Life-Changing Wisdom “Marketplace” Vendor Agreement

1. Agreement Acceptance and Parties

This Vendor Agreement (“Agreement”) is a binding contract between Life-Changing Wisdom “Marketplace” (referred to as “we,” “us,” or the “Company”) and you, the individual or entity registering as a vendor (“you” or “Vendor”). By clicking “Agree” or by using the Life-Changing Wisdom Marketplace services to list or sell your content, you acknowledge that you have read this Agreement and agree to be bound by its terms. If you do not agree to these terms, you are not authorized to use the Marketplace and must not list any products or content. This Agreement governs your participation in the Life-Changing Wisdom Marketplace, including the listing and sale of your digital content (such as book manuscripts), print-on-demand products, merchandise, and any affiliated services through our platform.

Eligibility: By entering this Agreement, you represent that you are at least 18 years old (or the age of majority in your jurisdiction, if higher) and able to form a legally binding contract. You agree to provide and maintain accurate, complete, and valid registration information (including your legal name or business name, address, email, and payment details) as part of your vendor account. We may require you to provide additional verification information at any time to confirm your identity or eligibility to use the Marketplace. You are responsible for safeguarding your account credentials and for all activities that occur under your account, whether or not authorized by you. If you become aware of any unauthorized use of your account, you must notify us immediately. We reserve the right to refuse service, terminate accounts, or require additional steps if we determine that an account is not in compliance with this Agreement or our policies.

2. Changes to Terms

The Marketplace and services may evolve over time, and we reserve the right to modify this Agreement at our discretion. If we make material changes, we will notify you by posting the revised terms on our website or through other reasonable means (such as via the email associated with your account). The updated terms will indicate the effective date. Your continued use of the Marketplace after the effective date of any changes constitutes your acceptance of the revised terms. If you do not agree to a change, you must stop using the services and may terminate this Agreement as described below.

3. Term and Termination

Term: This Agreement begins when you accept it and will continue indefinitely until terminated by either party as described herein.

Termination by You: You may terminate this Agreement at any time by providing us written notice of termination. Upon your termination, we will, within a reasonable period (not to exceed 5 business days), remove your listings and cease selling your products through the Marketplace.

Termination or Suspension by Us: We may suspend your vendor account or terminate this Agreement at any time with or without prior notice if, in our sole judgment, (a) you are in breach of this Agreement or any applicable law, (b) we have concerns about fraud or misuse of the account, or (c) your actions might cause risk or liability to buyers or to the Company. We will notify you if your account is suspended or terminated, and (where applicable) provide instructions to appeal if you believe the action was in error.

Effect of Termination: Upon any termination of this Agreement, your right to list and sell products via the Marketplace will cease. However, termination will not affect any orders that have already been placed by customers before the termination date. We reserve the right to fulfill and ship any customer orders for your products that were pending as of the termination date, and you will fulfill any outstanding obligations to customers. For digital content, we may continue to maintain copies as needed to support customers who purchased your content prior to termination (e.g. to enable re-downloads or continued access). All licenses granted by you to us shall survive to the extent necessary to allow us to carry out these obligations. Certain provisions of this Agreement that by their nature should survive (such as payment obligations, indemnification, limitations of liability, and licenses for orders placed prior to termination) will remain in effect. Termination of this Agreement does not relieve either party of any liability or obligation accrued prior to termination or limit any rights or remedies available to either party at law.

4. License Grant and Use of Content

By using the Marketplace, you retain ownership of all intellectual property rights to the content and products you create. However, you grant us and our affiliates a non-exclusive, worldwide right and license to use your content and materials as necessary to operate the Marketplace and fulfill orders. This license is granted for the duration of your use of the Marketplace (and thereafter as needed solely for purposes of fulfilling pending orders or customer access, as noted in Section 3) and includes, for example:

  • Reproduction and Distribution: The right to host, cache, copy, and store your digital content on our servers and to print your content on demand (via our third-party print partners) in anticipation of customer demand, and to distribute and sell copies of your content (in digital or physical format) to customers through the Marketplace or via third-party distribution channels. This means we may use print-on-demand services to produce physical copies of your books or merchandise when customers place orders.

