Seller Terms & Conditions

A. Arbitration. You and SMP each agree that any and all disputes or claims between you and SMP, or any affiliate, arising out of or related to this Seller Agreement (including any previous versions), or arising out of your use of and sales of Products on the Site, shall be submitted to and resolved exclusively through binding arbitration in accordance with the terms and procedures of this Section; except that (i) you may assert claims in a small claims court that is a Governing Court if your claims qualify and (ii) you or SMP may bring suit in the Governing Courts, submitting to the jurisdiction of the Governing Courts and waiving SMP’s respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights. By agreeing to arbitrate, you are waiving the right to have your claim heard and tried by a judge and/or jury and are further waiving your right to an appeal of an arbitration award. The 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 Seller Agreement as a court would.

The Federal Arbitration Act ("FAA"), and to the extent not inconsistent with the FAA, the laws of the State of Indiana, without regard to principles of conflict of laws, governs the interpretation and enforcement of this Agreement to Arbitrate. Arbitration shall be administered by the American Arbitration Association (the “AAA”) under its rules then in effect applicable to disputes between an online marketplace or platform and an individual user or subscriber, or otherwise applicable to this Seller Agreement (the "AAA Rules") (those rules are deemed to be incorporated by reference into this Section) unless otherwise required by law. Arbitration, including threshold questions of arbitrability of any specific dispute, will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. The arbitrator shall apply the terms of the Seller Agreement as a court would. All issues are for the arbitrator to decide, except those issues relating to arbitrability of disputes, the scope or enforceability of this Agreement to Arbitrate Section, or the interpretation of Section19(B) below shall be for a court of competent jurisdiction to decide.

B. Class Action Waiver; Individualized Relief. You and SMP further agree that the arbitration of any disputes pursuant to this Seller Agreement shall be conducted in their individual capacities only and not as a class action or other representative action. You and SMP expressly waive their respective rights to file a class action or seek relief on a class basis. By entering into and agreeing to the terms of this Seller Agreement, you acknowledge and understand you and SMP are each waiving the right to trial by jury in addition to the waiver of the right to participate in a class action lawsuit. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator or mediator. The arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect other users or sellers. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim or a particular request for a remedy (such as a request for injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) must be severed from the arbitration and may be brought in court as provided below subject to your and SMP’s right to appeal the court's decision. All other claims will be arbitrated.

C. Arbitration Procedure. The arbitration will be administered by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules and the AAA's Commercial Arbitration Rules, as applicable and as modified by this Agreement to Arbitrate. Absent agreement of the parties, the AAA shall decide which AAA rules apply to the arbitration. The AAA's rules are available at www.adr.org and www.icdr.org. In the event that the AAA is unavailable to administer the arbitration, another administrator will be selected by the parties or, if the parties cannot reach the agreement, the Governing Court shall select the administrator.

A party who intends to seek arbitration must first send to the other, by certified mail, a valid Notice of Dispute ("Notice"). The Notice to SMP must be sent to SMP’s registered agent’s address. SMP will send any Notice to you to the physical address we have on file associated with your SMP account; it is your responsibility to keep your physical address up to date. To be valid, you must personally sign the Notice and provide a detailed description of the nature and basis of the claims you are asserting, the specific relief sought, and the email address and phone number associated with your account. If you and SMP are unable to resolve the claims described in a valid Notice within 30 days after SMP receives that Notice, you or SMP may initiate arbitration proceedings. The party initiating the arbitration must mail a copy of the completed petition to arbitrate, or similar form, to the opposing party. In the event SMP initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your SMP account. Any settlement offer made by you or SMP shall not be disclosed to the arbitrator.

The arbitrator will decide the substance of all claims in accordance with Indiana law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users and sellers, but is bound by rulings in prior arbitrations involving the same user or seller to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

D. Forum. The arbitration hearing shall be held in Lake County, Indiana, or another mutually agreed location. Where no disclosed claims or counterclaims exceed $15,000, the dispute shall be resolved by the submission of documents only, subject to the arbitrator's discretion to require an in-person, telephonic, or virtual hearing, if the circumstances warrant. In cases where an in- person hearing is held, you and/or SMP may attend by telephone or video unless the arbitrator requires otherwise.

E. Costs of Arbitration. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate. Each party shall bear their own respective costs of arbitration. Notwithstanding the foregoing, if the arbitrator determines the claim(s) you assert in the arbitration against SMP to be frivolous or brought for an improper purpose, SMP shall be entitled to an award for all fees, costs, expenses, and reasonable attorney fees incurred the defense of such arbitration.

F. Severability; Amendments. With the exception of any of the provisions in Section 1 of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If SMP amends this Agreement to Arbitrate Section after the date you last accepted the terms of this Seller Agreement, those changes will not apply to any claims filed in a legal proceeding against SMP prior to the date the changes became effective. SMP will post notice of any such amendment to this Agreement to Arbitrate Section on the Site at least 30 days prior to the date the amendment will become effective. If you do not agree to the modified terms of the Agreement to Arbitrate Section, you may cease all access and use of the Site and selling services provided by SMP and close your account. If you reopen your closed account or create a new account, you agree to be bound by the current version of the Agreement to Arbitrate Section in effect at the time that you reopen your account.