Custom Storefront Terms of Service

Effective Date: July 24, 2025

Provi Custom Storefront Terms and Conditions

By signing an Order (as defined below) or by using any of the Offerings (as defined below), you agree to be bound by the following terms and conditions (the “Terms of Service”).

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BY ENTERING INTO THESE TERMS OF SERVICE WITH PROVI, YOU AGREE TO COMPLY WITH APPLICABLE LOCAL LAWS AND GUIDELINES.

SECTION 13 (GOVERNING LAW & DISPUTE RESOLUTION) OF THE TERMS OF SERVICE CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, AND SETS FORTH OUR ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. PLEASE SEE SECTION 13 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT.

1. DEFINITIONS

2. ACCESS AND USE

1. Subject to the terms and conditions of this Terms of Service (including receipt of applicable fees) and each applicable Order, Provi shall provide Distributor with the Offerings for the purpose of enabling the sale of products by Distributor to its retail customers. Provi grants to Distributor a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Storefront and receive the Services during the Term of this Terms of Service. Distributor will be solely responsible for all acts and omissions of its personnel, employees, consultants, contractors, subcontractors, agents or affiliates, related to the access or use of the Offerings including without limitation, breach of the terms of this Terms of Service or their usage of Customer Data.
2. For Customer orders placed on Storefronts and/or the Provi Platform with Distributors, Distributor shall be responsible for verifying the accuracy of all order and retailer information, for the fulfillment of all such orders, and for ensuring that all such orders comply with applicable laws. Distributor acknowledges and agrees it is the seller of records for all items it sells through the Storefront and Provi has no responsibility for the items sold to Customers through the Storefront or Provi Platform. Distributor is solely responsible for the goods or services that it may sell through the Storefront or Provi Platform, including but not limited to, description, price, fees, taxes, defects, required legal disclosures, regulatory compliance, offers or promotional content.
3. Distributor shall be responsible for obtaining and maintaining all telecommunications, broadband, computer equipment, security, and services/equipment needed to access and use the Offerings and for paying all charges related thereto.
4. Distributor shall be solely responsible for the actions and performance of any third-party applications that it integrates with its Storefront.
5. Except where prohibited in these Terms of Service or by applicable law, Provi reserves the right to modify the Offerings or any part thereof for any reason, without notice and at any time.
6. Distributor will not, with respect to any Offering: (1) alter, translate and/or create derivative works of or otherwise modify an Offering without Provi’s written permission; (2) sublicense, distribute or otherwise transfer an Offering to any third party; (3) allow third parties to access or use an Offering; (4) create public Internet “links” to an Offering or “frame” or “mirror” any Offering content on any other server or wireless or internet-based device; (5) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code (if any) for an Offering, circumvent its functions, or attempt to gain unauthorized access to an Offering or its related systems or networks; (6) remove or alter any notice of proprietary right appearing on an Offering; or (7) cause, encourage or assist any third party to do any of the foregoing. Distributor agrees to use an Offering in accordance with all Laws directly applicable to Distributor.
7. Distributor shall access Customer Data through a designated portal provided by Provi. Distributor shall ensure that login credentials are secure and shall not share such credentials with any third party. Distributor shall immediately notify Provi of any suspected or actual unauthorized access or use of Distributor’s user accounts or passwords for an Offering. Distributor will take all steps reasonably necessary to terminate the unauthorized use and shall cooperate and assist with any actions taken by Provi to prevent or terminate unauthorized use of the Offerings or Customer Data. Provi does not guarantee uninterrupted availability of the Provi portal and shall not be liable for any Losses arising from or related to portal downtime.
8. The Offerings will commence and be made available on a mutually agreed upon date.
9. Although Provi has no obligation to monitor Distributor’s use of the Offerings, Provi may do so and may prohibit, remove, or suspend any use of the Offerings it reasonably believes to be in violation of this Terms of Service, applicable Law, or Provi’s policies.

