OVERVIEW
Sumner Communications, Inc. ("Sumner", "we", "us", and "our") owns and operates the online website wholesalecentral.com (the "Site"). Use of the Site is governed by and subject to the Site's Terms and Conditions of Service (found here: https://www.wholesalecentral.com/tos.htm) (together with any operating rules or policies of the Site, the "Site TOS"). The Site provides for wholesale merchants to list advertising and selling services thereon through its membership options to facilitate the creation and maintenance of listings, postings, product locator services and online wholesale stores for the advertisement and sale of goods and services. The Site hosts a directory of merchants of wholesale products and services that are listed and maintained by the merchants supplying such products and services and not by Sumner.
Each merchant advertising or selling products and services on the Site has a membership for use of the Site to advertise or sell such products and services (the "Membership"). Each membership is governed by these Seller Terms of Service (the "Seller TOS"), of which are accepted by each merchant pursuant to its active membership on the Site (each such merchant having a Membership is a "Member").
1. AGREEMENT
1.1 The Site is provided to you under terms and conditions of these Seller TOS and the Site TOS. Sumner reserves the right, in its sole discretion, to change, modify, add or remove all or part of these Seller TOS at any time with or without notice to you. Your continued use of the Site, after changes or modifications are posted, constitutes your acceptance of such changes. BY COMPLETING THE ACCOUNT REGISTRATION PROCESS AND CLICKING THE MERCHANT USER AGREEMENT CHECK BOX, YOU, AS A MERCHANT ("YOU" OR "MERCHANT") AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE SELLER TOS.
1.2 By accepting the terms and conditions of these Seller TOS, Merchant (a) represents and warrants that he or she is 18 years old or older and, if the Merchant is a business, it is duly organized, validly existing and in good standing under the laws of the country in which the business is registered, has the right, power and authority to be bound by these Seller TOS on behalf of the business, and is only offering tax-exempt wholesale merchandise for sale on the Site; (b) agrees to provide true, accurate, current and complete information about Merchant as prompted by the Account Registration Form; and (c) agrees to maintain and update its information to keep it true, accurate, current and complete during all times of use of Membership and use of the Site. If any information provided by Merchant is untrue, inaccurate, not current or incomplete, Sumner has the right to terminate Merchant's account immediately and remove and refuse any and all current or future information posted by you on the Site.
1.3 By becoming a Member, you agree to be bound by these Seller TOS. If these terms and conditions or any future changes are unacceptable to you, you may cancel your Membership pursuant to the terms hereof.
1.4 By becoming a Member, you may receive access and your profile may be uploaded to Brands.wholesalecentral.com for your ability to sell on same, the terms of use of which are governed by these Seller TOS. The termination of your Membership will likewise terminate your access to and remove your information on Brands.wholesalecentral.com.
2. FEES
2.1 The Site is available only to active Members. For access and Membership, Merchant shall pay Sumner the fees as set forth on the Site or quoted in our media materials and communications. All such fees are payable in U.S. dollars to Sumner and shall be charged in advance to the credit card number given to Sumner at the time of registration or to such other credit card number which Merchant shall so designate. Merchant authorizes Sumner to charge such payment. Sumner may also, upon thirty (30) days prior notice to the Merchant, alter its fee schedules.
2.2 The base rate for Membership includes up to 500 items in the e-commerce storefront that is included with Membership, or up to 10,000 items in your data feed for the product search. This limit can be increased for an upgrade fee of $100 per 1,000 items, up to a maximum of 20,000 items. Aggregators are subject to review and approval by Sumner. If approved by Sumner, the potential aggregator Membership fee is $999 per major category per 6 months.
2.3 If Sumner suspends, terminates or does not renew your Membership, you are not entitled to a refund of any of the fees charged, for services rendered or for the remaining time on a prepaid term of Membership.
2.4 Subject to additional costs, fees and terms of use, Members may upgrade their Membership to include additional advertising positions, which includes, but is not limited to, banners, EZFeed data feed system for loading items into the Wholesale Power Search, Top 5 Featured Seller Positions, Category Banners, Home Page Banners, Run-of-Site Banners, Newsletter Promotion, Email Marketing, Wholesale Central Store Front, Deals & Steals (the "Additional Membership"). The options and ability to sign up for an Additional Membership can be found in the Account Manager section in your Membership Account.
