Legal Agreement – The Shop at Amy's Upcycles

Vendor Agreement

This Vendor Agreement (the “Agreement”), dated as of ____________, is entered into between Amy’s Upcycles, LLC, a Pennsylvania limited liability company trading as The Shop at Amy’s Upcycles, located at P.O. Box 462, Gilbertsville, PA 19525 (“Amy’s Upcycles”), and _________________, a________________, located at ______________ (the “Vendor”).

WHEREAS, Amy’s Upcycles is in the business of providing online sales services to ven-dors of home décor, luxury body care and other home products;

WHEREAS, Vendor sells ___________________ (the “Products”);

WHEREAS, Vendor desires to retain Amy’s Upcycles to provide certain services in con-nection with the online sales of the Vendor’s Products to end-use purchasers (“Buyers”).

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Amy’s Upcycles’ Services and Responsibilities.

1.1. Services. Except as otherwise agreed in writing, Amy’s Upcycles shall perform the following services, and only the following services (the “Services”) on behalf of Ven-dor:

(a) Create a page (the “Page”) on the Amy’s Upcycles web site (the “Web Site”), which only Vendor and Amy’s Upcycles can access, and work with Vendor to de-velop approved background and artwork for the Page.

(b) Enable Vendor to post for sale on the Page, within 3 days after Vendor’s submission of Product photos, details and pricing for any Product, such of Vendor’s Prod-ucts as Amy’s Upcycles, in its sole discretion, deems suitable for sale on the Web Site in accordance with the Product Guidelines set forth in Schedule A at such price(s) as Vendor agrees. See attached Schedule A for Amy’s Upcycles’ Product Guidelines.

(d) Except as set forth in 1.1 (b) above, present Vendor’s Product photography on the Page on such backgrounds and with such artwork as Amy’s Upcycles deems appro-priate to uphold a cohesive brand for the Web Site.

(e) Receive and process payment for Products sold on the Web Site.

(f) Through PayPal, remit to Vendor on a bi-weekly basis, less Vendor’s Fees (hereinafter defined), payment for all paid sales of Vendor Products made during the prior two weeks.

1.2. Privacy Policy. The parties incorporate herein by reference the Privacy Policy attached hereto as Schedule B. Amy’s Upcycles reserves the right to amend the Privacy Policy at any time upon written notice to its vendors.

1.3. No Exclusivity. Amy’s Upcycles retains the right to perform the same or similar type of services for other vendors, including vendors who may be in competition with Vendor.

1.4. Restrictions on Expenditures. Amy’s Upcycles shall not incur any cost or make any expenditure on Vendor’s behalf without Vendor’s prior written approval.

2.Vendor Obligations and Responsibilities.

2.1. Vendor shall:

(a) Provide Amy’s Upcycles with complete, fair and accurate Product depic-tions and descriptions, and not engage in any false advertising.

(b) Sell through the Web Site only Products that are merchantable and free from defective conditions.

(c) Maintain price consistency between Products sold on the Web Site and the same or similar products sold on Vendor’s own web site, if any, and, more specifically, not sell the same or similar products at prices lower than the sale price of Products posted for sale on the Web Site.

(d) Sell the approved Products or Product bundles exclusively on the Web Site, and not through any other channels.

(e) During the term of this Agreement, utilize Amy’s Upcycles’ promotional materials and logos and no others, except as Amy’s Upcycles may approve in writing. Vendor shall cease utilizing such promotional materials and logos upon termination of this Agreement.

(f) Maintain all Products in sufficient quantities to meet anticipated demand, and notify Amy’s Upcycles within 24 hours if it becomes unable to meet anticipated de-mand.

(g) Ship all Product orders within three business days of purchase, or, if any Products are on back-order, communicate delivery timelines to the Buyer prior to check-out.

(h) Respond promptly to any Amy’s Upcycles request to provide direction, in-formation, approvals, authorizations, or decisions that are reasonably necessary for Amy’s Upcycles to perform the Services in accordance with this Agreement.

(i) Respond to all Buyer communications within 48 hours.

(j) Accept Product returns and promptly issue full refunds, through Amy’s Up-cycles’ PayPal account, for all defective or damaged Products, except Products damaged by the Buyer.

(k) Develop and abide by policies for customer service and shipping, and for the return of undamaged Products, which shall be subject to approval by Amy’s Upcycles, and which shall be posted on Vendor’s checkout screen.

(l) Provide and maintain in force throughout the Term of this Agreement a cer-tificate of product liability insurance, in form satisfactory to Amy’s Upcycles, naming Amy’s Upcycles as an additional insured, and immediately notify Amy’s Upcycles in writing of any change in or cancellation of said insurance coverage.

