Bracorriah X Beauty Wholesale Terms and Conditions Agreement
THESE TERMS AND CONDITIONS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE READ THIS DOCUMENT CAREFULLY.
Last Updated: January 2026
General.1.1
Bracorriahxbeauty.org (the “Website”) is operated by Bracorriah X Beauty LLC (“we,” “us,” “our,” “Bracorriah X Beauty” or “Company”). Please read the following regarding our wholesale vendor agreement (these “Terms” or the “Agreement” or “Terms of Use” or “Terms and Conditions”) carefully to understand our policies and practices regarding what we expect of all wholesale vendors.
You are required to read, understand, and agree to these Terms prior to purchasing any products offered by the company (the “Products” “Units”) as a wholesale vendor. We refer to you, the person who will click to accept or agree to these terms when this option is made available to you, as the “Vendor” or as “You.” You, the person who will click to accept or agree to these terms acknowledge and agree that you have the authorization to accept the terms of this agreement on behalf of said “Vendor” when this option is made available to you, as the “Vendor.”
ACCEPTANCE OF OUR WEBSITE TERMS OF USE AND PRIVACY POLICY
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Prior to selling and placing an order for Products through our Website, all wholesale vendors are required to accept our Website Terms of Use (found at: https://www.bracorriahxbeauty.org/terms-of-use) and our Privacy Policy (found at: https://www.bracorriahxbeauty.org/privacy-policy), which are each incorporated herein by reference. By placing an order for products through our Website or by clicking to accept or agree to this Agreement when this option is made available to you, you accept and agree to be bound and abide by our Terms of Use and our Privacy Policy. If you do not want to agree to our Terms of Use or the Privacy Policy, you cannot enter into this Agreement as a wholesale vendor.
ELIGIBILITY AS WHOLESALE VENDOR
In order to become a Vendor, the following eligibility requirements must be met:
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•Must be a valid United States-based business with appropriate selling credentials, as determined through the wholesale application;
•Owner and operator of such business must be at least 18 and reside in the United States;
•Shall only sell at locations approved on their wholesale application;
•Must have a current business account with the Company;
•Must not sell on any Amazon.com storefront or website; and
•Must purchase an initial minimum order quantity of 8 for each product at a time and a reorder minimum order quantity of 8 for each product at a time.
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OBLIGATIONS AS A WHOLESALE VENDOR
The Vendor will not:
•represent to any person that it is an agent or sole or exclusive distributor of the Company or the products;
•pledge or purport to pledge the Company's credit, or otherwise incur any liability or potential liability on behalf of the Company.
•commit or purport to commit the Company to any contracts;
•advertise or make the Products available for sale via any third-party website unless written approval is given by the Company;
•apply for or register trademarks that include the phrase "Bracorriah X Beauty" or any of the Company's product names, capsule names, and sub brands;
•take any action or do anything which would or would be likely to damage the reputation or goodwill of the Company, or bring the Company into disrepute.
•without the Company's prior written consent, make or give any promises, representations, warranties or guarantees on behalf of the Company or in relation to the Products (other than those set out in this Agreement in relation to the Products or otherwise mandatory under applicable law).
The Vendor must comply with all applicable laws, rules and regulations relating to, and must obtain all licenses, permits and approvals required in relation to:
•the marketing, promotion, and advertising of the Products; and
•import, export, distribution, sale, supply, and delivery of the Products
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The Vendor will not without the Company's prior written consent alter, modify, disassemble, sample or reverse engineer any of the Products except as mandated by applicable law.
PUBLICITY
Vendor agrees to not create, publish, distribute, advertise, or print any material that refers to the Company or to use our name or any of our trademark, for any marketing or promotional materials, whether print, broadcast or electronic, without first submitting such material to supplier and receiving the Company’s written consent. Nothing contained in this Agreement shall be construed to transfer or assign any such rights to Vendor. The Company has the legal right to refuse to sell or allow any or all its products including trademarked products to be sold to anyone, for any reason or no reason, including when a wholesale vendor would, in The Company’s opinion solely, cause harm to the image or marketability of the Company’s products. Notwithstanding the foregoing, the Company will abide by all applicable laws and will not discriminate against any individual based on any protected class.
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1.2 Bracorriah X Beauty produces a line of products (hereinafter collectively referred to as the “Products” “Scar and Blemish Refiner”, which term shall include any modifications thereof) more particularly described from time to time on the Website, and You would like to resell the Products and Bracorriah X Beauty is willing to allow You (“You” or “Your”) to do so subject to these Terms of Use.
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1.3 By agreeing to these Terms, You hereby represent and warrant that You are duly authorized and empowered to perform these Terms and that such action does not conflict with or violate any provision of law, regulation, policy, contract, deed of trust or other instrument to which You are a party or by which You are bound and that these Terms constitutes a valid and binding obligation against You enforceable in accordance with its terms.
1.4 You may not use our Products for any illegal or unauthorized purpose nor may You, in the use of the Website, violate any laws in Your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms may result in an immediate termination of Your use of the Website.
