completed operations, and bodily injury; and
(b) for clinical or professional service vendors, professional liability (malpractice) insurance with limits of One Million U.S. Dollars ($1,000,000) per occurrence and Three Million U.S. Dollars ($3,000,000) in annual aggregate.
All policies required under this Section 9.2 must name AMPLIFE LLC and its assignees as additional insureds.
9.3 Policy Requirements and Proof of Insurance
Policies required under this Section 9 must be written by insurers rated A-/VII or better by A.M. Best, be primary and non-contributory with respect to any insurance maintained by Amplife®, include a waiver of subrogation in favor of AMPLIFE LLC, and provide (by policy term or insurer practice) at least 30 days' notice of cancellation or material reduction. Products/completed-operations coverage (or an extended reporting period providing equivalent protection) must be maintained for three (3) years after your last sale through the Services. For listings subject to Section 9.2, you will deliver certificates of insurance and additional-insured endorsements before your first such listing goes live and annually upon renewal; for all other Vendors, at our request you will provide certificates, the full policy, or other documents we may request. Deliver proof to: c/o AMPLIFE LLC, P.O. Box 4041, Antioch, CA 94531, Attention: Risk Management, or as directed in the Vendor Portal. Failure to provide required proof within five (5) business days of our request (or before go-live where Section 9.2 applies) is grounds for suspension of your listings until coverage is confirmed.
9.4 Recalls and Safety Actions
You are responsible for all costs of any recall, market withdrawal, or safety corrective action affecting Your Listings, including customer refunds, replacement, retrieval, destruction, and customer communications, and you will conduct any such action in cooperation with us.
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, Publicity, and Personal Data
11.1 Your Confidentiality Obligations
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 (except customer personal data, which is handled per Section 11.4, and your own information);
(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 (such as 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.
11.2 Our Confidentiality Obligations
We will protect your non-public business information disclosed to us in connection with the Services — including Street Date information, unreleased product information, and non-public pricing — with reasonable care, will use it only to provide and improve the Services, and will not disclose it except to our personnel, Affiliates, and service providers who need it for those purposes, or as required by Law.
11.3 Publicity
You may accurately state that you sell on Amplife®, and you may use our name and Marks solely as permitted by the Trademark Guidelines, in each case without prior approval. Press releases, co-branded campaigns, and any statement or material that states or implies a partnership, sponsorship, or endorsement by Amplife® require our advance written permission. You will not misrepresent or embellish the relationship between us, and we may require you to promptly correct or remove any inaccurate, misleading, or non-compliant statement or material, and you will do so promptly.
11.4 Customer Personal Data and Order Information
You will: (a) use customer personal data and Order Information solely to fulfill Your Transactions and provide legally required post-sale support, and for no other purpose — including no enrichment, profiling, retargeting, solicitation, marketing, or off-platform sales activity; (b) not sell customer personal data or share it for advertising purposes, and not disclose it to any third party except carriers and service providers who need it to fulfill the order and are bound to equivalent restrictions; (c) implement reasonable administrative, technical, and physical safeguards for customer personal data and Order Information; (d) delete customer personal data when it is no longer required for fulfillment or a statutory obligation; (e) notify us at [email protected] within 48 hours of any actual or reasonably suspected unauthorized access to or disclosure of customer personal data in your possession or systems; and (f) cooperate with our investigation and any legally required notifications, at your expense where the incident arises from your systems or conduct. You may not use customer personal data in any way inconsistent with applicable Law, and you must keep customer personal data confidential at all times.
12. Force Majeure
Neither party will be liable for any delay or failure to perform any of its obligations under this Agreement by reasons, events or other matters beyond that party's reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government action, or widespread internet or infrastructure failure. The affected party must promptly notify the other party and use reasonable efforts to resume performance as soon as practicable. Payment obligations that are already due are not excused by force majeure.
13. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency (except the limited payments agency described in the applicable Service Terms), 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. This Agreement is for the sole and exclusive benefit of Amplife® and you. The Amplife® Foundation, our Affiliates, and our licensors are expressly intended third-party beneficiaries of this Agreement (including Sections 6, 7, and 8), but the Amplife® Foundation is not a party to this Agreement, signs nothing, and has no obligations under it. Except as stated in the preceding sentence, 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 any legal or equitable right, remedy, or claim under or in respect to this Agreement, and no customer or other person has any right, remedy, or claim under this Agreement. 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 change or modify the Agreement at any time with immediate effect for:
(a) legal, regulatory, fraud and abuse prevention, or security reasons;
(b) changes to existing features or additions of new features to the Services that do not materially adversely affect your use of the Services; or
(c) restrictions on products or activities that we deem unsafe, inappropriate, or offensive.
For any material change to this Agreement that does not fall within the categories above and that adversely affects your rights or obligations, we will provide at least 30 days advance written notice by email to the address associated with your Vendor Account and/or by posting notice on the Vendor Portal. Your continued use of the Services after the effective date of any change to this Agreement 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.
Notwithstanding the foregoing, we will not modify the content-production rights in Sections 4.3, 4.4, and 4.9 in a manner that expands the rights you grant to us or reduces the protections those Sections provide to you without your signed written agreement. Prior versions are available in our version history.
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. Disputes; 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.
Informal resolution first. Before either party begins an arbitration, that party will send the other a written notice of dispute describing the claim and the relief sought (to us: [email protected], Attention: Legal, or our registered agent below; to you: your Vendor Account email), and the parties will try in good faith to resolve the dispute for 60 days from the notice. If it is not resolved, either party may begin arbitration.
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 Section, rather than in court, except that (i) either party may assert claims in small claims court if the claims qualify, whether in a small claims court whose jurisdiction covers you or in a small claims division of the Governing Court; (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 Commercial Arbitration Rules (and, where the Vendor is an individual sole proprietor, the AAA's Consumer Arbitration Rules where those rules apply by their terms). 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 filing fees for non-frivolous claims of Ten Thousand U.S. Dollars ($10,000) or less. 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.
Coordinated filings. If 25 or more demands for arbitration are filed relating to the same or similar subject matter and sharing common issues of law or fact, and counsel for the parties filing the demands are the same or coordinated, the demands will be batched into groups of up to 50, with one arbitrator appointed per batch, and batches will proceed sequentially; the parties will cooperate with the AAA to implement this process, and applicable statutes of limitation are tolled for demands awaiting their batch.
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 the class-action waiver in the preceding sentence is held unenforceable as to a particular claim, that claim (and only that claim) must proceed in the Governing Court, not in arbitration. 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.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. We may assign this Agreement, or delegate or sublicense any of our rights under it (including the content and distribution rights in Section 4), in whole or in part, to an Affiliate, successor, or designated content or media entity, without your consent.
Amplife® may provide notice to you under this Agreement 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 may send routine communications to our Vendor Support Team via the Vendor Portal, email, the Contact Us form, or similar means; however, legally significant notices from you (including termination notices, notices of dispute, and indemnification notices) must be sent by email to [email protected] with the subject line "Legal Notice" or by mail to c/o AMPLIFE LLC, P.O. Box 4041, Antioch, CA 94531, Attention: Legal. 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 exige que le present contrat et tous les documents connexes soient rediges en anglais. This Agreement, together with the applicable Service Terms (including the Sell with Amplife® Service Terms and the Amplife® Brand Experience Service Terms, as applicable) and the Program Policies it incorporates, 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, except that any separate written agreement or order entered into under Section 4.6 remains in effect as to its commercial terms.