  • Formatting and Technical Modifications: The right to reformat or convert your content and materials as needed for technical compatibility and quality (for example, converting a manuscript file into a print-ready format, resizing or adapting images for product displays, or creating composite previews). You acknowledge that we may make such modifications purely to facilitate distribution or improve presentation, and we will not alter the substantive content of your work without your permission.

  • Display and Marketing: The right to display your product listings, descriptions, excerpts, cover images, and any associated graphics or trademarks that you provide to us, on the Marketplace website and in promotional materials. We may use your name, book title, product images, and provided trademarks or logos to advertise, list, and promote your products to customers. We may also permit customers to preview portions of your content (e.g. sample chapters or product images) to help market your products.

  • Sub-license to Fulfillment Partners: The right to allow our contractors, subprocessors, and fulfillment partners (such as third-party printing and production companies) to access and use your content solely for the purpose of manufacturing, packaging, and delivering your products to customers. For example, if you list a paperback book, we may provide your book file to our print-on-demand partner to print and ship copies when ordered. If you list merchandise that incorporates your artwork or designs, we may similarly transmit those designs to our production partner for printing on the physical items.

The above license rights are granted to us on a royalty-free basis for the purposes of fulfilling this Agreement. Apart from these rights, you retain all ownership of and rights in your content, and nothing in this Agreement transfers ownership of your intellectual property to us. We obtain no exclusive rights; you are free to distribute your works through other channels outside our Marketplace (except that you cannot use our trademarks or branding to do so, and you must remove our name or references for distribution elsewhere). If you remove a product from our Marketplace or terminate your account, our license to new distribution ends for that product, but we may retain and use copies as needed to support customers who previously purchased the product, as noted above.

Product Listings: You are responsible for providing us with the digital files and information necessary to list your product (e.g. manuscript files, images, product descriptions, pricing, etc.), at your expense. You should keep backup copies of all materials you submit, as we are not responsible for storing or returning your files. All digital files you provide must be free of viruses or malicious code. We may apply digital rights management (DRM) or other protective measures to digital content at our discretion to prevent unauthorized use, and we may use technical measures (such as geographic restrictions) to ensure compliance with your distribution rights or our policies.

Content Guidelines: You must ensure that all content you submit complies with our content standards and policies and all applicable laws at the time of submission. Content that is unlawful, infringing, defamatory, obscene, or that violates privacy or publicity rights, or our published guidelines, is prohibited. We reserve the right to determine what content is appropriate and to remove or refuse listing any product at our sole discretion. We may request additional information from you to verify that you have the necessary rights to distribute your content or that your content meets our requirements; you agree to promptly cooperate and provide any requested documentation or information in such cases. If you discover that content you have provided is non-compliant or erroneous (for example, it contains material you lack rights to or it requires correction), you must immediately notify us and withdraw or correct the content. You may withdraw your products from the Marketplace at any time by following our procedures (e.g. unpublishing a book), but you acknowledge that withdrawal will not affect customers who have already purchased the product (those customers may still retain access, and we may fulfill any last pending orders as described in Section 3).

5. Pricing, Payments, and Fees

List Price and Pricing Authority: You will provide a list price for each of Your Products you sell on the Marketplace, subject to any pricing policies we may establish. You are responsible for setting prices that take into account any production costs (such as printing or manufacturing costs for physical goods) and our commission. We reserve the right to impose minimum or maximum list price limits or to discount the price to customers (in which case your share may be calculated based on the discounted price; we will not reduce your share due to discounts we initiate without your consent, unless such discount is part of a promotional program you opt into).

Revenue Share (Your Proceeds): For each sale of your product through the Marketplace, you will receive 85% of the net sales proceeds, and we will retain a 15% commission as our fee. Net sales proceeds generally means the amount the customer paid for the product, excluding any shipping charges, sales or use taxes/VAT, and less any production costs or fulfillment fees applicable to that sale. In other words, we operate on an 85/15 split in your favor for products sold on our site. This high share of royalties to you is a key benefit of our Marketplace, in contrast to many platforms. We will facilitate payment processing for customer orders (e.g., via Stripe Connect) such that your portion (85%) is distributed to you, and our portion (15%) is automatically allocated to us at the time of sale.