1.5 The form and nature of the services, products, content and all information posted on the Website is subject to change without notice. These Terms may be changed, altered or modified at any time without prior notice. Bracorriah X Beauty will make such changes by posting them on the Terms of Use and Terms and Conditions page of the Website. You should check this page periodically for such changes. You can determine when these Terms of Use and Terms and Conditions were last revised by referring to the “LAST UPDATED” legend at the top of these Terms page. Your continued access of the Website after such changes conclusively demonstrates Your acceptance of those changes.
1.6 We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify or discontinue the Website, with or without notice. You agree that we shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Website, in whole or in part, or of any service, content, feature or Product offered through the Website.
2. Your Account
2.1 You will be required to register for an account with Bracorriah X Beauty in order to access or use parts of the Website. Your account gives You access to the Website and functionality that We may establish and maintain from time to time and in Our sole discretion. You must register through the Website by completing the applicable registration form to create Your account with a unique username and password.
2.2 By creating an account, You agree:
(a) that You are able to and have the appropriate authority and authorization to create a binding agreement with Bracorriah X Beauty;
(b) to provide true, accurate, current and complete information about Yourself when we request it;
(c) to maintain and promptly update this information to keep it true, accurate, current and complete to the extent the Website permit such updates; and
(d) to use limited-access portions of the Website only using access credentials that we have issued to You and not to violate these Terms of Use.
2.3 You must notify Bracorriah X Beauty immediately of any unauthorized use of Your credentials or any other breach of security. Even if You notify us, You will be responsible for any activities that occur using Your access credentials, including any charges resulting from the use of Your account. Bracorriah X Beauty will not be liable for any losses or damages caused by any unauthorized use of Your account, financial or otherwise.
3. Orders
3.1 While these Terms of Use remain in effect, You may from time-to-time order from Bracorriah X Beauty units of the Products at such prices and in such quantities using the Website. The prices of the Products shall be as shown on the Website, provided however, the prices of the Products as shown on the Website may change at any time and from time to time in the sole discretion of Bracorriah X Beauty. You shall place all orders for Products through the Website.
3.2 In order to protect the integrity of Bracorriah X Beauty’s business and that of its carefully selected retailers, Bracorriah X Beauty shall determine from time-to-time certain minimum orders on new and existing accounts and products, yearly minimum orders required of its retailers to remain an authorized retailer of the Products, as well as certain promotional considerations offered to performing retailers intended to enhance their ability to sell the Products (for example, free shipping on orders meeting certain sales minimums). These order minimums, yearly minimums and promotional considerations will be communicated to You at any time after You set up Your account and may be changed from time to time at the discretion of Bracorriah X Beauty. Failure to meet minimum order requirements or yearly minimum order amounts may subject Your account with Bracorriah X Beauty to termination.
3.3 Bracorriah X Beauty shall not be obligated to accept any orders from You that it is not able to fill due to a shortage or lack of inventory, or if You have breached any of the terms and conditions of these Terms and Conditions.
4. Delivery; Payment; Risk of Loss
4.1 Bracorriah X Beauty will, at Your expense, ship the units of Product ordered as soon as practicable to You at the address for shipments provided to Bracorriah X Beauty through the Website; provided, however, that, in the event that Bracorriah X Beauty is unable to ship the units ordered within seven (7) business days of Bracorriah X Beauty’s receipt of Your order through the Website, Bracorriah X Beauty shall so inform You prior to the end of said seven (7) business day period and You shall have the option of canceling such order.
4.2 You Vendor will pay for the units of Product ordered in full prior to shipment by such payment methods as are accepted from time to time on the Website. Cash on delivery (C.O.D.) orders are not permitted.
Once a wholesale application is approved, the Company will email a URL link to activate the Vendor’s online account. Upon activation, the Vendor will be able to log into their account on the Website and add Products to their cart. From there, the Vendor may checkout and purchase the Products. A transaction charge will be assessed to the Vendor for each purchase.
All prices shown at checkout are effective as of that time, but are subject to change without notice at any point in the future. If a shortage difference in the actual shipping cost and the estimated shipping cost presented on the website at checkout exist, an invoice for the shortage amount will be issued and must be paid prior to shipment of the product. All price sheets provided to the Vendor, either physically or digitally, may be out-of-date at a given time; the pricing and information on the Website is the most current. However, should the Vendor have any questions about the Products, please email bxbeauty763@gmail.com.
All amounts payable under any Vendor Order Forms are exclusive of all applicable sales tax and other taxes and duties which will be payable by the Vendor (except for taxes payable on the Company's net income, which will be payable by the Company).
Upfront payment is required for all products.
4.3 If requested by Bracorriah X Beauty, You will return to Bracorriah X Beauty, at Bracorriah X Beauty's expense, any damaged or defective units of Product or packaging, and, if requested, You will furnish Bracorriah X Beauty with an affidavit by one of Your executive officers as to any units of Product which are not delivered. If products returned is deemed to not have been damaged or defective, the vendor will be issued an invoice and will be solely responsible for the return shipment cost and all additional associated return cost. In lieu of returning damaged or defective units of Product or packaging to Bracorriah X Beauty, Bracorriah X Beauty may request, and You shall provide, photos and videos as a means of documenting any damage that may have been caused by a common carrier and such other reasonable evidence as Bracorriah X Beauty may reasonable request. Bracorriah X Beauty will not issue replacement products if Carrier damage is observed or suspected and vendor does not document evidence of such carrier damage on the Bill of lading, delivery receipt form, and take pictures with said damage noted on the Bill of Lading and delivery receipt. Replacement products are the only solution offered to damaged or defective products. No refunds are provided.