3. DATA USE AND RESTRICTIONS

1. Provi shall collect and process Customer Data for the benefit of Provi and Distributor as part of the Services. Distributor agrees to use Customer Data that it receives (a) solely for its own lawful internal business purposes, (b) in compliance with Provi’s Privacy Policy posted on the Storefront site as updated from time to time (“Provi Privacy Policy”) and in compliance with Distributor Privacy Policy posted on the Storefront, (c) in compliance with all applicable Laws, including without limitation those relating to the privacy and use of Customer Data, the Telephone Consumer Protection Act, and if applicable, the California Consumer Privacy Act (“CCPA”) (providing the same level of privacy protection required of businesses by the CCPA), (d) shall not disclose, distribute, or otherwise make such data available to any third party, (e) shall not use such data to develop, support, or operate a product or service competitive to Provi, and (f) shall not use Provi’s name or logo in any outreach to Customer’s unless approved in writing by Provi first. Customer Data is only made available to Distributor for the limited and specified purposes in this Section 3(a), and it can only be used by Distributor for these purposes. Provi can take reasonable and appropriate steps to: confirm that Distributor uses Customer Data in a manner consistent with applicable Laws and these Terms of Service; and to stop and remediate unauthorized uses. Distributor shall not collect or process payment information through the Offerings or any other personal information beyond that which is collected by Provi through the Storefront or Offerings, without prior written approval from Provi. Distributor shall inform Provi if it determines that it can no longer comply with its obligations under applicable Laws for Customer Data.
2. Provi will make available to Distributor the ability to post and hyperlink on the Storefront webpages and Distributor shall post and maintain on the Storefront an applicable privacy policy that clearly and accurately outlines its practices and procedures regarding the collection, use, storage, and handling of Customer Data (“Distributor Privacy Policy”). Distributor is responsible for ensuring that the Distributor Privacy Policy complies with applicable Laws.
3. Provi will provide hyperlinks on the Storefront webpages to customer terms and conditions which will inform Customers regarding the terms of use of the Storefront (“Customer Terms and Conditions”). Distributor may provide requested edits or modifications to the Customer Terms and Conditions and is responsible for ensuring that the Customer Terms and Conditions comply with applicable Law.

4. CONFIDENTIALITY

1. In connection with this Terms of Service, a Party may receive Confidential Information (“Receiving Party”) of the other Party (“Disclosing Party”). Confidential Information means all non-public information in any form and regardless of the method of acquisitions including, without limitation, non-public information regarding features, functionality, and performance of the Offerings, Customer Data, software, technology, trade secrets, know-how, business operations, plans, strategies, customers, research, developments, inventions, processes, formulas, designs, drawings, engineering, hardware configuration, marketing, finances, pricing, or other information that should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and/or circumstances surrounding the disclosure. The terms of this Terms of Service and Order, including its fee and expense structure, are Confidential Information of both Parties.
2. The Receiving Party agrees: (i) to take commercially reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance/using of the Offerings or as otherwise permitted herein) or divulge to any third person any such Confidential Information of the Disclosing Party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) is required to be disclosed by law.
3. If the Receiving Party becomes legally compelled to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall (to the extent not prohibited by law) provide: (a) prompt written notice of such requirement to the Disclosing Party so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (b) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential Information which the Receiving Party is legally required to disclose on the advice of its counsel.
4. Upon Disclosing Party’s written request, the Receiving Party shall use commercially reasonable efforts to destroy the Confidential Information and any copies or extracts thereof. However, the Receiving Party may retain any Confidential Information that they are required to keep by applicable law, professional standards, a court, or regulatory agency. Upon Disclosing Party’s request, the Receiving Party will provide the Disclosing Party with written confirmation of destruction in compliance with this provision. Each Party acknowledges that a breach of this Section 4 may cause the other Party irreparable injury and damage. Therefore, each Party agrees that those breaches may be stopped through injunctive proceedings in addition to any other rights and remedies which may be available to the injured Party at law or in equity without the posting of a bond.

