Overview and Acceptance of Use

Welcome to Bargain Wholesale Inc.! Bargain Wholesale Inc. (“Bargain Wholesale Inc.”) is a curated wholesale online marketplace that connects creative brands with retailers, accessible through its websites (collectively, the “Site”). In these Terms of Service (“Terms”), the terms “Bargain Wholesale Inc.,” “our,” “us,” and “we” refer to Bargain Wholesale Inc., while “you” and “your” refer to any visitor to the Site, including any Member (as defined below). These Terms govern your access to and use of the Services and Collective Content (defined below) and constitute a binding legal agreement between you and Bargain Wholesale Inc.

Please carefully read these Terms, along with our Privacy Policy, Retailer Terms of Service, and Brand Terms of Service, all of which are incorporated by reference and govern your access to and use of the Services. The Services are available exclusively to users who are 18 years or older. By using the Services, you confirm that you meet the legal age requirement to form a binding contract with Bargain Wholesale Inc. If you do not meet this requirement, you are not permitted to access or use the Services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such cases, “you” and “your” will refer to that entity.

BY ACCESSING OR USING THE SERVICES (INCLUDING DOWNLOADING OR POSTING ANY CONTENT ON THE SERVICES), YOU AGREE TO BE BOUND BY THESE TERMS AND ALL REFERENCED POLICIES. THIS AGREEMENT APPLIES WHETHER OR NOT YOU HAVE REGISTERED ON OR THROUGH THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES OR ANY COLLECTIVE CONTENT.

THESE TERMS REQUIRE ARBITRATION TO RESOLVE INDIVIDUAL DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMIT THE REMEDIES AVAILABLE IN THE EVENT OF A DISPUTE. YOUR AGREEMENT TO THESE TERMS INDICATES YOUR UNDERSTANDING AND ACCEPTANCE OF THE ARBITRATION PROVISION DETAILED IN SECTION 26 BELOW.

Modification

We reserve the right, at our sole discretion, to modify, suspend, discontinue, or terminate the Services or any content, feature, or material we provide, or to modify these Terms, at any time and without prior notice. We have no obligation to update any information. We will not be liable if, for any reason, all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Services to users, including Members. You agree that it is your responsibility to monitor changes to our Services.

If we modify these Terms, we will post the changes on the Site or via the Application and/or provide you with notice. By continuing to access or use the Services thereafter, you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.

Account Registration

To access certain features of the Services, you must register to create an account (“Account”) and become a member. You can register directly through the Site, during which you will be required to provide specific information and set up a username and password. You agree that all information provided during registration (and in any subsequent interactions with Bargain Wholesale Inc. and the Services), including through any interactive features of the Services, is governed by our Privacy Policy. By registering, you consent to all actions we take concerning your information in accordance with our Privacy Policy.

You agree to provide accurate, up-to-date, and complete information during registration, and to keep this information current by updating it as necessary. We reserve the right to temporarily suspend or permanently terminate your Account if the information you provide is found to be inaccurate, outdated, or incomplete.

You are responsible for protecting your password and agree not to share it with any third party. You acknowledge that you are solely responsible for all activities or actions that occur under your Account, whether or not authorized by you. In the event of any unauthorized use of your Account, you agree to notify us immediately.

We reserve the right to disable any username, password, or other identifier, whether selected by you or assigned by us, at any time and at our discretion, for any reason or no reason, including if we believe you have violated any provision of these Terms.

Ownership

The Services and Collective Content are protected by copyright, trademark, and other intellectual property laws of the United States and foreign countries. You acknowledge and agree that the Services and Collective Content, excluding your specific Member Content, along with all related intellectual property rights, are the exclusive property of Bargain Wholesale Inc., its licensors, and/or other material providers. Except as expressly provided in these Terms, no licenses are implied. You may not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary notices that are incorporated into or accompany the Services or Collective Content.

Additionally, Bargain Wholesale Inc. is the owner of pending, registered, and/or unregistered trademarks, trade dress, and trade names that appear on the Services, including the Bargain Wholesale Inc. name and logo, along with all related names, logos, product and service names, designs, and slogans. You agree not to use any of these marks without prior written consent from Bargain Wholesale Inc. Any other trademarks, service marks, logos, trade names, or proprietary designations that appear are the trademarks or registered trademarks of their respective owners.

License Granted by Bargain Wholesale Inc.

(a) A non-transferable, non-exclusive, revocable, and limited license, with no right to sublicense, to use and access the Services, and to view any Collective Content to which you are permitted access, solely for the purposes outlined in these Terms; and

(b) A limited, non-exclusive, revocable, and non-transferable license to download and install a copy of the Application on your device solely for your use of the Services.

