Sell with Amplife® Service TermsUpdated 20 days ago

The Sell with Amplife® Service ("Sell with Amplife®") is a Service that allows you to offer Your Listings directly on an Amplife® Site.

These Sell with Amplife® Service Terms ("Service Terms") contain the terms and conditions that govern your access to and use of the Service. By registering for or using the Service, you agree to be bound by the terms of these Service Terms.

These Service Terms are part of the Amplife® Vendor Participation Agreement ("Agreement") and Sell with Amplife® is part of the Amplife® Vendor Program ("Program"), but, unless specifically provided otherwise, concern and apply only to your participation in the Sell with Amplife® Service.

Definitions

As used in these Service Terms:

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

"Amplife® Refund Policies" means the return and refund policies published on the applicable Amplife® Site and applicable to Listings offered via an Amplife® Site, as updated from time to time.

"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.

"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 the 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.

"Disability Helped" means the disability that Your Listing helps.

"Disabled-Owned" means at least 51% founded, owned, operated or controlled by people with disabilities.

"Disabled-Designed" means created, developed or produced by people with disabilities.

"Disabled-Solution" means solves a problem for people with disabilities.

"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 (for example, 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.

"Listing Type" means who is serving the disabled community and how the Listing serves the disabled community (Disabled-Owned, Disabled-Designed, or Disabled-Solutions).

"Restricted Listing" means the Listings described on the applicable Restricted Listings Policy, any other applicable Program Policies, or any other information made available to you by Amplife®.

"Prohibited Listing" means a Listing that is not allowed on any Amplife® Site.

"Standard Listing" means a Listing whose transaction is completed on any Amplife® Site and fulfilled with the provided Order Information.

"Showcase Listing" means a Listing whose transaction is completed off all Amplife® Sites and fulfilled from the designated sales channel that is not Amplife®.

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

"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 or debit card information from credit cards or debit cards acceptable by Amplife® as well as valid bank account information for bank accounts acceptable by Amplife®.

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

"Purchase Price" means the total amount payable or paid for Your Listing (including taxes and shipping charges only to the extent specified in the Tax Policy).

"Referral Fee" means for Standard Listings, the applicable fee based on the Sales Proceeds from Your Transaction through the applicable Amplife® Site, based on the categorizations by Amplife®.

"Required Listing Information" means, with respect to each of Your Listings in connection with a particular Amplife® Site, the required accurate and complete information for each Listing that you offer through any Amplife® Site.

"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.

"Street Date" means the date(s), if any, specified by the manufacturer, producer, or service provider of a Listing as the date before which specified information regarding such Listing (for example, the model name of a wheelchair) should not be disclosed publicly, or such Listing should not be delivered or otherwise made available to customers.

"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 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 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.

"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, including content that is publicly available on your website, social media accounts, or other public-facing channels.

"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 these Service Terms, "we", "us", "our", and "Amplife®" means AMPLIFE LLC and any of its applicable Affiliates, and "you" and "your" means the Vendor and any of its Affiliates participating or seeking to participate in the Program by accepting the Agreement and these Service Terms. 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. Your Listings and Orders

1.1 Listings Information

You will provide accurate and complete Required Listing Information for each of Your Listings that you offer through any Amplife® Site and promptly update that information as necessary to ensure it at all times remains accurate and complete:

(a) a digitized image that accurately depicts only Your Listing, complies with all Listing Guidelines, and does not include any additional logos, text or other markings;

(b) title;

(c) brand;

(d) Purchase Price;

(e) Listing Type (Disabled-Owned, Disabled-Designed, or Disabled-Solution);

(f) Disability Helped within the category and browse structure;

(g) categorization within each Amplife® Listing category and browse structure;

(h) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies;

(i) list of technical specifications;

(j) information regarding in-stock status and availability, shipping limitations or requirements, and the estimated or promised shipment and delivery date and shipping charge (in each case, in accordance with any categorizations and with our standard functionality);

(k) any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed, or that are necessary for the safe use of Your Listing, in connection with the offer, merchandising, advertising, or sale of Your Listing; and

(l) any other information reasonably requested by us such as invoices and other documentation demonstrating the safety and authenticity of Your Listings.

You will also ensure that Your Materials, Your Listings (including packaging) and your offer and subsequent sale of any of the same on any Amplife® Site comply with all applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Program Policies), defamatory or obscene materials. You may not provide any information for, or otherwise seek to offer any Prohibited Listings on any Amplife® Sites.

If you offer a Listing for sale on an Amplife® Site that requires a warning under California Health and Safety Code Section 25249.6 (a "Proposition 65 Warning"), you (a) will provide us with such warning in the manner specified in our Program Policies, and (b) agree that our display of a Proposition 65 Warning on a Listing detail page is confirmation of our receipt of that warning. If Amplife® determines that a Listing may require a Proposition 65 Warning that you have not yet provided, we will notify you and you must provide the required warning within 5 business days of our notice. Failure to provide a required Proposition 65 Warning within that period may result in the Listing being suspended until the warning is received.

The license grants applicable to Your Materials are set forth in Sections 4.1, 4.2, and 4.3 of the Agreement, which are incorporated into these Service Terms by reference.

1.2 Listing and Order Processing

We will enable you to offer Your Listings on an Amplife® Site, and promote Your Listings in accordance with your Selling Plan (Standard or Showcase) and the Agreement (including via the Amplife® Associated Properties or any other functions, features, advertising, or programs on or in connection with the applicable Amplife® Site). We may use mechanisms that rate, or allow shoppers to rate, Your Listings and your performance as a Vendor, and Amplife® may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Listings through the applicable Amplife® Site. We will also receive all Sales Proceeds on your behalf for each transaction completed on an Amplife® Site and will have exclusive rights to collect payment for those transactions. We will remit Sales Proceeds to you in accordance with these Service Terms.

1.3 Shipping Charges

When Your Listing is ordered by customers through an Amplife® Site, you will determine the shipping charges subject to our Program Policies and standard functionality.

1.4 Credit Card Fraud

Our payment processing partner's fraud analysis provides indicators of credit card fraud (that is, a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions for each order of Your Listings through an Amplife® Site. The indicators are used to investigate an order that Amplife® or you think might be fraudulent. The indicators include information such as:

• whether the credit card used for the order passes AVS checks;

• whether the customer provided the correct CVV code;

• details about the IP address used to place the order; and

• whether the customer tried to use more than one credit card.

If fraud indicators are detected on an order, we will forward the indicators to you by email and will require your acknowledgment of receipt. You will have 48 hours from the time of our email to accept or cancel the order.

• If you accept the order, you will bear all risks and chargeback costs.

• If you cancel the order, the order will not be fulfilled.

• If you do not respond within 48 hours, we will contact the customer to determine if the order is fraudulent. If we determine that the order is most likely not fraudulent, we will proceed with fulfillment and chargeback risk will be shared equally between you and Amplife®. Equal sharing means that in the event of a confirmed chargeback, the reversed transaction amount and any associated fees will be split 50/50, with your share deducted from your account balance.

You will bear all other risks of fraud or loss, including in connection with Your Listings that are not fulfilled strictly in accordance with the Order Information and the estimated or promised shipment and delivery date.

1.5 HSA and FSA Listings

If you designate any of Your Listings as eligible for purchase using Health Savings Account (HSA) or Flexible Spending Account (FSA) funds, you represent and warrant that those Listings qualify as eligible medical expenses under applicable IRS guidelines and regulations at the time of listing and throughout the period the designation remains active. You are solely responsible for the accuracy of any HSA or FSA eligibility designation. If a customer's HSA or FSA plan administrator denies a transaction based on an inaccurate eligibility designation provided by you, you will be liable for any resulting claims, refund obligations, or penalties, and you agree to indemnify Amplife® for any costs arising from that inaccuracy.