5. INTELLECTUAL PROPERTY

1. The Storefront is licensed, not sold. All intellectual property related to the Offerings, including but not limited to software, technology, applications, features, functionality, inventions, data (including Customer Data), documentation, and analytics, including all improvements, enhancements or modifications, translations and derivative works thereto, shall remain the sole and exclusive property of Provi (“Provi IP”). To the extent Distributor obtains any right, title, or interest in or to any Provi IP, Distributor hereby assigns to Provi all right, title, and interest in and to such Provi IP. Distributor shall not alter or modify Provi IP without the express written consent of Provi.
2. Each Party will be solely responsible for taking such actions as it deems reasonably appropriate to obtain any trademark, service mark or copyright protection for its respective trademarks and other intellectual property rights, including, whether registered or unregistered, trademarks, copyrights, patents, and trade secrets (each Party’s, “Intellectual Property”). Each Party’s use or reference to the Intellectual Property of the other Party shall inure to the benefit of its respective owner, and all rights with respect to the Intellectual Property not specifically granted in this Terms of Service shall be and are hereby reserved to the respective owner. Each Party acknowledges that the other is the exclusive owner of its Intellectual Property (or the rightful licensee, as applicable, with respect to any third-party intellectual property) and also acknowledges the validity and registration of the other Party’s rights in its Intellectual Property.
3. Distributor may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to Provi with respect to the Offerings. Provi will have full discretion to determine whether or not to use the Feedback, and will have the full, unencumbered right to copy, distribute, transmit, display, perform, create derivative works of, use and otherwise fully exploit the Feedback in connection with its products and services without any compensation or attribution to Distributor. Distributor hereby assigns to Provi all right, title, and interest in and to such Feedback, and Provi is free to use the feedback without payment or restriction.

6. EXCLUSIVITY

In addition to the Storefront, Distributor agrees to provide the same information and product availability on the Provi Platform. Distributor agrees that throughout the Term, it will use the Provi Platform and Storefront as its exclusive online ordering platform and marketplace for the sale of beverage products. The Storefront shall be powered by and identical to the offerings made available by Distributor on the Provi Platform.

7. PAYMENT/FEES

1. Distributor will pay Provi the fees described in the Order for the Offerings. If Distributor believes that Provi has billed Distributor incorrectly, Distributor must contact Provi no later than 60 days after the closing date on the billing statement in which the error or problem appeared. Inquiries should be directed to Provi’s customer support department at support@provi.com.
2. Without waiving any of our other rights or remedies, Provi may refuse additional orders and suspend any Offerings until all overdue amounts are paid in full. In the event Distributor fails to make full payment within sixty (60) of the due date, Provi shall have the right to charge a late fee in the amount of the lesser of either 1.5% of the current charges per month or the maximum lawful rate under applicable state law. Late fees shall accrue from the due date. Distributor shall pay any amounts incurred by Provi in the collection of past due amounts owed including, but not limited to, reasonable attorneys’ fees and costs.

8. TERMINATION

1. In addition to any other remedies it may have and unless otherwise stated in the applicable SOW, either Party may terminate this Terms of Service upon thirty (30) days written notice, if the other Party materially breaches any of the terms or conditions of this Terms of Service and fails to cure such breach within thirty (30) days. Provi may terminate this Terms of Service: (1) for convenience upon ninety (90) days prior written notice to Distributor or (2) in whole or part without penalty, upon reasonable notice in light of the circumstances, in the event of a material adverse change in law that affects Provi’s financial or legal ability to provide the Offerings hereunder.
2. Upon termination of this Terms of Service (1) all of Distributor’s access and use rights granted in this Terms of Service will immediately terminate; (2) Distributor must promptly cease use of all Offerings; and (3) each Party shall destroy the other Party’s Confidential Information within 30 days.
3. Survival. The provisions of Sections 1-5,7, 8, 10-12 hereof, as well as any other sections that by their nature should extend beyond the term of this Terms of Service, shall survive the termination or expiration of this Terms of Service.