4.4 Title and risk of loss to the Products purchased under these Terms and conditions passes to Vendor upon delivery of the Products to the carrier.
The Company’s processing days and hours are Monday through Friday, 9:00AM–4:00PM (Central Standard Time). When an order has shipped, the Company will send an email notification to Vendor containing a tracking number that can be used to track the order’s status. Vendor understands that the tracking link may not be active for up to 48 hours after creation, and that Vendor should allow 48 hours for the tracking information to become available. Vendor will also receive an email once their order has been delivered. Vendor understands that a signature confirming acceptance of the delivery will be required for all orders.
Unless otherwise agreed in writing:
•all Products will be delivered to the Vendor’s premises, which must be an address within the United States;
•risk in the Products will pass from the Company to the Vendor when the Products are delivered to the Vendor’s premises; and
•Vendor is responsible for all shipping and handling costs from departure of Company’s shipping location, including insurance and other shipping coverage/fees.
•Please note, delivery of your product requires a signature of receipt. We do not process refunds or replacements for not receiving your item if a delivery signature is received or the postal/carrier service has marked your item as successfully delivered.
The Vendor understands that while orders typically arrive within 4–5 business days after shipping, this is an estimated timeframe and orders may arrive at a later date. Vendor understands that if they require the order on or before a date, they are responsible for ordering in advance to allow ample time for processing and shipping of orders. Any date or dates for the delivery of the Products presented by the Company are estimates only, and the Company shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure event or the Vendor’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
INCORRECT, DAMAGED, OR LOST PRODUCTS
If the Company has accidentally sent incorrect Products to the Vendor, or the Products ordered by Vendor are damaged or lost in transit to the Vendor, the Company will rectify the situation as quickly as possible. However, Vendor must notify the Company of any claimed shipping error or damage immediately and no later than two (2) days of receipt of products; in the case of products loss in transit, the Vendor must notify the Company within seven (7) days of receiving their shipping confirmation that the products have not been received. Vendor’s failure to give such notice within that two-day period for incorrect or damaged products, or within a seven-day period for lost products (the “Inspection Periods”), shall be deemed a waiver of Vendor’s claim for incorrect, damaged, or lost shipments. If any Product is found to be damaged or incorrect, Vendor shall save all contents and packing materials and include these in the return package to the Company. The Company will arrange for the return of any incorrect or damaged products. In the event that Vendor returns any such incorrect or damaged products through a carrier of Vendor’s own choosing or without using the shipping label provided by the Company, then Vendor shall be responsible for all costs related to the return and shall not be eligible for reimbursement by the Company for shipping costs. Once the Company is able to confirm that the Products’ return has been processed, a replacement order will be issued. In no case will the Company issue a monetary return for incorrect, damaged, or lost products; the Vendor’s only remedy in such cases is replacement. The Company will not assume responsibility for Products that are shipped by the Vendor to its clients for any and all reasons including products that are lost or damaged in transit.
A. All sales are final, non-cancellable and non-refundable, except as specified herein within the terms and conditions. We do not accept returns of products.
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B. All sales are final, non-cancellable and non-refundable except for extenuating circumstances as discussed within our terms and conditions page. Please note, delivery of your product requires a signature of receipt. We do not process replacements for not receiving your item if a delivery signature was received or the postal/carrier service has marked your item as successfully delivered. If your item arrives damaged, please email our customer service team within 2 days of receipt as listed above. You must contact us within 2 days and contact our customer service team via email at bxbeauty763@gmail.com. Details that would need to be included: Your name, address, order number , original receipt, and reason for the request, your phone number, and email address. Items that are eligible for a return, must be unopened, unused, and in the original packaging. Once your request is received and product inspected, you will receive notification via email of our decision to accept or decline the request. Please note, refunds may not be paid in full and you may be subject to shipping, handling, and restocking fees if a refund/return is processed. Items purchased on sale are final, non-cancellable, and non refundable. You are entitled only to the re-delivery of the same product ordered if the product arrives damaged and we have determined our responsibility for replacement according to Bracorriah X Beauty sole determination. This does not affect your statutory rights. In the event your claim is justified, we will re-deliver the same product ordered after proof and receipt of the damaged goods. We do request photos and video of the product and a copy of your confirmation email and receipt for proof of purchase.
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C. Any justified refunds will be issued based on the original form of payment and will only be approved upon completion of our validation process. If you paid via bank transfer you need to give this information to our customer service staff when you initiate the refund so that we can refund the money directly to your account.
D For any requests for a refund, you must contact our customer service team by writing to us at bxbeauty763@gmail.com and including details of:(a) your name;
(b) your geographical address;
(c) the order number and reason for the request;
(d) your phone number; and
(e) email address.
