Vendor Participation Agreement
Welcome to As Seen On TV Vendor Services (the “Services”). Any person who wants to sell items on our site must accept the terms and conditions of this Vendor Agreement without change. BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS VENDOR AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE.
As Seen On TV, Inc. (“As Seen On TV”, “ASTV”, “we”, “us”, and “our”) reserves the right to change any of the terms and conditions contained in this Vendor Agreement or any policies or guidelines governing the site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on this page. All notice of changes to this Vendor Agreement will be posted on this page for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING ASTV’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS VENDOR AGREEMENT, DO NOT CONTINUE TO USE THE VENDOR SERVICES.
Use of the Site and Services is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the Services. To register, you must provide your real name, address, phone number, e-mail address, and valid bank and identification information. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for the Services within such country; (b) you have all requisite right, power and authority to enter into this Vendor Agreement and perform your obligations hereunder; and (c) any information provided or made available by you or your affiliates to ASTV or its affiliates is at all times accurate and complete.
2. Vendors’ Listing Fees and Payment Terms.
Please review the Fee Schedule and Payment Terms on this page. All listing fees are in U.S. dollars unless stated otherwise and are incorporated herein by reference. The Fee Schedule and Payment Terms may vary in the future. The Fee Schedule and Payment Terms in effect on the date of sale of the item shall govern the transaction. You should check the fees and terms each time you participate. All fees, including but not limited to subscription plan fees, are payable upon demand by credit card or bank draft. As Seen On TV reserves the right to negotiate different, mutually-agreed fees and payment terms on a per-vendor basis.
3. Applicable Policies and Guidelines.
You agree to abide by the procedures and guidelines for conducting fixed price sales, which are incorporated by reference into, and made part of, this Vendor Agreement. The procedures and guidelines contained in the Help section explain the processes and set out acceptable conduct and prohibited practices. We may change these procedures and guidelines in the future, and such changes will be effective immediately upon posting without notice to you. You should refer regularly to the Help section to understand the current procedures and guidelines for participating and to be sure that the items you offer for sale can be sold on the Site. For each item you list on the Site, you will provide to us the location from which the item ships. You will provide to us (using the processes and timing that we designate) any requested information regarding shipment, tracking (to the extent available) and order status, and we may make any of this information publicly available. You will not send customers emails concerning shipping confirmation of products you sell (except where permission has been granted through a separate written agreement). Promptly after shipment of a customer’s order (or any portion of the customer’s order), you will accurately inform us that the order has been shipped (and, in the case of a customer order that is shipped in more than one shipment, accurately inform us which portion of the order has been shipped), using our standard functionality for communicating such information when we make that functionality available to you (“Confirmation of Shipment”). If you fail to provide Confirmation of Shipment within the time frame specified by us (e.g., 30 days after the date an order was placed), we may in our sole discretion cancel (and/or direct you to stop and/or cancel) any such transaction, and you will stop and/or cancel any such transaction upon such request by us. You will comply with any instructions from the manufacturer, distributor and/or licensor of a product regarding Street Date for Delivery (which means the date, if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which such product should not be delivered or otherwise made available to customers) or the Street Date for Disclosure (which means the date, if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly).
4. As Seen On TV’s Role.
As Seen On TV provides a platform for consumers to buy products, focused on (but not limited to) products that have appeared on television. Without limitation, you may not list any item or link or post any related material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent. It is your responsibility to accurately describe any items you make available to us to sell. ASTV is the purchaser of your goods for all transactions resulting from inclusion in our site.
5. The Transaction Process
By registering for or using the Services, you are authorizing As Seen On TV, Inc. as a retailer of your goods and affirming that the items and quantities provided are available for immediate shipment. ASTV is the purchaser of your goods for all transactions on our website, will receive and hold Sales Proceeds (as defined below), and remit Vendor Proceeds to your bank account. “Sales Proceeds” means the gross proceeds from any transactions on our site including all shipping and handling, gift wrap and other charges, but exclude any taxes separately stated and charged. “Vendor Proceeds” means the gross Sales Proceeds, minus our agreed selling fee.