Restrictions:

The rights granted to you under these Terms are subject to the following restrictions:

(a) You may not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services or Collective Content;

(b) You may not copy, reproduce, distribute, modify, adapt, create derivative works of, publicly display, perform, stream, broadcast, republish, download, disassemble, reverse compile, reverse engineer, store, post, or transmit any material or content on our Services; and

(c) You may not interfere with or circumvent any feature of the Services, including security or access control mechanisms, except as expressly permitted in these Terms.

No additional licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Bargain Wholesale Inc., its licensors, or others, except as explicitly stated in these Terms. If you violate any rights of Bargain Wholesale Inc., its licensors, or others, your right to use the Services will be immediately revoked, and you must, at our discretion, return or destroy any copies of the materials you have created.

License Granted by Member

To fully utilize the Services, Members may provide or make available Member Content for use in connection with the Services. By doing so, you grant Bargain Wholesale Inc. a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display, and publicly perform such Member Content on, through, or by means of the Services and/or any advertising, marketing, publicity, or other initiatives or events by Bargain Wholesale Inc.

Bargain Wholesale Inc. does not claim ownership of any Member Content, and nothing in these Terms limits your rights to use and exploit your own Member Content.

You acknowledge and agree that you are solely responsible for any Member Content you make available through the Services and represent that:

(a) You are the sole owner of the Member Content or have obtained all necessary rights, licenses, consents, and releases to grant Bargain Wholesale Inc. the rights to use the Member Content as outlined in these Terms; and

(b) The Member Content, and its use as described here, does not infringe, misappropriate, or violate any third-party rights, and does not contain libelous, misleading, abusive, obscene material, or viruses/malware.

You agree not to use a false email address, impersonate someone else, or otherwise mislead Bargain Wholesale Inc. or third parties about the origin of any content. You are solely responsible for the accuracy of the Member Content you provide. Bargain Wholesale Inc. assumes no liability for any Member Content posted by you or third parties, and you agree to indemnify Bargain Wholesale Inc. in accordance with the terms outlined below.

Feedback

We welcome and encourage you to provide feedback, comments, and suggestions (“Feedback”). By submitting Feedback, you grant Bargain Wholesale Inc. a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license to use, copy, modify, create derivative works, and otherwise exploit the Feedback for any purpose.

Procedure for Claiming Intellectual Property Infringement – DMCA Notice

Bargain Wholesale Inc. respects intellectual property laws and expects its users to do the same. Accounts of Members who infringe, or are believed to infringe, the intellectual property rights of others may be terminated.

Information We Collect About You

All information we collect when you apply for an account or use the Services is governed by our Privacy Policy. By using the Services, you consent to the Privacy Policy and all actions we take in compliance with it.

Termination and Account Cancellation

If you breach any of these Terms, Bargain Wholesale Inc. reserves the right to suspend or disable your Account or terminate these Terms at its discretion and without prior notice. Access to the Services and Collective Content may be revoked at any time. If we terminate these Terms due to your breach, you remain liable for all amounts owed. You may cancel your Account at any time by contacting us.

Disclaimers

The Services and Collective Content are provided “as is,” without any warranties, express or implied. Bargain Wholesale Inc. does not guarantee that the Services or Collective Content will meet your requirements or be uninterrupted, secure, or error-free. No advice or information obtained from Bargain Wholesale Inc. creates any warranty not expressly stated here.

Indemnity

You agree to defend, indemnify, and hold Bargain Wholesale Inc. and its affiliates, partners, officers, employees, agents, licensors, and service providers harmless from any claims, liabilities, damages, or expenses arising from your violation of these Terms or use of the Services, including your Member Content.

Limitation of Liability

You agree that Bargain Wholesale Inc. is not liable for any indirect, incidental, or consequential damages arising from your use of the Services.

Governing Law and Jurisdiction

These Terms are governed by the laws of the State of California. Any legal action must be brought exclusively in the state or federal courts located in the Northern District of California.

Export Control

You agree to comply with all U.S. and international export laws and regulations. You represent that you are not in a restricted country and not on any prohibited party list.

Assignment

You may not assign these Terms without prior written consent. Bargain Wholesale Inc. may assign or transfer these Terms at its discretion.

Notices

Notices may be provided: (a) via email to the address associated with your account, or (b) by posting on the website. For emails, the date of transmission is the date of receipt.

Contact Us

If you have any questions about these Terms, please contact Bargain Wholesale Inc. at sales@bargainwholesaleinc.com