PRODUCT LIABILITY INSURANCE
In the event that Vendor’s total gross sales in a calendar year meets or exceeds $1,000.00, Vendor shall provide a copy of Product Liability Certificate Insurance and endorsement naming the Company as an additional insured upon request. Coverage must remain in effect during the entire duration of this Agreement and for three (3) months after the last delivery of the Company’s Products.
EXPORT CONTROL
Vendor acknowledges and agrees that Company’s products may be subject to the U.S. Export Administration Regulations. Vendor agrees that none of the purchased product, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, outside the United States, unless specifically authorized by Company.
5. Sales by You; Diversion and Counterfeit Goods; Intellectual Property; Minimum Advertised Price (MAP)
5.1 Bracorriah X Beauty vigorously protects the quality of the Products and its intellectual property rights from unauthorized sales and uses. By entering into these Terms and conditions and receiving certain limited rights to sell the Products and to use certain of Bracorriah X Beauty’s Trademarks (defined immediately below), You acknowledge that unauthorized activities by You or others with regard to the Products or Bracorriah X Beauty’s Trademarks, including without limitation unauthorized sales and uses, may impact the quality of the Products and/or Bracorriah X Beauty’s intellectual property rights. Accordingly, You agree to confine Your activities with regard to the Products and Bracorriah X Beauty’s Trademarks solely to those activities that are authorized by Bracorriah X Beauty.
5.2 Bracorriah X Beauty is the owner of a number of trademarks including but not limited to the marks that appear on the Website (“Bracorriah X Beauty’s Trademarks”). Bracorriah X Beauty has expended and continues to expend considerable resources to develop, market and promote the Products under Bracorriah X Beauty’s Trademarks. As a result, consumers and the commercial trade have come to recognize and rely upon Bracorriah X Beauty’s Trademarks as brands exclusively belonging to Bracorriah X Beauty and Bracorriah X Beauty has built substantial goodwill in Bracorriah X Beauty’s Trademarks.
5.3 Bracorriah X Beauty hereby grants YOU the non-exclusive right to sell the Products only in those locations specifically consented to by Bracorriah X Beauty after you set up your account (hereinafter referred to as the “Authorized Sale Location(s)”). YOU shall not sell the Products elsewhere and shall not sell the Products or otherwise make the Products available to anyone else to sell or otherwise exploit elsewhere (including, without limitation, on AMAZON®, EBAY®, or other online retail sites).
5.4 Bracorriah X Beauty only sells the Products directly to its own customers and through authorized retailers. Goods marketed as Bracorriah X Beauty’s Products by an unauthorized dealer have either been diverted without authorization from Bracorriah X Beauty or are counterfeit. These unauthorized dealers may operate online (for example, on AMAZON® or EBAY®) or from a brick and mortar location. Counterfeit and diverted goods may be, among other things, damaged, expired, tampered-with, made with unknown or unsafe ingredients and generally unsafe for use. Bracorriah X Beauty actively utilizes procedures to detect and stop counterfeit and diverted goods that affect Bracorriah X Beauty’s Trademarks. If YOU become aware of any such attempts by others to counterfeit or divert Bracorriah X Beauty’s Products, YOU shall notify Bracorriah X Beauty by sending an email to bxbeauty763@gmail.com.
CONFIDENTIAL INFORMATION
Each party will keep confidential the Confidential Information of the other party and will not disclose that Confidential Information except as expressly permitted by this section of the Agreement or in a signed writing between the Company and Vendor. “Confidential Information” is defined as any information supplied (whether supplied in writing, orally or otherwise) by one party to the other party marked as “confidential,” described as “confidential” or reasonably understood to be confidential. Each party will protect the confidentiality of the Confidential Information of the other party using at least reasonable security measures. The Confidential Information of a party may be disclosed by the other party to its employees and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information.
These obligations of confidentiality will not apply to information that:
•has been published or is known to the public (other than as a result of a breach of a Agreement);
•is known to the receiving party, and can be shown by the receiving party to have been known to it, before disclosure by the other party; or
•is required to be disclosed by law, or by an order (binding upon the relevant party) of a competent governmental authority, regulatory body, or stock exchange.
5.5 Bracorriah X Beauty grants You a limited, non-exclusive, non-transferable, revocable, royalty free license to use Bracorriah X Beauty’s Trademarks on an “as is” basis only as expressly directed and authorized by Bracorriah X Beauty and only during the term of these Terms and conditions. It should be understood that Bracorriah X Beauty’s direction and authorization concerning Bracorriah X Beauty’s Trademarks, including without limitation Products, labeling, packaging and advertisements incorporating Bracorriah X Beauty’s Trademarks, is subject to change at any time at Bracorriah X Beauty’s sole discretion. Upon termination or expiration of these Terms and conditions, the license granted pursuant to this Section 5.5 shall immediately cease and terminate and You will immediately discontinue the use of Bracorriah X Beauty’s Trademarks, and thereafter will not use, either directly or indirectly, in connection with its business or in any other manner whatsoever, such trademarks, or any other words, names, titles or expressions so nearly resembling the same as would be likely to lead to confusion or uncertainty or likely to deceive the public.