2.2. Vendor shall not:

(a) Submit to Amy’s Upcycles for posting or sale any third-party copyrighted materials or photographs, or Products containing copyrighted materials, or any other con-tent or Products which Vendor does not have the full legal right or license to publish or sell.

(b) Submit to Amy’s Upcycles for posting or sale any materials or photographs containing potentially offensive content, or any potentially offensive Products. For purpos-es of this subsection, potentially offensive content or Products includes content or Prod-ucts that are or may be considered to be political, obscene or pornographic, or offensive on the basis of race, religion, national origin, gender, sexuality or sexual identification.

(c) Sell or otherwise transmit to any third party any information regarding per-sons or entities who buy any Product through the Web Site.

3.Intellectual Property Rights; Ownership.

3.1. License to Certain Vendor Intellectual Property.

(a) Subject to and in accordance with the terms and conditions of this Agree-ment, Vendor grants Amy’s Upcycles a limited, non-exclusive, license during the Term to use, solely in connection with the Services: (i) Vendor’s trademarks and intellectual proper-ty (ii) Vendor’s website addresses, websites, and URL’s; and (iii) any trademarks and other intellectual property created by the Amy’s Upcycles on Vendor’s behalf as part of the Ser-vices.

(b) Vendor grants no other right or license to any Vendor Intellectual Property to Amy’s Upcycles by implication, estoppel, or otherwise. Amy’s Upcycles acknowledges that Vendor owns all right, title, and interest in, to and under all Vendor intellectual prop-erty and that Amy’s Upcycles shall not acquire any proprietary rights therein. Any use by Amy’s Upcycles of any of Vendor’s trademarks and all goodwill associated therewith shall inure to the benefit of Vendor.

3.2. Amy’s Upcycles’ Web Site and Intellectual Property.

(a) Nothing in this Agreement shall be construed to provide Vendor with any ownership right or license to the Web Site or to any Amy’s Upcycle trademarks or other in-tellectual property.

4.Fees and Expenses; Payment Obligations.

4.1. Fees and Expenses.

(a) In consideration of the provision of the Services and the rights granted to Vendor under this Agreement, Vendor shall pay Amy’s Upcycles a fee equal to twenty per-cent (20%) of the gross sale price for all Products sold through the Web Site (the “Fees”);

(b) Vendor authorizes Amy’s Upcycles to deduct the Fees from sales proceeds due to Vendor.

(c) Payment to Amy’s Upcycles of the Fees shall constitute payment in full for the performance of the Services, and Vendor shall not be responsible for paying any other fees, costs, or expenses.

4.2. Taxes. All amounts payable to Vendor under this Agreement are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind im-posed by any governmental authority on such amounts. Vendor shall be responsible to pay any taxes imposed on, or with respect to, Vendor’s income, revenues, gross receipts, per-sonnel, or real or personal property, or other assets.

4.3. Payment or Fee Disputes. Vendor shall notify Amy’s Upcycles in writing of any payment or fee dispute within 30 days from the date of the disputed payment or non-payment. Vendor will be deemed to have accepted all payments and Fees for which Amy’s Upcycles does not receive timely notification of dispute. The parties shall seek to resolve all such disputes expeditiously and in good faith.

5.Representations, Warranties, and Certain Covenants.

5.1. Mutual Representations, Warranties, and Covenants. Each party represents, warrants, and covenants to the other that:

(a) it is a legal entity duly organized, validly existing, and in good standing in the jurisdiction of its organization;

(b) it is duly qualified to do business and is in good standing in every jurisdic-tion in which such qualification is required for purposes of this Agreement;

(c) it has the full right and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement.

5.2. Amy’s Upcycles Representations, Warranties, and Covenants. Amy’s Upcycles represents, warrants, and covenants to Vendor that:

(a) it has, and shall maintain in full force and effect during the term of this Agreement, all necessary licenses, permits, consents, and authorizations as may be neces-sary in order to advertise and sell the Products; and

(b) to the knowledge of Amy’s Upcycles, none of the Services will infringe any intellectual property of any third party arising under the Laws of the United States, and, as of the date hereof, there are no pending or, to Amy’s Upcycles’ knowledge, threatened claims, litigation, or other proceedings pending against Amy’s Upcycles by any third party based on an alleged violation of such intellectual property, in each case, excluding any in-fringement or claim, litigation or other proceedings to the extent arising out of any Vendor materials or any instruction, information, designs, specifications, or other materials provid-ed by Vendor to Amy’s Upcycles.

5.3. Vendor Representations, Warranties, and Covenants. Vendor represents, war-rants, and covenants to Amy’s Upcycles that:

(a) it has and shall maintain throughout the Term, all rights, licenses, and con-sents required in connection with the Campaign, including any such right or licenses re-quired to lawfully use, and to authorize Amy’s Upcycles to use, any intellectual property utilized or incorporated in its Products (“Vendor Intellectual Property”) or any Vendor materials provided to Amy’s Upcycles for use in connection with the sale of the Products.