a. Vendor Proceeds are credited to a registered Vendor account (as defined in Section 5.1 below), and funds are periodically transferred to the Vendor’s designated bank account. Our obligation to remit funds is limited to funds that we have actually received, less amounts owed to ASTV, subject to chargeback or reversal, or withheld for anticipated claims in accordance with this Vendor Agreement. You must provide us true and accurate information when registering and must maintain and update that information as applicable. We may at any time require you to provide any financial, business or personal information we request to verify your identity. Vendor will not impersonate any person or use a name he or she is not legally authorized to use. Vendor authorizes us to verify his or her information (including any updated information), to obtain credit reports about Vendor in order to approve Vendor’s products for inclusion in our website.
b. Sales Proceeds can be credited only to bank accounts in the United States.
c. The Vendor Management Console is generally available seven (7) days per week, twenty-four (24) hours per day, except for scheduled downtime due to system maintenance. We can initiate payments to Vendor’s Account only on a Business Day when the automated clearinghouses are open for business. For purposes of this Vendor Agreement, a “Business Day” is a Monday through Friday, excluding federal banking holidays. We will inform you of each completed transaction using our standard procedures.
d. All balances for a given period will be reflected in the Vendor Payments summary. Eligible payments are transferred to the Vendor’s account on a bi-monthly cycle on the 1st and 15th business day of the month. An order is considered “payment eligible” 15 days following confirmed delivery date of the order, will be transferred to the Vendor on the next payment cycle (either the 1st or 15th business day of the month immediately following the payment eligibility date). When you either initially provide or later change your bank account information, you must wait 7 days to request a transfer to Vendor’s Account. After 7 days, you may request transfers to Vendor’s Account at any time within the 7-day cycle via the Payment Account summary page. We will initiate a transfer to Vendor’s Account on each Payment Date for the total amount of Vendor Proceeds in connection with our transactions.
e. Transfers to the Vendor’s Account will generally be credited within five Business Days of the date we initiate the transfer. On occasion, we may send Vendor a paper check instead of an electronic credit to Vendor’s Account. We will do so, for instance, if Vendor’s bank will not accept an electronic credit to Vendor’s Account.
f. As a security measure, we may impose transaction limits on some of our customers, and offer customers a means of canceling their orders. ASTV will not be liable to vendor if our customer withdraws from a transaction prior to Vendor’s delivery of the goods ordered.
g. If we reasonably conclude based on information available to us that Vendor’s actions and/or performance in connection with the Services may result in Customer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Services or this Vendor Agreement until the completion of any investigation(s) regarding any Vendor actions and/or performance in connection with this Vendor Agreement. We will not be liable to Vendor if we act in accordance with the provisions of this Section.
h. All notices will be sent by e-mail or will be posted within the Vendor Management Console. We will send notices to Vendor at the e-mail address maintained in our records for Vendor. Vendor will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us. Vendor will send notices to us using the functionality for contacting us within the Vendor Management Console.
i. We may refuse service to anyone for any reason. We will bear the risk of credit card fraud (i.e., fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with our customer transactions, and Vendor will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any of Vendor’s products that are not fulfilled strictly in accordance with the order information and shipping information that we provide you. ASTV reserves the right to seek reimbursement from Vendor if ASTV, in its sole discretion, decide to reimburse Buyer under the terms of the our buyer guarantee, provide a refund to Buyer if Vendor cannot promptly deliver the goods, discover erroneous or duplicate transactions, or receive a chargeback from Buyer’s credit card issuer for the amount of Buyer’s purchase from Vendor. We may obtain reimbursement of any amounts owed by Vendor to ASTV or us by deducting from future payments owed to Vendor, reversing any credits to Vendor’s Account, charging Vendor’s credit card, or seeking such reimbursement from Vendor by any other lawful means. You authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your credit card or bank account.
j. We reserve the right, upon termination of this Vendor Agreement or Vendor’s use of the Services, to set off against any payments to be made to Vendor, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to Buyers in connection with Your Transactions from Vendor’s Account for a prospective three-month period. At the end of such three-month period following termination, we will disburse to Vendor any amount not used to offset chargebacks, refunds, adjustments, or such other amounts paid to Buyers, or seek reimbursement from Vendor via any of the means authorized in Section 5. j. above for any additional amount required to offset chargebacks, refunds, adjustments, or other amounts paid to Buyers, as applicable.