9. WARRANTIES AND DISCLAIMER

1. Provi warrants to Distributor that it will perform all Services in a professional and workmanlike manner consistent with generally accepted industry standards. The express warranties do not apply if the applicable Offering (1) has been modified by anyone other than Provi, or (2) has not been installed, used, or maintained in accordance with this Terms of Service or Provi materials. The Offerings may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Provi or by third-party providers, or because of other causes beyond Provi’s reasonable control, but Provi shall use commercially reasonable efforts to provide reasonable advance notice in writing or by e-mail to Distributor of any scheduled service disruption, including but not limited to 72 hours prior notice to Distributor before scheduled downtime.
2. Each Party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Terms of Service and that its performance of its obligations under this Terms of Service will not result in a breach of any obligation to any third party.
3. EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROVI PROVIDES THE OFFERINGS “AS IS” AND MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH REGARD TO THE OFFERINGS, AND DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS. PROVI DOES NOT WARRANT THAT THE OFFERINGS WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED BY DISTRIBUTOR FROM USE OF THE OFFERINGS.

10. REGULATED PRODUCTS

1. Distributor represents and warrants (i) that the information it provides Provi, including information related to retailers and products, will be complete and accurate and that such retailers will hold and maintain in good standing all applicable licenses required for the sale of Regulated Products it provides and that such Regulated Products will comply with all applicable Laws; (ii) as between the Parties, it is solely responsible for tagging and identifying all applicable products as Regulated Products so that such products can be properly designated as such on the Storefront, and (iii) it shall promptly inform Provi of any regulatory or governmental inquiry or legal change in status that could reasonably jeopardize Distributor’s legal ability to make available Regulated Products on the Storefront or otherwise perform its obligations under this Terms of Service. Distributor further represents and warrants that it is responsible for compliance related to the activities and any sales of Regulated Products made available on the Storefront and that it currently complies with and will continue to comply with all applicable Laws. Distributor acknowledges that Provi agrees to place Regulated Products on the Storefront based on and in reliance of these representations and warranties.
2. In addition to the indemnities set forth in Section 11 below, Distributor will defend, indemnify, pay, and hold harmless Provi and its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, and agents (“Provi Indemnified Parties”) from and against any claims arising from the breach of any representations or warranties made under this Section 10. Notwithstanding the foregoing, Distributor assumes all responsibility for, shall bear all liabilities and expenses and shall indemnify and hold Provi Indemnified Parties harmless from all damages caused by any act or omission by Distributor or its agents, contractors, retailers or employees including injury (whether to body, property, personal or business character or reputation) sustained by any person or to any person or to any property which may result from the placement of such Regulated Products on the Storefront. The parties further recognize and agree that limitations of liability set forth in Section 11 of this Terms of Service shall not apply Distributor’s indemnification obligations set forth in this Section 10.