(b) It owns or has an unrestricted, transferrable license to use all photography, artwork and other creative materials it submits for posting on the Web Site.

5.4. NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRAN-TIES CONTAINED IN THIS AGREEMENT (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WAR-RANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 OF THIS AGREEMENT.

6.Indemnification.

6.1. Vendor Indemnification Obligations. Vendor shall defend, indemnify, and hold harmless Amy’s Upcycles, and its officers, directors, employees, agents, Affiliates, succes-sors, and permitted assigns (collectively, “Amy’s Upcycles Indemnified Party”), from and against any and all Losses arising out of or resulting from any third-party Claim or di-rect Claim alleging:

(a) Material breach by Vendor or its Personnel of any representation, warranty, covenant, or other obligations set forth in this Agreement;

(b) negligence or more culpable act or omission of Vendor or its Personnel (in-cluding any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; and

(c) that any Vendor materials or Vendor Intellectual Property or Amy’s Up-cycles’s receipt or use thereof in accordance with the terms of this Agreement infringes any intellectual property of a third party.

6.2. Amy’s Upcycles’ Indemnification Obligations. Amy’s Upcycles shall defend, indemnify, and hold harmless Vendor, and its officers, directors, employees, agents, [affili-ates/Affiliates], successors, and permitted assigns (collectively, “Vendor Indemnified Party”), from and against any and all Losses, arising out or resulting from any third-party Claim [or direct Claim] alleging:

(a) material breach by Amy’s Upcycles or its Personnel of any obligations set forth in this Agreement;

(b) negligence or more culpable act or omission of Amy’s Upcycles Indemnify-ing Party or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement;

(c) that any of the Services or Deliverables or Vendor’s receipt or use thereof infringes any Intellectual Property of a third party.

6.3. Exceptions and Limitations on Indemnification.

(a) Notwithstanding anything to the contrary in this Agreement, neither party is obligated to indemnify or defend the other party or any of its Representatives against any Losses arising out of or resulting, in whole or in part, from the other party’s:

(i) willful acts or omissions; or

(ii) bad faith failure to materially comply with any of its material obligations set forth in this Agreement.

(b) Notwithstanding anything to the contrary in this Agreement, Amy’s Up-cycles shall have no obligations to indemnify or defend Vendor or any of its Representa-tives against any Losses arising out of or resulting, in whole or in part, from infringement claims relating to any Vendor Intellectual Property or Vendor materials or any instruction, information, designs, specifications, or other materials provided by Vendor in writing to Amy’s Upcycles.

6.4. Indemnification Procedures. A party seeking indemnification under this Section 7 (the “Indemnified Party”) shall give the party from whom indemnification is sought (the “Indemnifying Party”): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (b) reasonable cooperation[, at the Indemnifying Party’s expense,] in the defense of such claim. The Indemnifying Party shall have the right to control the de-fense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party’s rights or interest. The Indemni-fied Party shall have the right to participate in the defense at its own expense.

6.5. EXCLUSIVE REMEDY. THIS SECTION 6 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY FOR ANY DAMAGES COVERED BY THIS SECTION 7.

7.Limitation of Liability.

7.1. NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT WITH RESPECT TO THE PARTIES’ LIABILITY FOR INDEMNIFICA-TION OR LIABILITY FOR BREACH OF CONFIDENTIALITY OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPER-TY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF IN-FORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2. MAXIMUM LIABILITY. EXCEPT WITH RESPECT TO THE PARTIES’ [LIABILITY FOR INDEMNIFICATION OR LIABILITY FOR BREACH OF CONFI-DENTIALITY OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEG-LIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID BY EITHER PARRTY TO THE OTHER IN THE 12 MONTHS PRIOR TO THE ALLEGED BREACH.

8.Confidentiality. From time to time during the Term, either party (as the “Disclosing Par-ty”) may disclose or make available to the other party (as the “Receiving Party”) infor-mation about its business affairs and services, confidential information and materials com-prising or relating to Intellectual Property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Infor-mation”). Confidential Information does not include information that, at the time of disclo-sure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 9 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to be-ing disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclos-ing Party’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Law. The Receiving Party shall, for five years from disclosure of such Confidential Infor-mation: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable de-gree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any Person, except to the Receiving Party’s Representatives who need to know the Confidential Infor-mation to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Section 8 caused by any of its Representatives. At any time during or after the Term, at the Disclosing Party’s written request], the Receiving Party and its Representatives shall, pursuant to Section 10.4, promptly destroy all Confidential Information and copies thereof that it has received under this Agreement.

9.Term; Termination.