You will promptly notify us at [email protected] if you become aware that any HSA or FSA designation on Your Listings is no longer accurate, and will update the listing information accordingly.

2. Sale and Fulfillment; Refunds and Returns

2.1 Sale and Fulfillment

For Standard Listings, you will:

(a) source, offer, sell, and fulfill Your Listings in accordance with the terms of the applicable Order Information, the Agreement, and all terms provided by you or us and displayed on the applicable Amplife® Site at the time of the order and be solely responsible for and bear all risk for those activities;

(b) package each of Your Listings in a commercially reasonable manner complying with all applicable packaging and labeling requirements, including any warnings or instructions necessary to safely use Your Listings, and ship each of Your Listings in accordance with the shipping purchased by the customer;

(c) only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on the applicable Amplife® Site at the time of the applicable order or as may be required under the Agreement;

(d) provide to Amplife® information regarding fulfillment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us;

(e) comply with all Street Date instructions;

(f) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Listings;

(g) identify yourself as the Vendor of each of Your Listings on all packing slips or other information included or provided in connection with Your Listings and as the Vendor to which a customer may return the applicable Listing; and

(h) not send customers emails confirming orders or fulfillment of Your Listings, as all order and shipment communications to customers are managed by Amplife®.

For Showcase Listings, you will fulfill your Listings in accordance with the terms of Your Sales Channels.

Insurance requirements vary based on your listing categories. General vendors are subject to the threshold-based requirements in Section 9.1 of the Agreement. Vendors offering durable medical equipment, medical devices, or clinical or professional services are subject to the immediate insurance requirements in Section 9.2 of the Agreement, which apply from the date your first such listing is approved regardless of transaction volume. Refer to Section 9 of the Agreement in full before submitting listings in those categories.

2.2 Cancellations, Returns, and Refunds

The Amplife® Refund Policies for an Amplife® Site will apply to Standard Listings. You acknowledge that the Amplife® Refund Policies may be updated from time to time and that the version in effect at the time of each transaction governs that transaction. You will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with the Agreement and the Amplife® Refund Policies for the applicable Amplife® Site, using the functionality we enable for your account. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers.

For Showcase Listings, you will accept returns in accordance with the terms of Your Sales Channels.

3. Problems with Your Listings

3.1 Delivery Errors and Nonconformities; Recalls

You are responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of Standard Listings, except to the extent caused by our failure to make available to you Order Information as it was received by us.

For Showcase Listings, you are responsible for any non-performance in accordance with the terms of Your Sales Channels.

You will notify us promptly as soon as you have knowledge of and are responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Your Listings or other products, services, or events provided in connection with Your Listings.

3.2 Chargebacks

When a customer disputes a transaction completed on an Amplife® Site (a "chargeback"), we will notify you and provide the details of the disputed transaction. You must provide documentation sufficient to contest the chargeback within the timeframe we specify, which will be no fewer than 7 business days from our notice. If you do not respond within the specified period, we may accept the chargeback on your behalf.

If a chargeback results in a reversal of Sales Proceeds, the reversed amount plus any associated processing fees will be deducted from your account balance or charged to your Primary Payment Method. You are responsible for all chargeback costs arising from Your Transactions except as otherwise provided in Section 1.4.

Repeated or excessive chargeback rates may result in suspension of your account or additional reserve requirements under Section 5.

3.3 Claims Reserve

If Amplife® receives claims, complaints, or notices related to Your Listings (including customer disputes, intellectual property claims, product liability claims, regulatory notices, or Proposition 65 compliance issues), we may withhold amounts from your account balance reasonably estimated to cover the value of those claims while they are pending resolution. We will notify you of any amounts withheld under this Section and the basis for the withholding. Withheld amounts will be released or applied within 30 days of final resolution of the applicable claim. The total amount withheld under this Section 3.3 at any time will not exceed the reasonably estimated value of open claims and disputes against your account plus any applicable processing fees.

