Terms of Service
GENERAL SITE - TERMS OF SERVICE
Welcome to Indie & Main, LLC ("Indie & Main"), a curated wholesale online marketplace connecting vendors with retailers, accessible through its websites (collectively, the "Site") and mobile applications (collectively, the "Application") (together, the "Services").
Throughout these Terms of Service ("Terms"), (i) the terms "you" and/or "your" refer to any visitor of the Site and/or the Application and any user of the Services, including any User (as defined below), and (ii) the terms "Indie & Main", "our", "us", and/or "we" refer to Indie & Main.
These Terms govern your access to and use of the Services and Combined Content (defined below), and constitute a binding legal agreement between you and Indie & Main.
The Services are offered and available only to users who are 18 or older. By using the Services, you represent and warrant that you are of legal age to form a binding agreement with Indie & Main and meet the eligibility requirements. If you do not meet the eligibility requirements, you must not access or use the Services.
If you are entering into these Terms on behalf of a legal entity, you represent and warrant that you have the authority to bind that party to these Terms and, in such event, "you" and "your" will refer and apply to that party.
2. Acceptance of Use.
BY ACCESSING OR USING THE SERVICES (INCLUDING BY POSTING, DOWNLOADING OR UPLOADING ANY CONTENT FROM OR ONTO THE SERVICES), YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OTHER TERMS AND POLICIES REFERENCED IN THESE TERMS. IF YOU DO NOT AGREE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES OR THE COMBINED CONTENT.
ARBITRATION SHALL BE USED TO RESOLVE DISPUTES, (RATHER THAN JURY TRIALS OR CLASS ACTIONS) AND REMEDIES AVAILABLE TO YOU SHALL BE LIMITED IF THERE IS A DISPUTE. YOUR AGREEMENT TO THESE TERMS INDICATES YOUR AGREEMENT THAT YOU HAVE READ AND UNDERSTAND THE ARBITRATION PROVISION SET FORTH IN THESE TERMS BELOW.
We reserve the right, in our sole discretion to modify, suspend, discontinue or terminate the Services or any content, feature or material that 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. 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. 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 sole recourse is to cease using the Services.
4. Certain Definitions.
The following terms shall have the following meanings in these Terms:
"Combined Content" means, collectively, the User Content and the Indie & Main Content.
"Content" means text, graphics, images, music, software (excluding the Application), audio, video, information, data or other materials.
"Indie & Main Content" means Content that Indie & Main makes available through the Services including any Content licensed from a third party, but excluding User Content.
"Retailer" means a buyer who purchases goods through the Services for the purpose of resale.
"User" means Retailers and Vendors.
"User Content" means Content that a User posts, uploads, publishes, submits or transmits to Indie & Main to be made available through the Services.
"Vendor" means a seller who offers to sell and/or sells its goods to Retailers through the Services.
5. Registration to Create Account.
To access certain features of the Services and to post any User Content thereon, you must register to create an account ("Account") and become a User.
Indie & Main offers the following two types of Accounts.
Retailer Account. The first is a "Retailer Account" for Retailers.
Vendor Account. The second is a "Vendor Account" for Vendors.
Each type of Account gives access to different aspects of the Services.
Retailers may register directly via the Site.
During the registration process, you will be required to provide certain information (depending on the type of Account), and you will establish a username and a password.
You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete.
We reserve the right to temporarily suspend or permanently terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.
You are responsible for safeguarding your password and you agree that you will not disclose it to any third party.
You agree that you are solely responsible for any activities or actions under your Account, whether you authorized them or not. You will immediately notify us of any unauthorized use of your Account.