5.6 You agree that You will not sell Products past the date of expiration, as determined and communicated by Bracorriah X Beauty, and that You will not use, alter or modify any labeling, packaging or advertisements in any manner that is not expressly authorized by Bracorriah X Beauty. Should You have any questions about whether any such activity concerning the Products or Bracorriah X Beauty’s Trademarks is authorized or unauthorized, You should contact Bracorriah X Beauty before undertaking any such activity. Contact our customer service at bxbeauty763@gmail.com. You Vendor will not without the Company's prior written consent alter, modify, disassemble, sample or reverse engineer any of the Products.
5.7 You shall not participate in any activity, scheme or artifice to counterfeit or divert Bracorriah X Beauty’s Products or to infringe or misuse Bracorriah X Beauty’s Trademarks. Further, should You become aware of any such activity, scheme or artifice, You shall report the same to Bracorriah X Beauty by sending an email to bxbeauty763@gmail.com describing the facts and circumstances known to You in sufficient detail to assist Bracorriah X Beauty in pursuing cessation of the same.
5.8 You will comply with all applicable laws, rules and regulations in selling the Products and in otherwise dealing with the Products.
5.9 You will deliver the Products to the customer in their original container or containers, including, without limitation, any outer boxes containing the Products, and shall not repackage any of the Products for resale.
5.10 You acknowledge that Bracorriah X Beauty, because of the nature of the Products and/or Bracorriah X Beauty’s Trademarks, would suffer irreparable harm in the event of a material breach of any of the provisions of these Terms and conditions in that monetary damages would be inadequate to compensate Bracorriah X Beauty for such a breach, and that in the event of any material breach or threatened material breach by Vendor of any such provisions, Bracorriah X Beauty shall be entitled, in addition to such other legal or equitable remedies which might be available, to injunctive relief in any court of competent jurisdiction against the threatened material breach or continuation of any such material breach without showing or proving any actual damages sustained by Bracorriah X Beauty .
5.11 All Products have a published Minimum Advertised Price (MAP) which is no less than 10 percent (10%) off of the advertised retail price on the Website. The Scar and Blemish Refiner has a published Minimum Advertised Price (MAP) of $40.49.
5.12 All Product may only be ADVERTISED at or above this MAP price. If You advertise a Product for sale below the MAP, at a "call for price", "click for lower price", “enter your e-mail for lower price”, or any similar offering, or represent this visually with a line through the MAP, You will be in violation of these Terms of Use.
5.13 The advertising of any coupon or additional discount offerings (applied to the immediate or future sale) is considered to be part of the advertisement of the Product. If the advertised coupon or discount offering brings the value of the Product below the MAP, this will be deemed a violation of these Terms of Use.
5.14 If You provide Products to resellers, then You are responsible for ensuring that the resellers company information and storefront locations are included on your wholesale application and is listed on your wholesale account as a storefront selling location. If You provide Products to resellers, then You are responsible for ensuring that the resellers’ pricing coincides with the MAP policy. If You continue to provide Products to resellers known to disregard the MAP policy, then You will be considered in violation of these Terms of Use.
5.15 In addition to any other right We may have under these Terms of Use, failure to abide by the MAP policy will result in Your immediate revocation as an authorized wholesaler. We are not required to provide prior notice or to issue warnings before taking action for breach of these Terms and conditions.
PRODUCT DISCLAIMERS
Please be advised that the Products offered by the Company are not intended to diagnose, cure, mitigate, prevent, or treat any disease or health condition and they are not to be considered a medical device. The Company’s Products have not been evaluated by the Food & Drug Administration. The Vendor should communicate to its customers that they should complete a patch test and test each Product formula on a small portion of skin and wait 24 hours before usage. Additionally, the Vendor agrees to communicate to its customers that the Products should never be applied to open wounds. Customers should be advised to consult with a medical professional before using the Products if they are pregnant, breastfeeding, have sensitive skin or blood vessels, or are otherwise unsure if the Products are right for their unique situation or age group. By purchasing the Products, the Vendor understands and agrees that some ingredients, fabrics, and textures within our Product formulations and range may cause sensitivity in susceptible individuals and that the Company will not be held responsible for such occurrences. The Company is not liable for any individual reaction to any particular ingredient, fabric, or texture. Vendor agrees to prominently display the key ingredient list of all formulations on its website and not to remove any ingredient labels from any Products. Additionally, Vendor agrees to clearly explain that products that are sold by Vendor may result in physical reactions to the Products if not used according to package instructions. The Vendor is responsible for providing all product disclaimers to its customers regarding any Products Vendor purchases from the Company. The Company shall not be held responsible for any claims of liability resulting from the Vendor’s lack of disclaimers accompanying any Products sold by the Vendor.
6. Bracorriah X Beauty's Warranty; Consequential Damages Excluded; Limitation of Liability
6.1 . DISCLAIMER AND LIMITATION OF LIABILITY
ALL PRODUCTS OFFERED ON THIS SITE ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS YOU HAVE ORDERED.
The limitation of liability set forth above shall: (i) only apply to the extent permitted by law. Vendor (you) acknowledges that it has not relied on, and Bracorriah X Beauty has not made, any representations or warranties with respect to the quality or condition of the Goods/Services provided, and it is receiving the Goods/Service provided on an "as is" basis.
6.2 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, BRACORRIAH X BEAUTY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY OF TITLE; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY BRACORRIAH X BEAUTY, OR ANY OTHER PERSON ON BRACORRIAH X BEAUTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS AND CONDITIONS.
6.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED ELSEWHERE IN THESE TERMS OF USE OR AT LAW, NEITHER PARTY HERETO NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, NOR ANY AFFILIATE, SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF SAVINGS, LOSS OF OR COST OF CAPITAL, LOSS OF BUSINESS REPUTATION, LOSS OF OPPORTUNITY, LOSS OF DATA, LOSS OF ANTICIPATED PROFITS OR REVENUE, LOSS OF PRODUCT, NON-OPERATION OR INCREASED EXPENSE OF OPERATION OF EQUIPMENT OR SYSTEMS, OR COST OF PURCHASE OR REPLACEMENT PRODUCT, COSTS ARISING UNDER OR IN CONNECTION WITH THESE TERMS OF USE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING OR WHETHER CLAIMS ARE BASED OR REMEDIES ARE SOUGHT IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCT LIABILITY, OR OTHERWISE.
6.4 TO THE GREATEST EXTENT PERMITTED UNDER ANY APPLICABLE LAW, BRACORRIAH X BEAUTY’S AGGREGATE LIABILITY TO YOU ARISING DIRECTLY OR INDIRECTLY OUT OF THESE TERMS OF USE OR THE PRODUCT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID OR PAYABLE TO YOU PURSUANT TO THESE TERMS OF USE. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE FEDERAL OR STATE LAW.
6.5 The provisions of this Section 6 will survive termination of these Terms of Use.
7. Indemnification.
7.1 You agree to defend, indemnify and hold harmless Bracorriah X Beauty and its affiliates, subsidiaries, agents, licensors, managers, members, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
(i) Your use of and access to the Website, including any data or content transmitted or received by You;
(ii) Your violation of any term of these Terms of Use;
(iii) Your violation of any third-party right, including without limitation any right of privacy, right of publicity or intellectual property rights;
(iv) Your violation of any applicable law, rule or regulation;
(v) any inaccurate information that is submitted via Your account; or
(vi) any other party’s access and use of the Website with Your unique username, password, or other appropriate security code.
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You also agree to indemnify Bracorriah X Beauty for any loss, damages, or costs, including reasonable attorneys’ fees, resulting from Your use of any data gathering and extraction tools or any other action You take that imposes an unreasonable burden or load the infrastructure of the Website.
Vendor agrees to indemnify and hold harmless Company and its subsidiaries and affiliates, and their directors, officers, employees, agents, partners, members, shareholders and owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) insofar as such losses, or actions in respect thereof, arise from or are based on:
•Any failure or breach of any representation, warranty, covenant, or agreement made by Vendor herein;
•Any misuse of Company’s name or trademark.
•Any claim related to Vendor’s website, including, without limitation, content therein not attributable to Company, or lack of product disclaimers listed.
If any action or proceeding is brought against Company by reason of any of the foregoing matters, Vendor shall defend Company at Vendor’s expense by counsel reasonably satisfactory to Company. Company need not have first paid any such claim in order to be defended or indemnified. In the event that any action, suit or proceeding is brought against the Vendor due to the sole actions of Company or the actions of Company’s manufacturers and not to any action or contributing failure of the Vendor, the Vendor shall at once give notice in writing to Company and provide Company with the opportunity to defend against such action. Company shall advise the Vendor within 30 calendar days if it and/or its liability insurance carrier will undertake the defense. This decision rests solely with Company. Notwithstanding the foregoing, Vendor understands that the Company’s liability insurance policy insures solely to the Vendor specified herein, not to third parties.
8. Interest.
8.1 If any amount owing under these Terms of Use is not paid when due, such amount will bear interest at the rate of 10% per annum. The provisions of this Section 8 will survive termination of these Terms of Use.
9. Termination.
9.1 Either Bracorriah X Beauty or You may terminate these Terms of Use at any time by giving notice of termination to the other. Termination of these Terms of Use will be without prejudice to the rights and obligations accrued to the date of termination.
9.2 After termination of these Terms of Use, You may sell, as provided in Section 5, any units of the Products which You have or subsequently receive, unless You are in default at the time of termination. Provided further, however, that You agree that You will not sell Products past the date of expiration. Vendor may cease selling the Products at any time and may deactivate their seller account on the Website at any time. However, this Agreement will continue in force until the earlier of the termination of the Agreement in accordance with the provisions of this section.
This Agreement may be terminated in the following circumstances:
•either the Company or Vendor may terminate the Agreement immediately by giving written notice to the other if the other party commits any material breach of any term of the Agreement and (if such breach is capable of remedy) fails to remedy such breach within 14 calendar days of being notified in writing to do so;
•the Company may terminate the Agreement immediately by giving written notice to the Vendor if the Vendor fails to pay to the Company any amount due under the Agreement by the due date for payment;
•the Company may terminate the Agreement immediately by giving written notice to the Vendor if the Vendor fails to accept delivery of the Products; or
•either the Company or Vendor may terminate the Agreement for any other reason by giving 30 calendar days’ written notice to the other.