11. INDEMNIFICATION AND LIMITATION OF LIABILITY

1. Each party (“Indemnifying Party”) will at its own expense indemnify, defend, and hold harmless the other party and the other party’s directors, officers, shareholders, employees, agents, and agencies (each an “Indemnified Party”) from and against all third party claims, liabilities, loss, cost, damage, or expense, including reasonable attorneys’ fees (“Claims”), to the extent arising out of or related to: (1) any breach or alleged breach of any warranties and representations or covenants under this Terms of Service by the Indemnifying Party or its employees, agents, contractors, or subcontractors; (2) the gross negligence or willful act or omission of the Indemnifying Party or its employees, agents, contractors, or subcontractors (including any reckless misconduct) in connection with the performance of this Terms of Service; (3) any bodily injury (including death) or damage to tangible or real property to the extent caused by the Indemnifying Party or its employees, agents, contractors, or subcontractors (including any reckless or willful misconduct); (4) the violation of the intellectual property rights of any third party by the Indemnifying Party and (5) with respect to Distributor, any unauthorized use or misuse of Customer Data; provided that in each case the Indemnified Party provides the Indemnifying Party with (i) prompt notice of any Claims, (ii) the option to assume sole control over defense and settlement of any Claim, and (iii) reasonable assistance in connection with such defense and settlement (at the Indemnifying Party’s expense). The Indemnifying Party may settle any Claim without the Indemnified Party’s prior written consent, unless the settlement requires the Indemnified Party to take an action, refrain from an action, or admit liability.
2. Provi shall have no obligations under this Section if the Claim is based upon or arises out of: (1) any modification to the applicable Offering not made by Provi, (2) any combination or use of the applicable Offering with or in any third-party software, hardware, process, firmware, or data, to the extent that such claim is based on such combination or use, and/or (3) Distributor’s use of the Offering outside the scope of the rights granted under this Terms of Service.
3. If a Claim related to the Offering covered under Section 11(a)(4) occurs, the Indemnifying Party may at its expense and sole discretion: (1) procure the right to allow the Indemnified Party to continue using the applicable Offering; (2) modify or replace the applicable Offering to become non-infringing; or (3) if neither (1) nor (2) is commercially practicable, terminate Distributor’s license or access to the affected portion of applicable Offering and refund a portion of the pre-paid, unused Fees paid by Distributor corresponding to the unused period of the license term.
4. EXCEPT IN THE EVENT OF A BREACH OF SECTIONS 2, 3, 4 OR 10, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGES THAT EXCEED THE AMOUNT PAID OR PAYABLE BY DISTRIBUTOR HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO A CLAIM, OR FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND BOTH PARTIES EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES, SUCH AS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12. MODIFICATIONS

Provi reserves the right, in its sole and absolute discretion, to update or change any portion of the Terms of Service at any time. Provi agrees to provide Distributor with reasonable advance notice of changes to the Terms of Service that materially adversely affect Distributor’s use of the Offerings or Distributor’s rights under the Terms of Service by sending an email notification. However, Provi may make changes that materially adversely affect Distributor’s use of the Offerings or rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict services, products or activities that Provi deems inappropriate. Unless Provi indicates otherwise in its notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Distributor’s continued access to or use of the Offerings after Provi provides such notice, if applicable, or after Provi posts such updated terms, constitutes Distributor’s acceptance of the changes and consent to be bound by the Terms of Service as amended. If Distributor does not agree to the amended Terms of Service, it must stop accessing and using the Offerings.

13. GOVERNING LAW & DISPUTE RESOLUTION.

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH PROVI AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”

1. (a) Governing Law and Arbitration. This Agreement is governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflicts of laws principles thereof.
2. (b) Scope of Arbitration Agreement. Any Dispute shall be finally resolved by binding arbitration except claims: (a) in small claims court; and (b) for injunctive relief arising out of the infringement or other misuse of intellectual property rights. Provi and Distributor agree that, because both are business entities that mutually benefit from streamlined and confidential resolution, this Arbitration Agreement shall apply to all Disputes and shall be binding upon and enforceable by not only the parties, but also their affiliates, subsidiaries, and their respective owners, officers, directors, managers, and employees.
3. (c) Informal Resolution. You and Provi agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and Provi therefore agree that, before either you or Provi demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Provi that you intend to initiate an informal dispute resolution conference, email Legal@provi.com, providing your business name, telephone number, and email address, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
4. (d) Arbitration Rules and Forum. In the event a Dispute cannot be resolved between the Parties pursuant to Section 13(c), within ninety (90) days following the initiation of the informal resolution procedure, any such Dispute will be resolved by confidential and binding arbitration pursuant to the Federal Arbitration Act. Any arbitration will be held in Chicago, Illinois. The arbitration will be conducted according to the Commercial Arbitration Rules of the American Arbitration Association then in effect, subject to the provisions of this Agreement. The American Arbitration Association (“AAA”) will administer the arbitration. The Parties expressly agree that any such arbitration and the contents of the same, including, but not limited to, any motion, pleading, discovery, and testimony, is to be held strictly confidential and the arbitrator(s) shall issue a protective order to such effect. The arbitrator(s) may enter a default decision against any Party who fails to participate in the arbitration proceedings. A judgment may be entered on the arbitrators’ award in any court of competent jurisdiction; provided, that, any such award shall be kept confidential and filed under seal with the appropriate court. The prevailing Party, as determined by the arbitrator(s), will be awarded its attorney’s fees and all expenses of arbitration, including fees paid to experts and arbitrators. Notwithstanding the foregoing, an action by a Party to obtain emergency temporary injunctive or equitable relief relating to the unauthorized disclosure of Confidential Information under these Terms of Service will be permitted and will not constitute a waiver of its right to arbitrate. If the arbitration award includes any injunction or a monetary award that exceeds $100,000, then either party shall have the right to appeal that award to an arbitration appellate panel. The notice of appeal must be served, in writing, on the opposing party within fourteen (14) days after the award has become final. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable.
5. (e) Waiver of Jury Trial. YOU AND PROVI WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Provi are instead electing to have all Disputes resolved by arbitration, except as specified in Section 13(d) above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
6. (f) Survival. This Arbitration Agreement will survive any termination of your relationship with Provi.

14. GENERAL

1. This Terms of Service constitutes the entire Terms of Service between Distributor and Provi concerning the subject matter of this Terms of Service and supersedes all previous written and oral Terms of Services, communications and other understandings relating to the subject matter of this Terms of Service. This Terms of Service may be executed in any number of counterparts and by electronic signature, each of which when executed will be deemed to be an original and all of which when taken together will constitute one Terms of Service.
2. Nothing herein prevents Provi from using contractors, subcontractors, service providers, vendors, or other agents to perform its obligations (or a portion thereof) hereunder.
3. The failure of either Party to enforce any provision of this Terms of Service shall not constitute a waiver of any other provision or any subsequent breach. If any provision of this Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Terms of Service will otherwise remain in full force and effect and enforceable. This Terms of Service may only be amended, or any term or condition set forth herein waived, by written consent of both parties. If the terms of an Order contradict those in this Terms of Service, then only those specific terms on the face of the Order that expressly identify those portions of this Terms of Service that are to be superseded will prevail over any conflicting terms herein but only with respect to those products or services ordered on such Order.
4. Except for Distributor’s payment obligations, neither Party will be liable to the other Party for any delay or failure to perform obligations under this Terms of Service if such delay or failure is due to a Force Majeure event. If a Force Majeure event occurs, the affected Party shall promptly notify the other Party, its effect on performance and how long the affected Party expects it to last. Thereafter, the affected Party shall update that information as reasonably necessary.
5. Notwithstanding Section 4 above, Distributor agrees that Provi may include Distributor’s name and logo in its marketing materials and/or reference Distributor as a client using the Offerings.
6. No agency, partnership, joint venture, or employment is created as a result of this Terms of Service and neither Party has any authority of any kind to bind the other Party in any respect.
7. All notices, requests and consents hereunder shall be in writing and deemed given on the date received, if delivered to the Parties’ addresses set forth herein by (a) hand; (b) certified mail, return receipt requested; (c) email; or (d) overnight courier of national reputation sent by overnight courier.
8. These Terms of Service are not assignable, transferable or sublicensable by operation of law or otherwise by Distributor except with Provi’s prior written consent, which consent will not be unreasonably withheld.
9. During the term of this Terms of Service and for a period of one year thereafter, Distributor shall not directly or indirectly solicit for employment any employee of Provi.