9.1. Term. The term of this Agreement commences on the date of this Agreement, and shall continue until terminated (the “Term”).

9.2. Termination. Either party may terminate this Agreement at any time and for any reason, provided, however:

(a) That Amy’s Upcycles shall remove all of Vendor’s Product postings from the Web Site within 48 hours after termination;

(b) that Vendor must fulfill all Purchases completed by Buyers within 48 hours after termination; and

(c) Amy’s Upcycles shall receive and process payment to Vendor, pursuant to section 1 above, for all Purchases of Products both before and after termination.

9.3. Effect of Expiration or Termination.

(a) Expiration or termination of this Agreement will not affect any rights or ob-ligations that:

(i) are to survive the expiration or earlier termination of this Agreement; and

(ii) were incurred by the parties prior to such expiration or earlier termina-tion.

(b) Upon the expiration or termination of this Agreement for any reason, each party shall promptly:

(i) destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other party’s Confidential Information;

(ii) permanently erase all of the other party’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its dis-aster recovery or information technology backup systems, which it shall destroy upon the normal expiration of its backup files; and

(iii) certify in writing to the other party that it has complied with the re-quirements of this clause.

(c) The party terminating this Agreement, or in the case of the expiration of this Agreement, each party, shall not be liable to the other party for any damage of any kind (whether direct or indirect) incurred by the other party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating party’s rights or remedies/either party’s rights, remedies, or defenses under this Agreement, at law, in equity or otherwise.

(d) Each party agrees that in the event of termination, neither party shall pub-licly or on any social media disparage the services or products of the other.

10.Miscellaneous.

10.1. Further Assurances. Upon a party’s reasonable request, the other party shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.

10.2. Entire Agreement. This Agreement, including the related schedules attached hereto, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous under-standings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

10.3. Survival. Subject to the limitations and other provisions of this Agreement, all representations and warranties in this Agreement shall survive the expiration or earlier ter-mination of this Agreement for a period of two years. No lawsuit or other action based up-on or arising in any way out of this Agreement may be brought by either party after the ex-piration of the applicable survival period; provided, however, that any claims asserted in good faith with reasonable specificity and in writing by Notice prior to the expiration of the applicable survival period are not thereafter barred by the expiration of the relevant period, and such claims survive until finally resolved.

10.4. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the par-ties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized over-night courier (with all fees pre-paid), facsimile [or email] (with confirmation of transmis-sion), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 10.4.

10.5. Severability. If any term or provision of this Agreement is invalid, illegal, or un-enforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; provided, however, that if any fundamental term or provision of this Agreement (including without limitation Sections 1, 2 and 5.3 (b)), is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unen-forceable. Upon a determination that any term or provision is invalid, illegal, or unenforce-able, the court may modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

10.6. Amendment and Modification. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized Representative of each party.

10.7. Waiver.

(a) No waiver under this Agreement is effective unless it is in writing, identi-fied as a waiver to this Agreement and signed by an authorized Representative of the party waiving its right.

(b) Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion.

(c) None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement:

(i) any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Agreement; or

(ii) any act, omission, or course of dealing between the parties.

10.8. No Third-Party Beneficiaries.

(a) Except as set forth in section 10.12 below, this Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or eq-uitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

(b) The parties hereby designate the Vendor Indemnified Parties and Amy’s Upcycles Indemnified Parties as third-party beneficiaries of Section 6 of this Agreement having the right to enforce Section 6.

10.9. Choice of Law. This Agreement, including all documents and exhibits, sched-ules, attachments, and appendices attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, shall be governed by, and construed in accord-ance with, the Laws of the Commonwealth of Pennsylvania, United States of America without giving effect to any conflict of laws provisions thereof.

10.10. Choice of Forum. Each party irrevocably and unconditionally agrees that all ac-tions arising out of this Agreement shall be brought exclusively in the Court of Common Pleas of Montgomery County, Pennsylvania or the United States District Court for the Eastern District of Pennsylvania.

10.11. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in ful-filling or performing any term of this Agreement [(except for any obligations to make pay-ments to the other party hereunder), when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, la-bor stoppages or slowdowns or other industrial disturbances; (i) epidemic, pandemic or government shutdown of business; or (j) other [similar] events beyond the reasonable con-trol of the party impacted by the Force Majeure Event (the “Impacted Party”). The Im-pacted Party shall give notice [within 3 days] of the Force Majeure Event to the other par-ty, stating the period of time the occurrence is expected to continue.

10.12. Relationship of Parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relation-ship between the parties. Amy’s Upcycles is an independent contractor pursuant to this Agreement. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.

10.13. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agree-ment. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

AMY’S UPCYCLES, LLC

By: _____________________

Amy Konop,

Title:Managing Member

[VENDOR NAME]

By_____________________

Name:

Title: