MPower Promo Supplier Terms

Effective Date: May 6, 2026

These MPower Promo Supplier Terms (“Supplier Terms”) govern access to and use of supplier-facing services provided by MPower Promo, Inc. (“MPower Promo,” “we,” “our,” or “us”), including supplier software tools, order-processing tools, supplier websites, distributor-facing websites, product listing services, catalog management tools, integrations, data feeds, advertising products, sponsored placements, banner ads, and related services (collectively, the “Supplier Services”).

These Supplier Terms supplement the MPower Promo Terms of Service available at terms (the “General Terms”). By accessing or using Supplier Services, creating or managing a supplier account, submitting supplier content, processing orders, launching advertising campaigns, adding a payment method, or otherwise using Supplier Services, you agree to these Supplier Terms. If you are using Supplier Services on behalf of a company or other entity, you represent that you are authorized to bind that entity.

1. Supplier Account and Authorized Users

You are responsible for all activity under your supplier account, including activity by employees, contractors, agents, representatives, and other users you authorize. You agree to maintain accurate account, business, billing, tax, and contact information. MPower Promo may rely on instructions, approvals, submissions, campaign settings, and payment authorizations provided through your account.

2. Supplier Services

Supplier Services may include access to software tools, product catalog tools, order-processing workflows, distributor-facing supplier websites, hosted supplier pages, integrations, data feeds, PromoStandards-related functionality, advertising products, analytics, and related functionality. MPower Promo may modify, suspend, discontinue, or replace any Supplier Service, feature, placement, integration, website component, workflow, or advertising format at any time.

Unless expressly stated in a written agreement signed by MPower Promo, we do not guarantee any particular website traffic, order volume, distributor engagement, sales, advertising performance, impressions, clicks, conversions, ranking, placement, uptime, integration availability, or revenue result.

3. Supplier Content and Product Data

You are solely responsible for all content, information, and materials you submit, upload, provide, approve, or make available through Supplier Services, including product data, product descriptions, pricing, inventory, lead times, images, logos, trademarks, videos, marketing claims, compliance claims, availability, shipping information, website content, advertising materials, and other supplier materials (“Supplier Content”).

You represent and warrant that Supplier Content is accurate, current, lawful, non-misleading, and complete; that you have all rights, licenses, consents, and permissions necessary to provide and authorize use of Supplier Content; and that Supplier Content does not infringe, misappropriate, or violate any intellectual property, privacy, publicity, advertising, consumer protection, or other rights or laws.

You grant MPower Promo a worldwide, non-exclusive, royalty-free, sublicensable license to host, use, reproduce, display, distribute, transmit, format, modify, create derivative works from, and otherwise process Supplier Content to provide, operate, improve, promote, and support the Supplier Services, including displaying Supplier Content on distributor-facing websites, product listings, search results, catalogs, order workflows, advertising placements, emails, dashboards, and related features.

4. Product Listings, Pricing, Inventory, and Availability

You are responsible for maintaining accurate product listings, pricing, inventory, availability, lead times, specifications, production details, minimum order quantities, setup charges, decoration charges, shipping information, and other product-related information. MPower Promo may display, format, transmit, syndicate, or otherwise use that information through the Supplier Services.

MPower Promo is not responsible for errors, omissions, delays, inaccuracies, outdated information, or disputes arising from Supplier Content or supplier-provided data. We may remove, suspend, modify, or decline to display Supplier Content that we believe is inaccurate, unlawful, misleading, outdated, infringing, inappropriate, technically problematic, or otherwise inconsistent with our policies or business interests.

5. Orders and Order Processing

Supplier Services may enable distributors or other users to submit, manage, route, approve, process, or communicate about orders. You are responsible for reviewing, accepting, rejecting, fulfilling, producing, shipping, and supporting orders in accordance with your obligations to distributors, customers, and applicable law.

Unless otherwise agreed in writing, MPower Promo is not the manufacturer, seller of record, merchant of record, distributor, fulfillment provider, or guarantor of supplier products. You are responsible for product quality, production, fulfillment, delivery, returns, cancellations, refunds, product safety, recalls, taxes, warranties, claims, and customer or distributor disputes relating to your products or services.

6. Supplier Websites

MPower Promo may provide hosted websites, landing pages, catalog pages, portals, or distributor-facing supplier websites for suppliers. You are responsible for all Supplier Content displayed on or made available through those websites. Unless otherwise agreed in writing, MPower Promo may determine the technical architecture, hosting environment, templates, layouts, features, integrations, analytics, security measures, and functionality of supplier websites.

You authorize MPower Promo to use your name, logos, trademarks, product information, images, and Supplier Content in connection with supplier websites and related distributor-facing functionality. MPower Promo may suspend, remove, redirect, disable, or modify supplier websites or website functionality if required for maintenance, security, legal compliance, nonpayment, policy violations, technical issues, or other business reasons.

If a domain name is used in connection with Supplier Services, ownership and control of the domain will be determined by the applicable order form or written agreement. Unless otherwise agreed in writing, MPower Promo is not required to transfer, renew, maintain, or continue supporting any domain after termination of the applicable Supplier Service.

7. Integrations, Data Feeds, and PromoStandards

Supplier Services may include integrations, APIs, data feeds, PromoStandards-related functionality, or connections to third-party systems. You are responsible for the accuracy, availability, permissions, security, and functionality of any systems, endpoints, credentials, feeds, or data you provide or authorize MPower Promo to access.

MPower Promo does not guarantee that any integration, API, data feed, or third-party system will be uninterrupted, error-free, current, or compatible with all supplier or distributor systems. We may suspend or modify integrations for security, technical, legal, operational, or business reasons.

8. Advertising and Sponsored Placements

Supplier Services may include advertising products, including sponsored product placements, promoted listings, banner ads, featured search placements, dashboard banners, category sponsorships, email placements, or other paid promotional opportunities (“Advertising Services”).

Advertising Services may be purchased, billed, or charged on a subscription, flat-fee, campaign, auction, bid, cost-per-click, cost-per-impression, cost-per-action, monthly invoice, prepaid, or other basis described in the Services, an order form, insertion order, invoice, or campaign interface. You are responsible for all bids, budgets, campaign settings, targeting selections, and advertising charges submitted through your account.

MPower Promo may determine, modify, or discontinue advertising formats, placements, eligibility rules, minimum bids, auction mechanics, ranking factors, quality factors, pacing, campaign limits, reporting methods, and measurement systems at any time. MPower Promo does not guarantee any particular placement, ranking, impression volume, click volume, conversion rate, order volume, sales, return on ad spend, or other result.

You are solely responsible for all advertising content, claims, images, logos, landing pages, product information, pricing, availability, and offers. Advertising content must be accurate, lawful, non-misleading, and compliant with all applicable advertising, consumer protection, intellectual property, privacy, publicity, and industry-specific laws and rules.

MPower Promo may review, reject, pause, remove, label, relabel, limit, or modify the display of any advertisement, campaign, sponsored placement, or advertising content at any time for any reason, including legal, compliance, technical, quality, user experience, nonpayment, reputational, or business reasons.

9. Advertising Disclosures

MPower Promo may label or otherwise identify paid placements, sponsored listings, banner ads, promoted content, or other advertising as “Sponsored,” “Ad,” “Promoted,” or with similar disclosures. You may not interfere with, obscure, remove, or misrepresent any advertising disclosure. You are responsible for ensuring that your advertising content and campaigns comply with applicable disclosure requirements.

10. Measurement, Reporting, and Invalid Activity

MPower Promo may provide dashboards, reports, campaign metrics, invoices, logs, or other data relating to Supplier Services and Advertising Services. You agree that MPower Promo’s records, logs, measurement systems, dashboards, and billing data will control for purposes of calculating usage, fees, advertising spend, impressions, clicks, budgets, and other charges, unless you notify MPower Promo of a good-faith billing dispute within thirty (30) days after the applicable invoice date.

MPower Promo may, but is not obligated to, detect, filter, adjust, credit, or disregard clicks, impressions, or other activity that we determine to be invalid, fraudulent, accidental, duplicative, automated, abusive, technically defective, or otherwise inconsistent with our measurement standards. Any credits or adjustments are at MPower Promo’s discretion unless otherwise required by law or expressly agreed in writing.

11. Fees, Payment, and Billing

You agree to pay all fees and charges for Supplier Services and Advertising Services, including subscription fees, setup fees, website fees, usage fees, integration fees, advertising spend, campaign budgets, overages, taxes, late fees, and other amounts described in the Services, an order form, invoice, or written agreement.

By providing a payment method, you authorize MPower Promo and its third-party payment processors to charge that payment method for all amounts due. MPower Promo may require a valid payment method before activating Supplier Services, launching advertising campaigns, accepting bids, increasing budgets, enabling websites, or providing paid functionality.

Unless otherwise agreed in writing, fees are non-refundable. Cancellations do not relieve you of responsibility for amounts already incurred. MPower Promo may suspend or terminate Supplier Services, Advertising Services, websites, integrations, listings, campaigns, or account access for failed payments, overdue invoices, chargebacks, suspected fraud, excessive billing risk, or other payment issues.

MPower Promo may require prepayment, deposits, spending limits, credit limits, automatic payment, ACH authorization, card authorization, or other payment protections. You are responsible for taxes, duties, assessments, and governmental charges associated with your use of Supplier Services, excluding taxes based on MPower Promo’s net income.

12. Third-Party Payment Processors

Payment processing may be provided by third-party payment processors, including Stripe or its affiliates. Your use of payment processing functionality may be subject to the applicable processor’s terms, policies, and requirements. MPower Promo is not responsible for processor outages, declines, holds, reserves, account limitations, underwriting decisions, settlement delays, or other processor actions.

Unless MPower Promo separately requires a connected account or payout account, suppliers generally do not need to create a separate Stripe account solely to pay MPower Promo. However, if Supplier Services involve payouts, marketplace payments, split payments, or other payment facilitation, MPower Promo may require you to create and maintain a payment processor account, complete onboarding, provide tax and identity information, and accept the applicable processor terms.

13. Compliance Obligations

You are responsible for complying with all laws, rules, regulations, industry standards, platform rules, and contractual obligations applicable to your business, Supplier Content, products, services, advertising, websites, orders, fulfillment, data, and use of Supplier Services. This includes, where applicable, laws relating to advertising, consumer protection, product safety, product labeling, intellectual property, privacy, data security, tax, export controls, sanctions, customs, anti-bribery, and unfair competition.

You may not use Supplier Services to promote, sell, advertise, or facilitate unlawful, infringing, deceptive, unsafe, restricted, or prohibited products or services. MPower Promo may suspend or remove content, listings, campaigns, websites, integrations, or account access if we believe there is legal, regulatory, reputational, operational, or user-safety risk.

14. Data and Privacy

You may receive or access distributor, customer, order, account, analytics, campaign, or other data through Supplier Services. You may use such data only for legitimate business purposes related to your use of Supplier Services and only in compliance with applicable law, the General Terms, these Supplier Terms, MPower Promo’s Privacy Policy, and any applicable data processing agreement or written agreement.

You may not sell, misuse, disclose, scrape, reidentify, enrich, combine, or use data obtained through Supplier Services for unauthorized marketing, profiling, competitive intelligence, or any purpose not authorized by MPower Promo or applicable law.

15. Confidentiality

You may receive non-public information relating to MPower Promo, distributors, customers, pricing, technology, integrations, business plans, product roadmaps, analytics, or platform operations. You agree to protect such information using reasonable care and not to disclose or use it except as necessary to use Supplier Services as authorized.

16. Suspension and Termination

MPower Promo may suspend, limit, or terminate your access to Supplier Services, supplier websites, integrations, listings, campaigns, advertising placements, or account features at any time if we believe you have violated these Supplier Terms, the General Terms, applicable law, payment obligations, platform policies, or any applicable agreement, or if continued access presents legal, security, operational, reputational, billing, or business risk.

You may stop using Supplier Services at any time, subject to payment of all amounts incurred and any applicable order form, subscription, or written agreement. Termination does not relieve you of obligations that accrued before termination, including payment obligations, indemnity obligations, confidentiality obligations, data restrictions, or obligations relating to Supplier Content and prior orders.

17. Disclaimers

Supplier Services are provided “AS IS” and “AS AVAILABLE.” MPower Promo disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free performance, website traffic, order volume, sales performance, advertising results, data accuracy, integration availability, or compatibility with supplier or third-party systems.

18. Limitation of Liability

To the maximum extent permitted by law, MPower Promo will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages, or for loss of revenue, loss of goodwill, loss of data, loss of business opportunity, advertising performance, order volume, website traffic, production delays, fulfillment issues, or third-party claims, even if advised of the possibility of such damages.

MPower Promo’s total liability for claims arising out of or relating to Supplier Services will not exceed the amounts paid by you to MPower Promo for the applicable Supplier Services during the twelve (12) months preceding the event giving rise to the claim.

19. Indemnification

You agree to defend, indemnify, and hold harmless MPower Promo and its affiliates, officers, directors, employees, contractors, agents, licensors, service providers, and partners from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) Supplier Content; (b) your products or services; (c) your advertising content, campaigns, claims, offers, or landing pages; (d) product defects, recalls, safety issues, fulfillment failures, shipping issues, cancellations, returns, refunds, or customer or distributor disputes; (e) infringement, misappropriation, or violation of third-party rights; (f) your violation of law, these Supplier Terms, the General Terms, or any applicable agreement; (g) your misuse of data; or (h) your negligence, fraud, willful misconduct, or unauthorized acts.

20. Relationship of the Parties

The parties are independent contractors. These Supplier Terms do not create a partnership, joint venture, franchise, agency, employment, fiduciary, or exclusive relationship. Unless expressly agreed in writing, MPower Promo does not act as your agent, distributor, reseller, manufacturer, fulfillment provider, or guarantor.

21. Changes to Supplier Terms

MPower Promo may modify these Supplier Terms from time to time. When changes are material, we will provide notice, such as by posting the updated Supplier Terms, through the Services, or by email. Your continued use of Supplier Services after changes take effect constitutes acceptance of the updated Supplier Terms.

22. Governing Law and Dispute Resolution

These Supplier Terms are governed by the laws of the State of Utah, without regard to conflict-of-law principles. Any disputes will be resolved as provided in the General Terms, including the arbitration and class-action waiver provisions, unless otherwise stated in a written agreement signed by MPower Promo.

23. Contact

For questions about these Supplier Terms, contact us.

MPower Promo, Inc.