ELITE DISTRIBUTION LLC. TERMS OF SERVICE

1. Overview and Acceptance of Use

Welcome to Elite Distributor LLC!Elite Distributor LLC Wholesale, Inc. (“Elite Distribution LLC”) 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 “Elite Distribution LLC,” “our,” “us,” and “we” refer toElite Distributor LLC, 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 andElite Distributor LLC.

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 withElite Distributor LLC. 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.

2. 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 thereon, or to modify these Terms, at any time and without prior notice, and have no obligation to update any information thereon. 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 modification on the Site or via the Application and/or provide you with notice of the modification. By continuing to access or use the Services thereafter, you are indicating that 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.

3. 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 the registration process (and in any subsequent interactions withElite Distributor LLC 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 or the information you provide, in accordance with our Privacy Policy.

You agree to provide accurate, up-to-date, and complete information during the registration process, and to ensure that this information remains accurate, current, and complete by updating it as necessary. We reserve the right to temporarily suspend or permanently terminate your Account if the information you provide during registration or thereafter 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, regardless of whether you have authorized them. 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.

4. 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 ofElite Distributor LLC, 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,Elite Distributor LLC is the owner of pending, registered, and/or unregistered trademarks, trade dress, and trade names that appear on the Services, including theElite Distributor LLC 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 fromElite Distributor LLC. Any other trademarks, service marks, logos, trade names, or proprietary designations that appear are the trademarks or registered trademarks of their respective owners.

5. License Granted by Elite Distributor LLC

(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, in whole or in part, 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 byElite Distributor LLC, its licensors, or others, except as explicitly stated in these Terms. If you violate any rights ofElite Distributor LLC, 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.

6. 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 grantElite Distributor LLC 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 byElite Distributor LLC.Elite Distributor LLC 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. You represent and warrant that: 

(a) You are either the sole owner of the Member Content or have obtained all necessary rights, licenses, consents, and releases to grantElite Distributor LLC 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 patents, copyrights, trademarks, trade secrets, moral rights, privacy rights, publicity rights, or any other intellectual property or legal rights. Additionally, the content must not include libelous, misleading, abusive, harassing, obscene material, or contain any viruses or malware that could affect the operation of the Services, nor result in the violation of any applicable laws or regulations.

You agree not to use a false email address, impersonate someone else, or otherwise misleadElite Distributor LLC or third parties about the origin of any content or posts. You are solely responsible for the accuracy of the Member Content you provide.Elite Distributor LLC takes no responsibility and assumes no liability for any Member Content posted by you or third parties, and you agree to indemnifyElite Distributor LLC in accordance with the terms outlined in the Indemnification section of these Terms.

7. Feedback

We welcome and encourage you to provide feedback, comments, and suggestions for improving the Services (“Feedback”). By submitting any Feedback to us (through any communication channel), you acknowledge and agree that you grant us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any intellectual property rights you own or control. This license allows us to use, copy, modify, create derivative works, and otherwise exploit the Feedback for any purpose.

8.Procedure for Claiming Intellectual Property Infringement – DMCA Notice

Elite Distribution LLC respects intellectual property laws and expects its users to do the same. It is our policy to terminate, in appropriate circumstances, the accounts of Members or other account holders who infringe, or are believed to be infringing, the intellectual property rights of others.

9. Information We Collect About You

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

10. Termination and Account Cancellation

If you breach any of these Terms,Elite Distributor LLC reserves the right to suspend or disable your Account or terminate these Terms at its sole discretion and without prior notice. We may revoke your access to and use of the Services and Collective Content at any time, with or without cause. IfElite Distributor LLC terminates these Terms due to your breach, you will remain liable for all amounts owed. You may cancel your Account at any time by contacting us.

11. Disclaimers

THE SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING,Elite Distributor LLC EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.Elite Distributor LLC DOES NOT WARRANT THAT THE SERVICES OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR COLLECTIVE CONTENT PURCHASED OR OBTAINED THROUGH THE SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROMElite Distributor LLC OR THROUGH THE SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER INDIVIDUALS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND THATElite Distributor LLC DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SERVICES, NOR DOES IT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS.Elite Distributor LLC MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER INDIVIDUALS YOU COMMUNICATE OR INTERACT WITH AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU CHOOSE TO MEET OFFLINE OR IN PERSON.

12. Indemnity

You agree to defend, indemnify, and holdElite Distributor LLC, along with its parent company, subsidiaries, affiliates, partners, successors, and assigns, as well as their respective owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers, and third-party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal and accounting fees) arising from or related to your violation of these Terms, any applicable laws, the rights of a third party, or your use of the Services, including your Member Content.

13. LIMITATION OF LIABILITY

You agree to defend, indemnify, and holdElite Distributor LLC, along with its parent company, subsidiaries, affiliates, partners, successors, and assigns, as well as their respective owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers, and third-party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal and accounting fees) arising from or related to your violation of these Terms, any applicable laws, the rights of a third party, or your use of the Services, including your Member Content.

14. Controlling Law and Jurisdiction

These Terms, and any actions related to them, will be governed by the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding permitted under these Terms will be brought exclusively in the state or federal courts located in the Northern District of California, and both parties agree to waive any objections to the jurisdiction and venue of such courts.

15. Export Control

You agree to fully comply with all U.S. and international export laws and regulations, ensuring that neither the Application, any related technical data, nor any direct products derived from it are exported or re-exported, directly or indirectly, in violation of or for any purposes prohibited by such laws and regulations. You represent and warrant that: (a) you are not located in a country subject to a U.S. Government embargo or designated by the U.S. Government as a “terrorist-supporting” country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

16. Assignment

You may not assign or transfer these Terms, whether by operation of law or otherwise, without the prior written consent ofElite Distributor LLC. Any attempt to assign or transfer these Terms without such consent will be void and without effect.Elite Distributor LLC may assign or transfer these Terms at its sole discretion without restriction. Subject to the above, these Terms will be binding upon and benefit the parties, their successors, and permitted assigns.

17. Notices

Any notices or communications required or permitted under these Terms, including those related to modifications, will be provided in writing and delivered: (a) byElite Distributor LLC via email (to the primary email address associated with your account); or (b) by posting on the website. For notices sent by email, the date of receipt will be considered the date the notice is transmitted.

18. Contact Us

If you have any questions about these Terms, please contactElite Distributor LLC at.