Production and Fulfillment Costs: If your product is a physical good produced on-demand (e.g. a print book or merchandise), a base production cost will be incurred for each unit (charged by our print/production partner). You are responsible for these production costs, which will either be deducted from the customer payment before calculating your net proceeds or charged against your account. We may, for simplicity, deduct the printing/manufacturing cost from the customer’s payment first; for example, if a book’s list price is $20 and the print cost is $5, the net proceeds would be $15, of which you receive 85% and we receive 15%. Alternatively, we may charge such costs to your account on the back-end. In all cases, you ultimately bear the expense of producing the product, and the 85/15 revenue share is intended to apply to the net after those production expenses. We will be transparent about how these costs are handled in our reporting to you.

Taxes: You are responsible for any taxes or fees associated with the sale of your products, except for taxes we are required by law to collect and remit on your behalf. We will collect sales tax, VAT, or similar taxes from customers as required and handle remittance to tax authorities where applicable. If any such taxes are collected, they will be deducted from the amounts paid by customers and will not be included in the net proceeds for calculating your share. We may require you to provide tax identification information (such as a W-9 or W-8BEN form) as a condition of payment, and we may withhold payments if you fail to provide required tax information or if withholding is required by law.

Payment Terms: We will remit payments of your earnings on a regular schedule (for example, every month) to the bank account or payment method you designate, subject to any minimum payout thresholds or holding periods we establish. (We may, for instance, hold payments for a short period to account for returns, chargebacks, or fraud reviews.) We will provide you an online report or dashboard showing your sales and earnings for each reporting period. All payments will be made in U.S. dollars (USD) unless otherwise stated. If currency conversion is necessary, it will be done at an exchange rate we determine using a reputable financial source, and may include a reasonable conversion fee. You are responsible for any bank fees or receiving charges on your end.

Refunds and Chargebacks: If a customer returns a product or receives a refund or credit for any reason, we may deduct the corresponding amount (including our fees and your portion) from your future payouts or charge the amount back to you. Similarly, if a payment is reversed or charged back by a payment processor, or if we suspect fraudulent activity that results in a reversal, we may withhold the affected amount from your earnings. We reserve the right to offset any amounts you owe us (for returns, refunds, chargebacks, or breaches of this Agreement) against any payments we owe to you. In the event your account has a negative balance, you agree to remit payment to us upon invoice.

Financial Reports and Errors: You must review any payment reports or statements we provide and notify us within a specified time (e.g., 30 days) if you have any concerns or discrepancies. We will investigate in good faith. If we discover an error in payments made to you, we reserve the right to correct such error by adjusting future payments or issuing an invoice for reimbursement, and we will inform you of the adjustment.

6. Customer Information and Privacy

One key distinction of the Life-Changing Wisdom Marketplace is that we share customer contact information (specifically, buyer email addresses) with you, the Vendor, for customers who purchase your products. This enables you to know and engage with your audience directly – a benefit not typically offered on other large marketplaces. However, this sharing of data comes with important responsibilities for you:

  • Use of Customer Data: You may use the customer email addresses and any other personal data we provide to you only for purposes related to fulfilling orders, providing customer support for your product, or marketing and outreach communications that are directly related to your products and brand (for example, adding buyers to your author mailing list, if they have given consent). You must comply with all applicable data protection and privacy laws (such as GDPR, CAN-SPAM, CCPA, etc.) when handling customer personal data. This means, among other things, you should provide customers a clear opportunity to opt out of marketing emails and honor any such opt-out requests promptly. You are strictly prohibited from selling, renting, or disclosing customer information to unrelated third parties, or using it for purposes unrelated to your relationship with that customer.

  • Privacy Policy and Consent: Our Privacy Policy (available on our website) explicitly discloses to customers that their email will be shared with the author or vendor of the product they purchase. By purchasing, customers consent to this information sharing. You agree that you will only email or contact those customers in accordance with what is permitted under our Privacy Policy and applicable law. If a customer withdraws consent or exercises privacy rights (such as requesting deletion of their data), you must promptly comply with such request as required.

  • Data Security: You must keep customer personal data confidential and secure. Implement appropriate technical and organizational measures to protect this information against unauthorized access, loss, or theft. If you become aware of any security breach involving customer data, you must notify us without undue delay and take immediate steps to mitigate the breach.

Keep in mind that while we provide you the ability to build your customer list (a benefit we provide to empower our authors and vendors), Amazon and similar platforms generally do not permit use of customer contact information beyond fulfilling orders. Our approach is more flexible, but it comes with the expectation that you handle the data responsibly. We retain a copy of all customer data and will continue to have the right to use customer data in accordance with our own Privacy Policy and site operations. If we determine that you have misused customer information or violated privacy laws/policies, we may suspend or terminate your account immediately and you may incur legal liability.

7. Third-Party Fulfillment and External Services

7.1 Print-on-Demand Fulfillment Partners

As noted, we utilize third-party print-on-demand and production partners (such as Lulu Direct for books and Printful or similar for merchandise) to fulfill physical product orders. By selling physical products on our Marketplace, you authorize us to transmit your content and product designs to these fulfillment partners as needed to produce and ship the goods to customers. We will handle the integration with these services; however, you acknowledge that the actual printing, manufacturing, and shipping is performed by independent companies. While we will make commercially reasonable efforts to ensure our partners provide quality service, we are not liable for the acts or omissions of third-party fulfillment providers. This includes any printing defects, delivery delays, or other performance issues caused by the fulfillment partner, though we will facilitate communication and problem-solving between you, the customer, and the partner as appropriate.

You should be aware of any specific limitations of our fulfillment partners (for example, available print formats, shipping regions, etc.) and comply with any guidelines they require (such as margin requirements for print files, image resolution, prohibited content on merchandise, etc.). We will provide you with or direct you to any such requirements. We reserve the right to change fulfillment partners or use multiple partners in different regions for logistical efficiency. If we change a fulfillment service that affects your products (for instance, a different print cost or quality), we will notify you of significant changes.

7.2 External (Affiliate) Products and Services

In some cases, the Marketplace may list external coaching programs, courses, or community memberships offered by vetted partners, which are not delivered through our platform but on the partner’s own website or platform. If you are a partner offering such a service (for example, a coaching program that we feature on our site), the following terms apply:

  • Listing and Referral: We will list or showcase your program on our Marketplace, including a description and price that you provide, but when customers click to purchase or join, they will be directed to your external site or a third-party service to complete the transaction. You will handle all payment processing, onboarding, and delivery of the service on your own platform. Essentially, our site serves as a marketing affiliate or referral source for your offering. We will clearly disclose to users that the service is provided by a third-party partner and that it will be delivered outside our platform (for example, we may include a note such as “Delivered by our vetted partner on their platform” on the listing).

  • Referral Fees: If we have agreed on a referral fee or commission for sales generated through our Marketplace, those terms will be specified separately (e.g., in an affiliate agreement or in an appendix to this Agreement). Typically, we might earn a referral fee for any customer we send to you who purchases your program. You agree to track referrals and compensate us as agreed. If instead the arrangement is that you pay us a flat listing fee or no fee, that will be honored according to our mutual agreement. (For clarity, if nothing else is agreed, we may assume a default referral commission similar to industry standard for affiliates, but this will be transparently discussed with you in advance.)

  • Customer Relationship and Liability: Any customer who signs up for your external program through our referral will become your customer directly. You bear full responsibility for the customer relationship, delivery, and satisfaction of that service. The customer’s payment is made to you or your chosen processor, not to us, and any refunds, support issues, or liabilities arising from the service are solely your responsibility. We do not provide any warranties or guarantees to the customer for third-party services, beyond vetting you as a quality partner to the best of our ability. You agree that our Company will not be held liable for any claims arising from the provision of your external service, and you will indemnify us for any costs or claims that might result (per the indemnification clause in Section 9).