k. Sales Proceeds will be held in an account managed by As Seen On TV, Inc. (“Payout Account”) and will represent an unsecured claim against ASTV. Sales Proceeds are not insured by the Federal Deposit Insurance Corporation. You will not receive interest or any other earnings on any Sales Proceeds. To the extent required by applicable laws, ASTV will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not permit its creditors to attach such funds.
l. If there is no activity (as determined by us) in connection with your Account for the period of time set forth in applicable unclaimed property laws and we hold Sales Proceeds on your behalf, we will notify you by means designated by us and provide you the option of keeping your Payment Account open and maintaining the funds in your Payment Account. If you do not respond to our notice(s) within the time period we specify, we will send the funds in your Payment Account to your state of residency, as determined by us based on the information in your Payment Account. If we are unable to determine your state of residency or your Payment Account is associated with a foreign country, your funds may be sent to the State of Nevada.
m. Customers may return or exchange damaged items, items of the wrong size or color, and incorrect items that did not match the product the customer intended to order, and you agree to receive those returns. ASTV will pay the shipping costs to return the item(s) to you. If the customer requested an exchange, you must bear the cost of sending the replacement item. If you are unable to ship a replacement item, the order will be canceled, the customer will be refunded, and Vendor Proceeds will be revoked. In cases where a customer wishes to return an item for any reason not specified above, ASTV will receive the return at our warehouse, refund the customer at our expense, and you will still receive Vendor proceeds for the sale.
6. Reservation of Rights.
ASTV retains the right to determine the content, appearance, design, functionality and all other aspects of the website and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Vendor not to list, any or all products in our sole discretion. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with this Vendor Agreement) that has been charged for an order that we stop or cancel.
Employees of As Seen On TV, Inc. are permitted to participate in their personal capacity (i.e., not as ASTV employees, representatives, or agents of ASTV) in the transactions conducted through our website (unless they have confidential information about a particular item). Employees of ASTV, when participating in any transaction in their personal capacity, are subject to this Vendor Agreement and the same procedures and guidelines contained in the Help section as any Buyer or Vendor on this Site.
8. Your Transactions
a. All items are “fixed price sales”, and Vendor is obligated to sell the goods at the listed price to ASTV. By listing an item, you represent and warrant to ASTV that you have the right and ability to sell, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive.
b. Vendor will determine the purchase price for each item he or she lists on the Site via and subject to ASTV’s standard functionality for listing the purchase price, provided that Vendor must abide by the same procedures and guidelines contained in the Help section with respect to pricing.
c. Vendor agrees to ship only the specific item(s) ordered by the customer, and to include only those specific item(s) and the ASTV-provided packing slip in the package that is being shipped. VENDORS MAY NOT INCLUDE ANY INSERTS, CUSTOM NOTES, BONUS ITEMS, GIFTS, PROMOTIONAL MATERIAL, PHONE NUMBERS, ANY MARKETING COLLATERAL THAT SUGGESTS OR INCENTS A CUSTOMER TO PURCHASE FROM ANY OTHER WEBSITE, AND ANY INFORMATION THAT IDENTIFIES THE VENDOR OR ANY PARTY OTHER THAN AS SEEN ON TV, INC. ANY VIOLATIONS OF THIS POLICY WILL RESULT IN AN IMMEDIATE REMOVAL FROM OUR VENDOR PROGRAM AND A REVOCATION OF ANY AND ALL UNPAID PROCEEDS.
9. Your Obligation.
By entering into this Vendor Agreement and posting a listing for fixed price sale, you agree to complete the transaction as described by this Vendor Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable. You acknowledge that ASTV is the purchaser in all transactions, and that your customer is ASTV. You acknowledge that customers of ASTV are not customers of Vendor, and agree that you will not solicit, market to, or contact our customers.
10. Vendor Taxes.
ASTV will collect and remit Sales Tax when applicable and remit the correct Sales Tax Proceeds to the appropriate tax authority. You agree that all transactions between ASTV and Vendor are “B2B” and that it is the Vendor’s responsibility to determine whether Vendor Taxes apply to the transactions and to collect, report, and remit the correct Vendor Taxes to the appropriate tax authority.
11. Returns and Refunds.
Subject to Section 5., you will accept exchanges and returns in accordance with this Vendor Agreement and the ASTV return policies published on the site at the time of the applicable order, and we may inform customers that these policies apply to your products.
12. Password Security.
Your password may be used only to access the site, use the Services, electronically sign Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password.
13. Illegal Activity
a. Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant’s password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and ASTV will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
b. Investigation. ASTV has the right, but not the obligation, to monitor any activity and content associated with our website and investigate as we deem appropriate. ASTV also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the site, including listings. ASTV reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.
c. Disclosure of Information. ASTV also reserves the right to report any activity suspected of violating any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect ASTV’s systems and customers, or to ensure the integrity and operation of our business and systems, ASTV may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.
14. Privacy; Use of ASTV Transaction Information.
You will not directly or indirectly disclose, convey or use any order information or other data or information acquired from ASTV as a result of the Vendor Agreement, the transactions contemplated hereby, or the parties’ performance hereunder (collectively, “ASTV Transaction Information”), except you may disclose this information as necessary for you to perform your obligations under this Vendor Agreement, provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information. The terms of this Section 14.b. do not prevent you from using other information that you obtain separately from the ASTV Transaction Information, even if such information is identical to ASTV Transaction Information, provided that you do not target communications on the basis of the intended recipient being an ASTV customer.
15. No Warranties.
THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. ASTV MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
a. THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
b. THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;
c. THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY VENDORS, AVAILABLE FOR SALE AT THE TIME OF FIXED PRICE SALE, LAWFUL TO SELL, OR THAT PRODUCTS WILL PERFORM AS PROMISED;
d. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
e. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF ASTV.
TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ASTV DISCLAIMS ANY AND ALL SUCH WARRANTIES.
16. Indemnity/Limitation of Liability.
a. Indemnity and Defense. You will defend, indemnify and hold harmless ASTV (and our respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Vendor Agreement; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Vendor Taxes or the collection, payment or failure to collect or pay Vendor Taxes. For purposes hereof: “Claim” means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.
b. Limitation of Liability.
ASTV SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE VENDOR AGREEMENT, THE SITE, THE SERVICES, THE TRANSACTION PROCESSING SERVICE, THE INABILITY TO USE THE SERVICES OR THE TRANSACTION PROCESSING SERVICE, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.
17. Applicable Law.
The laws of the state of Nevada govern this Vendor Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the Convention on Contracts for the International Sale of Goods. Each party consents that any dispute or claim relating in any way to this Vendor Agreement or your use of the Services or Transaction Processing Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that you may assert claims in a small claims court in Nevada if your claims qualify and you or we may bring suit in the state or Federal courts in Nevada to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Vendor Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, CSC Services of Nevada, Inc., 2215-B Renaissance Drive, Las Vegas, NV 89119. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, ASTV will not seek attorneys’ fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Each party agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration each party waives any right to a jury trial.
18. Your Grant.
By entering into this Vendor Agreement and listing an item, you grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content you submit to ASTV and its affiliates, and to sublicense the foregoing rights to our affiliates and operators of any website or other online point of presence (other than the Site) through which the site and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so using standard functionality made available to you via the Site or Services); provided further, however, that nothing in this Vendor Agreement will prevent or impair our right to use without your consent the content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights to the content you submit to ASTV and its affiliates, and that the use of such materials by ASTV and its affiliates will not infringe upon or violate the rights of any third party.
ASTV, in its sole discretion, may terminate this Vendor Agreement, access to the Site or the Services, or any current sales immediately without notice for any reason. ASTV, in its sole discretion, also may prohibit any Vendor from listing items on the site.
20. General Provisions
a. Entire Agreement. This Vendor Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the Privacy Notices and Conditions of Use, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
b. No Agency; Third-Party Beneficiary. Subject to the first paragraph of Section 5, you and ASTV are independent contractors and nothing in this Vendor Agreement will create any partnership, joint venture, agency, franchise, or employment relationship between us. Nothing expressed or mentioned in or implied from this Vendor Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Vendor Agreement. This Vendor Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of ASTV and you.
c. Severability. If any provision of this Vendor Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
d. No Waiver. ASTV will not be considered to have waived any of its rights or remedies described in this Vendor Agreement unless the waiver is in writing and signed by the relevant party. No delay or omission by ASTV in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. ASTV’s failure to enforce the strict performance of any provision of this Vendor Agreement will not constitute a waiver of either party’s right to subsequently enforce such provision or any other provisions of this Vendor Agreement.