We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
6. Different Accounts..
The Services and Combined Content are each protected by copyright, trademark and other laws of the United States and foreign countries. You agree that the Services and Combined Content, excluding your specific User Content, including all associated intellectual property rights, are the exclusive property of Indie & Main, its licensors and/or other providers of such material. Other than expressly stated herein, there are no implied licenses granted under these Terms. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Combined Content. Additionally Indie & Main is the owner of pending, registered and/or unregistered trademarks, trade dress and trade name appearing on the Services, including the Indie & Main name and logo, and all related names, logos, product and service names, designs and slogans. You agree to not use such marks without Indie & Main's prior written permission. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
8. License Granted to Indie & Main.
To get the most out of the Services, Users can provide or otherwise make User Content available to us for use in connection with the Services. For these purposes, you hereby grant to Indie & Main a, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display and publicly perform (through any means necessary) such User Content on, through or by means of the Services and/or any of Indie & Main's advertising, marketing, publicity or other initiatives or events. Indie & Main does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any User Content.
You agree that you are solely responsible for any and all User Content that you make available through the Services. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all such User Content or you have all rights, licenses, consents and releases necessary to grant to Indie & Main the rights in such User Content as contemplated under these Terms; and (b) neither the User Content or any portion thereof nor your posting, uploading, publication, submission or transmittal of the User Content or Indie & Main's use of the User Content (or any portion thereof) on, through or by means of the Services and/or third party platforms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain libelous, misleading, or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any User Content you make and its accuracy. Indie & Main takes no responsibility and assumes no liability for any User Content posted by you or any third party, and you agree to indemnify Indie & Main per the terms of the Indemnification section herein.
9. Social Media Sites Content..
As a User, you may link your social media accounts to your Vendor Account or Retailer Account (collectively, "Social Media Accounts"). PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SOCIAL MEDIA SERVICE PROVIDERS ASSOCIATED WITH YOUR SOCIAL MEDIA ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SOCIAL MEDIA SERVICE PROVIDERS. Indie & Main makes no effort to review any Social Media Account Content for any purpose, including for accuracy, legality or non-infringement and Indie & Main is not responsible for any Social Media Account Content. Indie & Main may, however, at any time and without prior notice block any Social Media Account Content or request that you remove any Social Media Account Content that in Indie & Main's sole judgment violates these Terms or is otherwise objectionable.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services ("Feedback"). You agree that if you submit any Feedback to us (through any communication channel), you hereby grant to us a non-exclusive, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
11. No Reliance on Information Posted..
The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site or user of the Services, or by anyone who may be informed of any of its contents.
The Services include content provided by third parties, including materials provided by other users, Users, bloggers and third party licensors. All statements and opinions expressed in these materials, and all articles and responses to questions and other Content, other than Indie & Main Content, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Indie & Main. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
12. Third Party Website Links.
The Services may contain links to third-party websites or resources. You agree that Indie & Main is not responsible or liable for: (a) the availability or accuracy of such websites or resources; or (b) the Content, products or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Indie & Main of such websites or resources or the Content, products or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources.
13. Prohibited Uses.
You agree not to do any of the following
(a) Use, embed, display, mirror or frame the Site or Application, or any individual element within the Services, Indie & Main's name, any Indie & Main trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Indie & Main's express written consent or as enabled by features made available by Indie & Main (e.g., widgets) (you may link to Indie & Main's homepage, so long as you do not imply or suggest any form of association, approval or endorsement on our behalf without our express written consent but you may not link to the Site in a libelous, misleading or otherwise unlawful manner, or in any manner that violates these Terms);
(b) Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
(c) Attempt to probe, scan, or test the vulnerability of any Indie & Main system or network or breach any security or authentication measures;
(d) Access, tamper with or use non-public areas of the Site or Application, Indie & Main's computer systems or the technical delivery systems of Indie & Main's providers;
(e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Indie & Main or any of Indie & Main's providers or any other third party (including another user) to protect the Services or Combined Content;
(f) Impersonate or misrepresent your affiliation with any person or entity;
(g) Use any meta tags or other hidden text or metadata utilizing a Indie & Main trademark, logo URL or product name without Indie & Main's express written consent;
(h) Use the Services or Combined Content in any manner not permitted by these Terms;
(i) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Combined Content to send altered, deceptive or false source-identifying information;
(j) Attempt to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Services or Combined Content;
(k) Interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming or mail-bombing the Services;
(l) Attempt to access or search the Services or Combined Content or download Combined Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Indie & Main or other generally available third party web browsers;
(m) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation to, through, or with any assistance from, the Services;
(o) Violate any applicable law or regulation; or
(p) Encourage or enable any other third party to do any of the foregoing.