  • Compliance and Reputation: Because the quality of external services can reflect on our brand, you represent that you will deliver your coaching or course services with a high standard of quality and professionalism. You must accurately represent your offering in the listing (no false or misleading claims), and you must honor any promises or terms you present to customers. If we receive consistent negative feedback or complaints about your program, we reserve the right to remove or suspend your listing from our Marketplace.

In summary, when it comes to external services, our role is essentially that of an affiliate or advertising platform – we help market your offering to our audience in exchange for a referral benefit, but we do not process the sale nor assume liability for the service itself. We will, however, expect both parties (you and us) to maintain good communication for any referred customers to ensure a smooth user experience.

8. Representations and Warranties by Vendor

You (the Vendor) represent and warrant to us on an ongoing basis that:

  • Authority and Capacity: You have the full right, power, and authority to enter into this Agreement and to perform your obligations hereunder, and doing so will not conflict with or violate any other agreement you are a party to. If you are an entity, the individual accepting this Agreement has the legal authority to bind you. You are a legitimate business or individual in good standing in your jurisdiction, and there are no restrictions (legal or otherwise) that would prevent you from participating in the Marketplace as contemplated by this Agreement.

  • Ownership of Rights: Prior to submitting or listing any content or product through our Marketplace, you have obtained and will maintain all necessary rights, licenses, consents, and permissions to allow us to use, reproduce, distribute, and sell the content or product as permitted in this Agreement. This includes, for example, copyrights, trademark rights, and any third-party permissions for materials incorporated in your content. If your work includes any content (text, images, etc.) created or owned by someone else, you have secured the rights to use and sublicense that content.

  • No Infringement or Illegality: The products you offer and all content you submit (manuscripts, text, images, designs, etc.), and the exercise of the rights granted by you to us under this Agreement, do not and will not infringe or misappropriate the intellectual property, proprietary, or privacy rights of any third party, nor violate any law or regulation. Your content contains no material that is libelous or defamatory toward any person, or that unlawfully invades any person’s right of privacy or publicity. Additionally, your content and products comply with any export control and sanctions laws (i.e., you are not providing content to be distributed in violation of trade sanctions or to prohibited parties).

  • Content Quality and Compliance: All digital files and materials you deliver to us comply with our technical specifications and content guidelines. You will ensure that no viruses, malware, or harmful code are present in any file you upload. You further ensure that your product metadata (title, description, keywords, etc.) and listing information are accurate, not misleading, and updated as needed. If you discover any error or non-compliance in your content or metadata, you will promptly correct or remove it.

  • Payment of Contributors: If any third parties (co-authors, editors, illustrators, etc.) have rights to a share of the revenue from Your Products, you are solely responsible for compensating those parties. We will pay you as the Vendor, and have no obligation to split payments or pay royalties to your contributors. It is your duty to allocate any portions due to others. You guarantee that no other person or entity can claim payment from us for the sale of Your Products.

  • No Harmful Acts: You will not engage in any activities that exploit or undermine the Marketplace, our systems, or other users. This includes refraining from any fraudulent, harmful, or manipulative practices, such as artificially inflating sales or reviews, misrepresenting identity, or any other behavior that violates our policies or the integrity of the platform. You will comply with all applicable laws in your use of the Marketplace and in your marketing and sale of products, including consumer protection laws, privacy laws, and intellectual property laws.

Each of the above representations and warranties is continuous throughout your use of our Marketplace. You must notify us promptly if at any time you discover that you are in breach of any of these warranties. We reserve the right to remove any content or suspend your account if we determine, in our reasonable judgment, that you have breached any of the above warranties or any other term of this Agreement.

9. Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless Life-Changing Wisdom (and our officers, directors, employees, affiliates, agents, and contractors) from and against any and all claims, liabilities, losses, damages, judgments, costs, and expenses (including reasonable attorneys’ fees) that arise out of or are related to: (a) your breach of any term of this Agreement or any of your representations and warranties made herein; (b) your violation of any applicable law or regulation in connection with your activities on the Marketplace; (c) Your Products, including any claims that Your Products (or the sale or use thereof) infringe or misappropriate the intellectual property or other rights of any third party, or are defamatory, obscene, or unlawful; (d) any actual or alleged violation by you of a third party’s rights, including privacy, publicity, or data protection rights, in connection with your use of customer information or otherwise; or (e) your own websites or services, if you are an external partner listing an affiliate product as described in Section 7.2, or your dealings with customers outside of our platform.

This means that if any third party brings a claim against us (or our affiliates or partners) due to something you did – for example, a copyright infringement lawsuit because your book included unlicensed material – then you are financially responsible for all consequences of that claim and will cover our defense and any resulting liabilities. We will promptly notify you of any such claim and, at our discretion, may allow you to control the defense of the claim (with counsel reasonably acceptable to us) provided you are diligently pursuing a defense. However, we reserve the right to participate in the defense with counsel of our own choosing (at our expense) and to approve any settlement that would bind us or impose any obligation on us. You agree not to settle any claim in a manner that involves an admission of wrongdoing by us or imposes non-monetary obligations on us without our prior written consent.

If a claim is made that pertains to an allegation of intellectual property infringement or other serious matter, we may, in addition to other remedies, withhold any payments due to you as security against potential losses, or temporarily remove or disable access to the disputed content, while the claim is pending. This indemnification obligation will survive any termination of this Agreement.

10. Disclaimer of Warranties

THE LIFE-CHANGING WISDOM MARKETPLACE AND ALL SERVICES PROVIDED BY US ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. To the maximum extent permitted by law, we make no representations or warranties of any kind, express or implied, at law or in equity, with respect to the Marketplace services, the technology, or any activities or items provided under this Agreement. This disclaimer includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or that the Marketplace will meet your requirements or be available uninterrupted or error-free. We do not guarantee any particular results from the use of the services or that you will have any minimum level of sales. While we strive for accuracy and reliability, we do not warrant that the Marketplace will be free of errors, hacks, downtime, or that any functions will operate as expected at all times. You understand that the operation of an online marketplace can involve technical or factual errors, bugs, delays, and that we are constantly improving and changing our service.

Furthermore, you acknowledge that we are not your publisher or agent; we are a platform provider. You are solely responsible for the content and quality of Your Products. We make no guarantee that Your Products will be successful or that they will be marketed or promoted in any particular way (beyond making them available on our site and any optional marketing programs you may opt into). Any marketing assistance or promotional features we provide are provided without warranty as to their effectiveness. You also acknowledge that any sales data, analytics, or reports we provide are for your convenience only; while we aim for accuracy, we cannot warrant that these will be error-free or up-to-date at every moment, and we have no liability for mistakes or omissions in those informational tools.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LIFE-CHANGING WISDOM OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, OR EMPLOYEES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE MARKETPLACE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This exclusion applies to any claims for lost profits, lost data, loss of goodwill, business interruption, costs of procuring substitute services, or any other intangible losses. We are not liable for any equitable remedy of disgorgement or any theory of liability arising from your use of the Marketplace or this Agreement, whether based in contract, tort (including negligence), strict liability or otherwise.

Aggregate Cap: In no event will our total liability to you for all claims arising out of or relating to this Agreement exceed the total amount of fees or commissions we actually received from you (or from sales of your products) in the twelve (12) months immediately preceding the event giving rise to the liability. For clarity, because we primarily earn a 15% commission on your sales, our liability cap will essentially be limited to 15% of your sales over the past year, at most. If no fees have been paid or if the claim arises before any sales, the cap shall be $100 USD. This limitation of liability is cumulative and not per-incident; multiple claims will not enlarge this cap.

Scope of Limitations: The limitations of liability and exclusion of damages in this Section 11 apply regardless of the form of action, whether in contract, statute, tort (including negligence) or otherwise, and regardless of whether any limited remedy herein fails of its essential purpose. You acknowledge that this allocation of risk is a fundamental part of the agreement between you and us, and that without such limitations, the economic terms of this Agreement would be significantly different. Some jurisdictions do not allow the exclusion or limitation of certain damages or liabilities, so to that extent, some of the above limitations may not apply to you. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law.