•Upon termination of this Agreement, all the provisions of this Agreement will continue to have effect, save that the following provisions of these terms will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): PUBLICITY, NOTICES, TITLE, PRODUCT DISCLAIMER, PRODUCT LIABILITY INSURANCE, CONFIDENTIAL INFORMATION, INDEMNIFICATION, GOVERNING LAW, ARBITRATION, WAIVER AND SEVERABILITY, AND ENTIRE TERMS AND CONDITIONS AGREEMENT.
•Termination of this Agreement will not affect either party's accrued rights (including accrued rights to be paid and accrued rights to a remedy for breach of condition) as at the date of termination. The Company will not purchase Products back or accept returns due to termination.
10. Notices.
10.1 Provided that the party giving such notice obtains acknowledgement or confirmation by email transmission that such notice has been received by the party to be notified, all notices and other communications and approvals permitted or required by the provisions of these Terms of Use shall be in writing and shall be sent via e-mail to the email address as provided in Section 10.2 below. By giving to the other party hereto at least ten (10) days’ notice thereof, each party hereto shall have the right from time to time and at any time while these Terms of Use are in effect to change its respective email address and each shall have the right to specify as its new email address any email address. Any notice given under this Agreement must be in writing (whether or not described as "written notice" in these Terms) and must be delivered personally, sent by pre-paid first-class mail, or sent by fax or email, for the attention of the relevant person, and to the relevant address, fax number or email address provided during the wholesale vendor registration process.
10.2 Bracorriah X Beauty ’s notice to You will be sent to You based on the most recent contact information that You provided to Bracorriah X Beauty. But if such information is not current, then Bracorriah X Beauty will satisfy its obligation to provide notice by sending its notice to You to Your most recent email address provided in your account. Your notice to Bracorriah X Beauty must be sent via email to: bxbeauty763@gmail.com.
11. Amendment and Waiver; Severability.
11.1 Bracorriah X Beauty reserves the right, in Bracorriah X Beauty ’s sole discretion, to change these Terms of Use at any time by posting a revised Terms of Use on the Website. It is Your responsibility to check periodically for any changes Bracorriah X Beauty may make to these Terms of Use. Your continued use of the Website following the posting of changes to these Terms of Use means You accept the changes. You accept the changes unless written communication is provided to Bracorriah X Beauty regarding changes made following the posting of changes to these Terms of Use.
11.2 If any provision or any part of any provision of these Terms of Use shall not be valid for any reason, such provision shall be entirely severable from, and shall have no effect upon, the remainder of these Terms of Use. Any such invalid provision shall be subject to partial enforcement to the extent necessary to protect the interests of the parties.
11.3 No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Bracorriah X Beauty ’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
12. Waiver of Injunctive or Other Equitable Relief.
12.1 IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES DIRECLTY OR INDIRECTLY IN CONNECTION WITH THE PRODUCTS OR YOUR USE OF THE WEBSITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. TO THE GREASTEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE ANY AND ALL RIGHTS TO SEEK AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND AGAINST BRACORRIAH X BEAUTY.
13. Dispute Resolution.
13.1 PLEASE READ THIS ENTIRE SECTION CAREFULLY, AS YOU ARE WAIVING CERTAIN LEGAL RIGHTS IN THE EVENT OF ANY DISPUTE WITH BRACORRIAH X BEAUTY AND ARE AGREEING TO BINDING ARBITRATION, AMONG OTHER THINGS.
13.2 If any controversy, allegation, dispute or claim arises out of or relates to the Product, these Terms of Use, or any other controversy, allegation, dispute or claim against Bracorriah X Beauty regarding any interaction or transaction between You and or Bracorriah X Beauty , whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Bracorriah X Beauty ’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in 13.8), then You and Bracorriah X Beauty agree to engage in good-faith informal efforts to resolve the Dispute or Excluded Dispute by sending a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Bracorriah X Beauty ’s notice to You will be sent to You based on the most recent contact information that You provided to Bracorriah X Beauty . But if such information is not current, then Bracorriah X Beauty will satisfy its obligation to provide notice by sending its notice to You to Your most recent email address provided in your account. Your notice to Bracorriah X Beauty must be sent via email to: bxbeauty763@gmail.com. The written description included in Your notice must provide at least the following information: Your name; the nature or basis of the claim or dispute; the date of any purchase or transaction at issue (if any and if available), and the relief sought. For a period of sixty (60) days from the date of receipt of notice from the other party, Bracorriah X Beauty and You agree to negotiate in good faith about the dispute through an informal telephonic dispute resolution conference between You and Bracorriah X Beauty in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either You or Bracorriah X Beauty to resolve the Dispute or Excluded Dispute on terms with respect to which You and Bracorriah X Beauty , in each of our sole discretion, are not comfortable. If either party is represented by counsel, that party’s counsel may participate in the informal telephonic dispute resolution conference, but the party also must appear at and participate in the conference. This informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this informal dispute resolution process.
13.3 If we cannot resolve a Dispute as set forth in Section 13.2 within sixty (60) days of receipt of the notice, then ANY DISPUTE ARISING BETWEEN YOU AND Bracorriah X Beauty (whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, any other intentional tort or negligence), common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory), whether arising before or after the effective date of these Terms of Use, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION.