Indie & Main will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Indie & Main may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Indie & Main has no obligation to monitor your access to or use of the Services or Combined Content, or to review or edit any Combined Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Indie & Main reserves the right, at any time and without prior notice, to remove or disable access to any User Content or Combined Content that Indie & Main, in its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Services. Indie & Main reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if Indie & Main suspects illegal activity may be taking place.
14. Electronic Communications.
When you visit this Site, use the contact form or send e-mails to Indie & Main, you are communicating with Indie & Main electronically. You consent to receive communications from Indie & Main electronically. Indie & Main will communicate with you by e-mail, social media or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that Indie & Main provides to you electronically satisfy any legal requirement that such communications be in writing.
15. Telephone Calls/Texts.
Indie & Main, and those acting on Indie & Main's behalf, may contact you by telephone or text message (including through use of an automatic telephone dialing system) at the telephone numbers you have provided to us. These messages may include operational messages about your use of the Service. You understand that you are not required to consent to communications as a condition of purchasing any property, goods or services. You may opt out of receiving telephone calls or text messages from us at any time, either by texting the word "STOP" in response to a text message received from us using the mobile device that is receiving the messages. You may continue to receive text messages for a short period while Indie & Main processes your request, and you may also receive text messages confirming the receipt of your opt-out request. Opting out of receiving operational text messages may impact the functionality of the Services. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier.
16. Intellectual Property Infringement – DMCA Notice.
Indie & Main respects intellectual property laws and expects its users to do the same. It is Indie & Main's policy to terminate, in appropriate circumstances, Users or other account holders who infringe or are believed to be infringing the intellectual property rights of others.
17. Information We Collect About You.
18. Termination/Account Cancellation.
If you breach any of these Terms, Indie & Main will have the right to suspend or disable your Account or terminate these Terms, in its sole discretion and without prior notice to you. Indie & Main reserves the right to revoke your access to and use of the Services and Combined Content at any time, with or without cause. In the event Indie & Main terminates these Terms for your breach, you will remain liable for all amounts due hereunder. You may cancel your Account at any time by sending an email to firstname.lastname@example.org.
THE SERVICES AND COMBINED CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, INDIE & MAIN EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. INDIE & MAIN MAKES NO WARRANTY THAT THE SERVICES OR COMBINED CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. INDIE & MAIN MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR COMBINED 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 FROM INDIE & MAIN OR THROUGH THE SERVICES OR COMBINED CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT INDIE & MAIN DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SERVICES, NOR DOES INDIE & MAIN MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. INDIE & MAIN MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
You agree to defend, indemnify, and hold Indie & Main, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their 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) made by any third party due to or arising out of your violation of these Terms, and/or any law or the rights of a third party, and/or your use of the Services, including your User Content.
21. LIMITATION OF LIABILITY.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND COMBINED CONTENT REMAINS WITH YOU. NEITHER INDIE & MAIN NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE, SERVICES, APPLICATION OR COMBINED CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COMBINED CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT INDIE & MAIN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL INDIE & MAIN'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COMBINED CONTENT EXCEED $250. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INDIE & MAIN AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
22. Governing Law and Jurisdiction.
These Terms and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action or court proceeding permitted under these Terms will be the state and federal courts located in the District of Delaware and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
You may not assign or transfer these Terms, by operation of law or otherwise, without Indie & Main's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. Indie & Main may assign or transfer these Terms in its sole discretion without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (a) by Indie & Main via email (in each case to the primary account email address that you provide); (b) by posting to the Site; or (c) via the Application. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. 25. Arbitration.