Release: To the extent permitted by law, you release us and our affiliates from any and all claims or liability related to any product liability claims relating to Your Products, any allegations that Your Products failed to comply with applicable law, or any claims arising from your handling of customer data or transactions. If a dispute arises between you and one or more customers or other third parties, you release Life-Changing Wisdom (and our employees and agents) from claims, demands and damages of every kind and nature arising out of or in any way connected with such disputes.

We specifically do not limit or exclude our liability for any matter that cannot be limited by law, including (for example) any liability for personal injury or death caused by our gross negligence or willful misconduct, or for our own breach of this Agreement in cases of gross negligence, or any statutory liability that cannot be waived. However, aside from such required exceptions, the above exclusions and caps apply to the fullest extent allowed by law.

12. General Provisions

Independent Contractors: You and we are independent contracting parties. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, franchisor-franchisee, or employment relationship between us. You have no authority to make or accept any offers or representations on our behalf, and vice versa. Each party is responsible for its own expenses and personnel.

Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of [Insert State/Country], without regard to its conflict of laws principles. You agree that any dispute or claim arising from this Agreement or your use of the Marketplace will be subject to the exclusive jurisdiction and venue of the state or federal courts located in [Insert appropriate jurisdiction]. Notwithstanding the foregoing, we may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent any actual or threatened infringement of our intellectual property or other proprietary rights. (If you are a consumer or individual vendor residing in a jurisdiction that provides you with mandatory consumer protections or dispute resolution rights, nothing in this section is intended to limit those rights; in such cases, you may have the right to bring disputes in your local courts under local law.)

Agreement Changes and Waiver: No modification or amendment to this Agreement by you will be effective unless in writing and signed by both parties (except for updates we make under Section 2). Our failure to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce it later. All waivers by us must be expressly in writing to be effective.

Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. The invalid/unenforceable provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, if possible.

Notices: We will communicate with you regarding the Marketplace and this Agreement through the email address associated with your vendor account, through the vendor dashboard, or via other electronic communications. You must keep your email address current and are deemed to have received any notice we send to that address. Formal legal notices to us should be sent to our business address [insert address], Attn: Legal Department, with a copy to [insert contact email]. Notices will be deemed given (i) when received if personally delivered, (ii) on the delivery date shown by a courier or mail service, or (iii) on the send date for email (provided no bounce or error message is received).

Entire Agreement: This Agreement (including any Service Terms, appendices or policies referenced and incorporated by reference, such as the Program Policies on our site and the Privacy Policy), constitutes the entire agreement between you and us regarding the Marketplace vendor relationship. It supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral, relating to the subject matter herein. In the event of any conflict between this Agreement and any policy or informational page on our website, the terms of this Agreement will control, except where this Agreement expressly defers to the policy.

Headings: Section headings and titles in this Agreement are for convenience only and have no legal or contractual effect.

Assignment: You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. Any attempt to do so without consent will be null and void. We may freely assign or delegate our rights and obligations under this Agreement to any of our affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. This Agreement will be binding on and inure to the benefit of the parties and their respective permitted successors and assigns.

No Third-Party Beneficiaries: This Agreement is for the exclusive benefit of you and us, and (except for indemnitees under the indemnification clause and affiliates as stated) no other person or entity shall have any rights or remedies under this Agreement. Customers are not parties to this Agreement; their purchases are governed by separate terms with us, and your relationship with customers is as described in our policies and this Agreement.

Force Majeure: Neither party will be liable for any delay or failure to perform any obligation under this Agreement (except payment obligations) due to events outside the party’s reasonable control, such as natural disasters, acts of government, war, terrorism, labor disputes, Internet or telecommunications failures, power outages, or other force majeure events. The affected party shall notify the other and use commercially reasonable efforts to resume performance as soon as practicable.

By accepting this Agreement, you acknowledge that you have read and understood all of its terms and conditions. You also acknowledge that this Agreement is similar in nature to the standard participation agreements used by major platforms like Amazon, and that you agree to these terms with a full understanding of the rights you grant and the obligations you undertake. 

Thank you for being a part of Life-Changing Wisdom Marketplace. We look forward to a successful partnership in empowering authors and creators while providing life-changing content to readers and customers around the world.