13.4 The Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between Bracorriah X Beauty and You regarding these Terms of Use. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Bracorriah X Beauty and You agree, however, that the applicable state, federal or provincial law, as contemplated in Section 13.10 below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between You and Bracorriah X Beauty regarding these Terms of Use and the Products or any other type of Dispute, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles. An Excluded Dispute will only be subject to binding arbitration if the parties mutually agree.
13.5 Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”) Rules (collectively, “Rules”), except as modified herein, and the arbitration will be administered by the AAA.
13.6 If after sixty (60) days the informal dispute resolution procedure set forth in Section 13.2 above is unsuccessful in resolving the parties’ dispute, a party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Rules. The arbitration shall be heard by a single arbitrator, unless the claim amount exceeds $500,000.00, in which case the dispute shall be heard by a panel of three arbitrators. The arbitrator(s) shall be either a retired judge or an attorney licensed to practice law in the state of Minnesota. The parties will first attempt to agree on an arbitrator(s). If the parties are unable to agree upon an arbitrator within twenty one (21) days of receiving the AAA’s list of eligible neutrals, then the AAA will appoint the arbitrator in accordance with the Rules. The arbitrator(s) shall not award consequential damages in any arbitration initiated under this Section. The arbitrator’s award of damages and/or other relief must be consistent with the terms of the limitation of liability in Section 6 above as to the types and the amounts of damages or other relief for which a party may be held liable. Pursuant to the Commercial Arbitration Rules, the arbitrators will have the authority to allocate the costs of the arbitration process among the parties, but will only have the authority to allocate attorneys' fees if a particular law permits them to do so. If the arbitrator finds that either the substance of Your claim or the relief sought in Your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), Bracorriah X Beauty will have the right to recover its attorneys’ fees and expenses. This arbitration provision shall survive termination of these Terms of Use or the Service.
13.7 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST BRACORRIAH X BEAUTY, THEN YOU MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 13.2) WITHIN ONE (1) MONTH AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (a) by delivery of written notice as set forth above in Section 13.2; or (b) filing for arbitration as set forth in Section 13.6.
13.8 The foregoing provisions of this Section 13 will not apply to any legal action taken by Bracorriah X Beauty to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to Bracorriah X Beauty ’s intellectual property rights (including any that Bracorriah X Beauty may claim are in dispute), Bracorriah X Beauty ’s operations, and/or Bracorriah X Beauty ’s Products.
13.9 Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or federal court in the state of Minnesota. Accordingly, You and Bracorriah X Beauty consent to the exclusive personal jurisdiction and venue of such courts for such matters.
13.10 These Terms of Use will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with the laws of the State of Minnesota, without regard to its conflicts of law provisions.
14. Confidentiality.
14.1 You acknowledge that as a result of Your dealings with Bracorriah X Beauty , that You may be privy to certain confidential information of Bracorriah X Beauty , including but not limited to wholesale pricing, business processes, sales models, strategies, research, algorithms, software, operational data, policies, methods, plans, agreements, contracts, financial data, customer databases and information, vendor information, trade secrets, know-how, and other documents (collectively the “Confidential Information"). You understand that the above list is not exhaustive, and that Confidential Information also includes other Confidential Information that is marked or otherwise identified or treated as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. Confidentiality obligations shall not extend to information that is in the public domain, has become public domain other than by Your breach of confidentiality, that is lawfully received from third parties, or to the extent You are held to disclose information under the law or by governmental or judicial order, in which case You shall notify Bracorriah X Beauty immediately and cooperate in seeking a protective order. You agree to, in perpetuity, hold Bracorriah X Beauty ’s Confidential Information in strictest confidence, and You shall not disclose Confidential Information to any third party without prior written consent from Bracorriah X Beauty . Nothing in this agreement conveys title, rights, or interest to You in any of Bracorriah X Beauty Confidential Information or intellectual property rights.
GOVERNING LAW
All matters relating to this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Minnesota, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of, or related to, this Agreement shall be instituted exclusively in the federal courts of the courts of the State of Minnesota, in each case located in the County of Hennepin, although we retain the right to bring any suit, action or proceeding against you for breach of this Agreement in your county of residence, or any other relevant county. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
ARBITRATION
If you have any issue or dispute with the Company, you agree to first contact us at bxbeauty763@gmail.com and attempt to resolve the dispute with us informally. If we are not been able to resolve the dispute with you informally, both parties agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Unless both parties agree otherwise, the arbitration will be conducted in Hennepin County, Minnesota. Each party will be responsible for paying their respective AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
WAIVER AND SEVERABILITY
No waiver by the Company of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.
ENTIRE AGREEMENT
This Agreement, along with the Company’s general website Terms of Use, Terms & Conditions, Privacy Policy, Wholesale Application, and any other signed agreements that incorporate this Agreement by reference, constitute the sole and entire agreement between Vendor and the Company with respect to the Products, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Products. No modification of this Agreement will be binding unless in writing and signed by both the Company and Vendor. All rights and remedies hereunder are cumulative.
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15. Section Headings.
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15.1 Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of these Terms of Use.