(a) Informal Resolution. If any dispute arises hereunder, the parties shall promptly notify one another of the dispute and/or any alleged breach hereof or default hereof in writing. Within five business days of transmission of such notice, each party shall designate a representative to resolve the dispute. The representatives shall meet in person or via conference call and attempt to resolve the dispute within 10 business days following the first receipt by a party of such written notice.
(b) Arbitration. Any matter not resolved in connection with subsection (a) above shall be resolved by binding arbitration before a single arbitrator in the Selected Location (as defined below), in accordance with the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association then in effect. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment on the arbitration award may be entered in any court having jurisdiction. Either party may submit any dispute to arbitration after the conclusion of Information Resolution as described in Section 29(a). The parties agree that any discovery sought by either party and permitted by the arbitrator shall be completed within 30 days of the Arbitration Management Conference as scheduled by the American Arbitration Association. The parties further agree that arbitration shall be concluded with a decision rendered by the arbitrator within 60 days of the Arbitration Management Conference as scheduled by the American Arbitration Association. The arbitrator's fee shall be shared equally between Indie & Main and you. The arbitrator shall have the authority to award reasonable attorneys' fees and expenses to the prevailing party in any proceedings, including fees and expenses incurred in the arbitration or in any litigation concerning the dispute including, without limitation, litigation to compel arbitration or stay court proceedings, with the determination of whether either party is a prevailing party to be made in the sole discretion of the arbitrator. In the absence of such an award, attorneys' fees and expenses shall be borne by the party engaging such attorney or incurring such expenses. For purposes hereof, the Selected Location shall be Pittsburgh, Pennsylvania.
(c) Sole/Exclusive Remedy. The procedures specified in this Section shall be the sole and exclusive procedures for the resolution of disputes between the parties arising out of or relating hereto; provided that a party may seek a preliminary injunction or other preliminary judicial relief if in the judgment of that party such action is necessary to avoid irreparable damage. Despite the initiation of any such judicial proceedings, the parties shall continue to participate in good faith in the procedures specified in this Section, including Informal Resolution and Arbitration concurrently with and following the issuance or denial of a request for a preliminary injunction or other preliminary judicial relief. Nothing in this Section shall restrict or postpone the exercise of either party's right to terminate this Agreement pursuant to any other provision of this Agreement.
(d) Statutes of Limitation. Except for indemnification for third party claims, any dispute or other action arising out hereof must be brought within two years of the date the cause of action accrued.
The failure by Indie & Main to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Indie & Main. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Throughout these Terms, the word "include" or "including" means "including, but not limited to". Provisions that by their nature are intended to survive the termination of these Terms or your use of the Services will survive.
27. Contact Us.
If you have any questions about these Terms, please contact Indie & Main at:
Indie & Main, LLC
40 John Portman Blvd NW #18-1800
Atlanta, GA 30303
28. Entire Agreement.
These Terms constitute the entire and exclusive understanding and agreement between Indie & Main and you regarding the Services and Combined Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Indie & Main and you regarding the Services and Combined Content.
RETAILER TERMS OF SERVICE
Thank you for your interest in becoming a Retailer on the Indie & Main wholesale online marketplace, accessible through its website (collectively, the "Site") and mobile applications (collectively, the "Application") (together, the "Services").
Throughout these Retailer Terms of Service ("Retailer Terms"), the terms "Indie & Main," "us," and/or "we" refer to Indie & Main, LLC.
These Retailer Terms reference various Indie & Main policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Retailer Terms. You hereby agree to terms and conditions set forth below. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Retailer Terms, the word "include" or "including" means "including, without limitation".
1. Certain Definitions.
The following terms shall have the following meanings in these Terms:
"Content" means all product information, specifications, warranty information, data, images, and/or intellectual property that Vendor furnishes to Indie & Main for use on the Indie & Main marketplace.
"Retailer" means a buyer who purchases goods through the Services for the purpose of resale.
