Sell with Amplife® Service TermsUpdated 19 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

Capitalized terms used but not defined in these Service Terms have the meanings given in the Agreement. In particular, the following terms are defined in the Agreement and apply here with those meanings, so that the two documents cannot drift: "Affiliate", "Amplife® Associated Properties", "Amplife® Service", "Amplife® Site", "Confidential Information", "Content", "Intellectual Property Right", "Law", "Listing", "Order Information", "Primary Payment Method", "Program Policies", "Sales Proceeds", "Selling Plan" (including "Standard Selling Plan", "Enterprise Standard Selling Plan", "Showcase Selling Plan", and "Enterprise Showcase Selling Plan", and any applicable Enterprise Schedule), "Term", "Vendor", "Vendor Account", "Vendor Portal", "Your Materials", "Your Listing", "Your Sales Channels", and "Your Transaction".

As used in these Service Terms:

"Amplife® Refund Policy" 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.

"Confirmed Delivery Date" means, for a Standard Listing order, the date the carrier's tracking records delivery to the customer or, if the carrier does not record a delivery, seven (7) calendar days after the date of shipment, unless there is credible evidence the order was not delivered.

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

"Disabled-Owned" means founded by people with disabilities (at least half of the founders), or at least 51% 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.

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

"Prohibited Listing" means a Listing that is prohibited by Law or designated as prohibited in the Program Policies, and that accordingly is not allowed on any Amplife® Site.

"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® (or, for Enterprise Standard Vendors, the fee stated in the applicable Enterprise Schedule). The Referral Fee is the single listing-sale fee under these Service Terms, and references to listing fees in the Program mean the Referral Fee.

"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.

"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®.

"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®.

"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.

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 following order, notwithstanding any contrary statement in a lower-order document: first the Agreement, then these Service Terms, then 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® Site, and you may offer Restricted Listings only in compliance with the applicable Restricted Listings Policy and Program Policies.

Listings we prepare on your behalf; Listing Review. Where we create or update a Listing on your behalf (including from materials you provide or from your public-facing channels), we will make the Listing available for your review and notify you by email, text message, or another contact method we customarily use with you. Your approval in any recorded form, or the passage of ten (10) business days after our notice without a correction from you, confirms the Listing as prepared, including its Listing Type designations, Required Listing Information, any required warnings, and any HSA/FSA eligibility designation shown on the Listing, each of which is then treated as provided and certified by you. You may correct any element of a Listing at any time, and we will apply corrections promptly.

Listing Type certification. You certify the accuracy of every Listing Type designation for Your Listings. Your certification is made when you create a Listing or select a designation on an intake or application form, or through the Listing Review process described above for Listings we prepare on your behalf. You will re-certify any designation upon our request, with supporting documentation. If a designation stops being accurate, including through any change in ownership, operation, or control, you must promptly update or remove it and notify us. We may assess any Listing Type designation using the Listing, product information, and your public-facing channels, and we may remove any designation our assessment does not support. You may certify a Disabled-Solution designation like any other designation, and we may also apply, confirm, or re-designate a Disabled-Solution designation based on our own assessment. If a designation is removed, or is not re-certified after our request, the Listing may remain active under any other valid designation, and where no valid designation remains, we may suspend the Listing until a valid designation is in place. We may audit any Listing Type claim, and may immediately remove or re-designate any Listing Type claim that we cannot verify, without liability. Misrepresentation of a Listing Type is a material breach of the Agreement not subject to a cure period.

Proposition 65. 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 requires a Proposition 65 Warning that has not been provided, the Listing will be suspended immediately and will be reinstated upon our receipt and display of the required warning.

The license grants applicable to Your Materials and your Vendor Content are set forth in Section 4 of the Agreement, which is 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 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.

You appoint Amplife® as your agent for the limited purpose of receiving, holding, and settling payments from customers for Your Transactions. We will 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. Receipt of funds by Amplife® from a customer discharges the customer's payment obligation to you in the amount received, whether or not Amplife® remits that amount to you. 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 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 as a courtesy. 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, the order will be cancelled and not fulfilled. If we nonetheless elect, in our sole discretion, to proceed with fulfillment, you continue to bear all risks and chargeback costs unless we expressly agree otherwise in writing for that order.

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, or confirm an HSA/FSA eligibility designation we have applied (including through the Listing Review process), 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®; and

(i) for any of Your Listings that may lawfully be sold only against a prescription, verify before fulfillment that the customer holds a valid prescription, fulfill only against that verification, and maintain records of the verification as required by Law.

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, and such listings will not go live until proof of insurance is received under Section 9.3 of the Agreement. Refer to Section 9 of the Agreement in full before submitting listings in those categories.

2.2 Cancellations, Returns, and Refunds

The Amplife® Refund Policy for an Amplife® Site will apply to Standard Listings. You acknowledge that the Amplife® Refund Policy 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 Policy 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. You are responsible for the costs of any recall, market withdrawal, or safety corrective action affecting Your Listings as described in Section 9.4 of the Agreement.

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 5 calendar days from our notice or any shorter period required by the applicable card network's rules, in which case we will tell you the applicable deadline. 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 Referral Fees for Vendors on the Standard Selling Plans (for Enterprise Standard Vendors, per the applicable Enterprise Schedule);

(b) the applicable Showcase monthly subscription on the renewal date for Vendors on the Showcase Selling Plans (for Enterprise Showcase Vendors, per the applicable Enterprise Schedule); 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, your available balance for a Standard Listing order becomes eligible for remittance seven (7) business days after the Confirmed Delivery Date of that order, and eligible balances are remitted in weekly remittance cycles. 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 applicable Referral 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 amounts withheld pursuant to Section 2.3 of the Agreement, Section 1.4, Section 3.2, Section 3.3, and applicable Program Policies);

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

(e) your Amplife® Love match amounts under Section 2.4 of the Agreement, where you are enrolled as a matching Vendor.

You will reimburse us on demand for the full amount of any refund, return, adjustment, or chargeback that we pay or credit to a customer in connection with Your Transactions, whether arising before or after remittance to you, and we may deduct those amounts from your account balance or charge your Primary Payment Method. Following termination of the Agreement or these Service Terms, or the closure of your last active Listing, we may retain a reserve from final remittances for up to 120 days to cover anticipated refunds, chargebacks, and claims, released on the same review terms as the reserve below.

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, and actions concerning products or activities that we deem unsafe, inappropriate, or offensive under Section 15(c) of the Agreement, may take effect immediately. Prior versions are available in our version history.

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 Listings comprising each sale, shipment, or other delivery made previously or hereafter, whether the transaction completes on or off an Amplife® Site, the Listings 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. Vendor Conduct and Performance

You will comply with the Code of Conduct and with any Vendor performance standards published in the Program Policies, if and as published. You will not use Order Information, customer personal data, or other information obtained through the Services to solicit or divert Amplife® customers or to complete off-platform the transactions the Services generate, except as expressly permitted for active Showcase Selling Plan Vendors under the Code of Conduct. Failure to meet the Code of Conduct or published performance standards is grounds for listing suppression, suspension of your account, or termination as provided in the Agreement.

9. 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, these Service Terms, and the Program Policies they incorporate 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.