4. Compensation

Amplife® will charge your Primary Payment Method for:

(a) the applicable Standard Listing fees for Vendors on the Standard Selling Plans;

(b) the applicable Showcase Listing monthly subscription on the renewal date for Vendors on the Showcase Selling Plans; and

(c) any other applicable fees described in the Agreement (including any applicable Program Policies).

If the Primary Payment Method cannot be charged for any reason, you authorize Amplife® to charge your other eligible payment methods. If Amplife® cannot charge your other eligible payment methods, you remain responsible for any uncollected amounts, and Amplife® may attempt to charge again or request another payment method. For Showcase Listings, this may change the date on which billing occurs. As permitted by law, Amplife® may automatically update payment information if it is provided by payment networks or financial institutions.

Subscription upgrades take effect immediately. Downgrades or cancellations take effect at the next billing date.

5. Remittance of Sales Proceeds and Refunds

Except as otherwise stated in the Agreement, we will remit to you your available balance within 7 business days of the confirmed delivery date of a Standard Listing order, on a weekly basis. For each remittance, your available balance is equal to any Sales Proceeds not previously remitted to you (which you will accept as payment in full for Your Transactions), less:

(a) the Listing fees;

(b) any other applicable fees described in the Agreement (including any applicable Program Policies);

(c) any amounts we require you to maintain in your account balance pursuant to the Agreement (including payments withheld pursuant to Section 2 of the Agreement, Section 1.4, Section 3.2, Section 3.3, and applicable Program Policies); and

(d) any taxes that Amplife® automatically calculates, collects and remits to a tax authority according to applicable law, as specified in the Tax Policies.

For Showcase Listings, your available balance will be remitted in accordance with the terms of Your Sales Channels.

We may establish a reserve on your account based on our assessment of risks to Amplife® or third parties posed by your actions or performance. The reserve amount will not exceed 10% of your average monthly Sales Proceeds over the prior three calendar months, or the total value of open claims and disputes against your account at that time, whichever is greater. We may modify the reserve amount within these limits based on changes in assessed risk. Reserves will be reviewed and released within 90 days unless an open claim, investigation, or chargeback proceeding requires the reserve to be maintained longer. You may request a review of any reserve determination by contacting us at [email protected].

When you either initially provide or later change your Primary Payment Method information, the remittance date may be deferred by up to 14 days.

6. Amplife® Websites and Services

Amplife® has the right to determine the design, content, functionality, availability, and appropriateness of its websites, selection, and any Listing on Amplife®, and all aspects of each Service, including your use of the same. Amplife® may assign any of these rights or delegate any of its responsibilities.

For changes to these Service Terms or Program Policies that materially and adversely affect your rights or obligations, including changes that result in the suspension or removal of active listings during a paid subscription period, Amplife® will provide advance notice in accordance with Section 15 of the Agreement. Emergency changes required for legal, regulatory, fraud prevention, or security reasons may take effect immediately.

Amplife® may assign any of these rights or delegate any of its responsibilities.

7. Continuing Guarantees

We require the following continuing guarantees from you.

If any of Your Listings is a "food", "drug", "medical device", or "cosmetic" being offered or sold in the United States or other product regulated under the U.S. Federal Food, Drug, and Cosmetic Act ("FFDCA") or its implementing regulations, then you provide us with the following continuing guaranty that with respect to all such Standard Listings comprising each sale, shipment, or other delivery made previously or hereafter are: (i) not adulterated or misbranded within the meaning of the FFDCA, (ii) compliant with all requirements of the FFDCA and its implementing regulations at the time of sale, shipment, or delivery, and (iii) provided by you in the original, unbroken packaging.

8. Entire Agreement

If any provision of the Agreement or these Service Terms 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 the 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. The Agreement and these Service Terms together constitute the entire agreement between the parties with respect to participation in the Sell with Amplife® Service and supersede all prior agreements and understandings relating to the same subject matter.