"Vendor" means a seller who offers to sell and/or sells its goods to Retailers through the Services.
2. Registration of Retail Accounts.
(a) Retailer Account. To purchase goods through the Services as a Retailer, you must register, create a retailer account and be approved by Indie & Main ("Retailer Account"). We reserve the right to deactivate your account if we find that you are in breach of these Retailer Terms.
(b) Qualifications. To qualify for a Retailer Account, Retailers must have an online, brick and mortar or pop-up store that is open and ready for business (authorized subscription boxes and booths may also qualify in our discretion). You must also have, and upon request provide proof of, a valid reseller's permit or ID (or your state's or region's equivalent documentation).
(c) License. In connection with your Retailer Account, you will have the option to upload data, images, and/or intellectual property related to your business ("Retailer Content"). You hereby grant to Indie & Main a perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display and publicly perform (through any means necessary) Retailer Content on, through or by means of the Services and any of Indie & Main's advertising, marketing, publicity and other initiatives and events in Indie & Main's sole discretion. Indie & Main does not claim any ownership rights in any of Retailer Content and nothing in these Retailer Terms will be deemed to restrict any rights that you may have to use and exploit Retailer Content.
3. Product/Content Compliance.
You agree that Indie & Main is not required to determine whether the products sold on the Services, or any Content related thereto: (i) abide by Indie & Main's Product Guidelines and/or are not prohibited under Indie & Main's Product Guidelines; (ii) comply with all laws, rules and regulations including, without limitation, safety, labeling, testing, warning, import/export, and/or other consumer protection law requirements; (iii) do not infringe upon the intellectual property, publicity or other rights of others; (iv) do not contain false, inaccurate or misleading information; (iv) are allowed to be sold from the Vendor's jurisdiction and/or into your jurisdiction; and/or (v) are allowed to be sold by you from your jurisdiction into your customer's jurisdiction. You agree to conduct the necessary due diligence for compliance and suitability of Vendors and their products. You hereby release Indie & Main from any liability with respect thereto, and agree to indemnify, defend and hold Indie & Main harmless for any claims as set forth in the Indemnification section below.
(a) Third Party Websites Prohibition. You agree to not fulfill orders on third party websites unless they are approved by the applicable Vendor in writing in advance.
(b) Order Minimums. Vendors may specify a minimum dollar amount a Retailer must spend before a Vendor is willing to sell to a Retailer (an "Order Minimum"). This amount is set by each Vendor and may vary between Vendors. Vendors have the option to set a different Order Minimum for first orders and reorders you place with them.
(c) Right to Refuse. You agree that Vendors and/or Indie & Main may refuse to complete your purchase for any reason.
(d) Inventory. Indie & Main will encourage Vendors to have sufficient inventory to sell goods to Retailers. However, you agree that Indie & Main does not guarantee a Vendor's inventory or that there will be enough product to sell to you.
(e) Non-Circumvention. You agree that you will place all orders for a Vendor's product through the Services for any Vendor that you are first introduced to through the Services. You agree that you will not directly or cause a third-party to influence Vendors, or otherwise circumvent Indie & Main's process or the Services, by transacting orders with Vendors you were introduced to through the Services outside of the Services. Failure to comply with this provision may result in temporary suspension or permanent termination of your Retailer Account and your ability to purchase products on Indie & Main in the future.
(f) Shipping Address and Drop Shipping. You agree to provide a valid, physical address to receive the product that you order through the Services. Indie & Main does not offer drop shipping to customers of Retailers. Retailers are also not allowed to forward purchased products to overseas locations, whether through mail forwarding services or otherwise.
(g) Taxes. You agree that you are solely responsible for the collection and remittance of any taxes, including sales taxes, as well as any other payments or filings required under applicable law. You hereby release Indie & Main with respect thereto, and agree to indemnify, defend and hold Indie & Main harmless against any and all such taxes, contributions, penalties and/or interest.
(h) Vendor Errors. Indie & Main shall not be liable for the inaccuracy of information provided by Vendor including, without limitation, Product in-stock issues, price changes or inaccuracies, promotions or sales which no longer apply, and inaccurate shipping estimates.
You will pay the applicable Vendor for all of your purchases.
(a) Payment Methods. To make a purchase, you must link an approved payment method (such as a credit or debit card) with your Retailer Account. Approved payment methods may vary by region. By submitting payment details in conjunction with registering for a Retailer Account and/or purchasing goods, you agree to pay for the goods purchased, and any applicable taxes and other fees that may accrue, and you authorize Vendors to charge the payment method with the information you have supplied to Indie & Main. Payment is due upon purchase of goods.
(c) Disclaimer. Your purchase of goods is subject to the terms and conditions of Vendor you purchase the goods from and is not subject to these General Terms. We encourage you to carefully review each Vendor's terms and conditions prior to making any purchase. Indie & Main makes no representations or warranties for—and will not be liable for—any payment or order fulfillment issues with Vendors. Any returns or requests for refunds should be directed to the Vendor you purchased goods from.
6. Shipping Costs/Lead Times.
(a) Shipping Costs. Unless Vendor has authorized free shipping, you are responsible for and agree to pay for all shipping costs displayed on your invoice. Shipping costs will be included in your invoice. Shipping costs will vary depending on the weight of the package and where the package is being shipped from.
(b) Lead Times. You acknowledge that lead times vary on how long it takes for a Vendor to ship a product. Average lead times are displayed on the Vendor's page and/or when the product is in your cart.
7. Returns, Refunds, Cancellations.
(a) Returns. Vendor is responsible for all returns of Vendor products. Indie & Main is not required to accept or process any returns of Vendor products. You shall report all service issues to Vendor products and services and all return requests directly to Vendor.
(b) Refunds/Cancellations. If you receive a product that is damaged, the shipment includes missing items or you do not receive the product by the expected ship date, you must report the issue within 14 days of receiving the product to Vendor. You agree that if you do not timely report the issue, the product shall be deemed delivered and satisfactory.
8. Product Content/Limited License.
Indie & Main displays various Content related to the products, including photographs, product descriptions, Vendor stories and any other related content for sale on its Services. You are granted a limited, revocable license to use Content related to a product that you purchase on the Services on your own company's website for the sole purpose of reselling that same product. Notwithstanding the foregoing, you agree that you will not use any such Content in any ad or media campaign, including postings, emails, ads or any other communication on Facebook, Instagram or Google, among others, without the express written consent from the owner of that Content. You agree that you are merely a licensee of the Content and that you do not own, and will not claim any ownership rights in, the Content. You further agree that Indie & Main is not responsible, nor shall Indie & Main be held liable, for any Content, and Indie & Main makes no representation or warranty that the Content does not infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain libelous or otherwise unlawful, abusive, harassing or obscene material, or result in the violation of any applicable law or regulation.
For any disputes regarding an order or product from a Vendor, you agree to try to informally resolve the dispute directly with the Vendor. If you are not able to resolve the dispute, you may contact Indie & Main to help resolve the issue. You agree that Indie & Main has no duty or obligation to resolve any issue you have with a Vendor, and you hereby release Indie & Main from any and all liability relating to any dispute you have with a Vendor.
You agree to defend, indemnify, and hold Indie & Main, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their 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 and fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Retailer Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.
If you breach any of these Retailer Terms, Indie & Main will have the right to temporarily suspend or permanently terminate your Retailer Account, these Retailer Terms and/or the General Terms in its sole discretion and without prior notice to you. Indie & Main reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event Indie & Main terminates these Retailer Terms, your Retailer Account and/or the General Terms due to your breach, you will remain liable for all amounts due hereunder.
You may terminate your relationship with Indie & Main at any time by contacting Indie & Main's support team at email@example.com or as otherwise indicated in your Retailer Account portal. Indie & Main will close your Retailer Account once there has been an accounting of all monies due and owing.