3. TERMS
3.1 Term. The term of these Seller TOS shall coincide with the Merchant's Membership, which shall be for six (6) months or one (1) year, at your option, commencing on the date that Merchant's membership registration is approved and activated (the "Initial Term"). Upon expiration of the Initial Term, your Membership will automatically renew at renewal rates applicable at the time for consecutive six (6) month renewal periods (the "Renewal Term"), unless you notify Sumner, prior to expiration of the Initial Term or any Renewal Term (collectively referred to as the "Term") that you do not wish to renew your Membership. You authorize Sumner (with or without notice to you, unless required by applicable law) to collect the applicable renewal fee and any taxes owed using the credit card on record for your account until your Membership is not renewed, canceled or terminated pursuant to the terms hereof. To qualify for each Renewal Term, Merchant must at the time of renewal be in substantial compliance with the material terms and conditions of these Seller TOS and the Site TOS. Sumner shall have the right, but not the obligation, to review the activities of any Merchant for compliance with these Seller TOS, the Site TOS, or any other terms of service or use applicable to the Merchant and its Membership at any time during Membership and as part of the renewal process.
3.2 Non-Renewal. Either party, in its sole and absolute discretion, may give notice of nonrenewal with or without cause and without stating any reason therefor. Any notice of nonrenewal must be given in writing pursuant to Section 13 at least ten days (10) days prior to the end of the term then in effect.
4. TERMINATION
4.1 Termination for Breach. Either party may terminate these Seller TOS on thirty (30) days' written notice if the other party has materially breached or is otherwise not in compliance with any provision of these Seller TOS, and such breach or noncompliance is not cured within such thirty (30) day period. Sumner reserves the right to immediately suspend any Member's access to the Site until such breach or noncompliance is cured.
4.2 Termination for Illegal or Other Activity. Notwithstanding Section 4.1, Sumner may, but has no duty to, immediately terminate your Membership, with or without notice, and remove your information from the Site if Sumner in its sole discretion concludes that (i) Merchant is engaged in illegal activities or the sale of illegal or harmful goods or services, including but not limited to goods that are counterfeit, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate; (ii) Merchant is violating the intellectual property rights of third parties, including the sale or advertising for sale products that infringe on the copyright, patent, or trademark rights of others; (iii) Merchant has substantially changed its listing description, company profile, or website it links to/from the Site, from the time it was accepted; (iv) it may receive or has received complaints regarding Merchant's products, services, or sales practices; (v) Merchant fails to be reasonably accessible to customers or timely fulfill customer orders; (vi) Merchant has become the subject of a government complaint or investigation; (vii) Merchant has violated, threatens to violate, or is engaged in activities or services that may damage the rights, reputation, or image of Sumner, its Site, or its Services, (viii) Merchant is in material breach of any term or condition of these Seller TOS, including failure to pay any fees due to Sumner for the Membership or any Additional Membership. Any termination under this Section 4.2 shall take effect immediately and Merchant expressly agrees that it shall not have any opportunity to cure.
4.3 Deletion of Information. Upon cancellation, termination or non-renewal, Sumner reserves the right to delete from its servers any and all information contained in Merchant's account, including but not limited to order processing information, mailing lists, and any web pages generated by the Site or software thereon.
4.4 Additional Membership Cancellation. Cancellation of any Additional Membership will not cancel or terminate the Membership; provided, however, that cancellation or termination of the Membership will automatically cancel any Additional Membership.
4.5 Access. Except otherwise expressly stated herein as to immediate termination or suspension, any Member who cancels its Membership shall have access to and use of the Site for the remainder of the then current Term.
4.6 Waiver. Merchant expressly waives any statutory or other legal protection in conflict with the provisions of this Section 4.
4.7 Survival The provisions of these Seller TOS and any additional terms of service for which you are subject that are intended to survive shall survive cancellation or termination of your Membership, including, without limitation, the following Sections of these Seller TOS: Section 6 (Proprietary Rights), Section 9 (Indemnity), Section 10 (Disclaimer of Warranties and Liabilities), and Section 15 (General).
4.8 For purposes of this Section and these Seller TOS, cancellation, termination or non-renewal shall each mean termination, cancellation or non-renewal as the context requires.
5. MERCHANT'S OBLIGATIONS
5.1 Merchant acknowledges and agrees that it shall be responsible for all goods and services offered or advertised by Merchant on the Site, all materials used or displayed on the Site, and all acts or omissions that occur in connection with the use of the Site, any additional features of the Site or in connection with Merchant's account or password.
5.2 Merchant agrees to display in the Merchant's contact information, and on any website that is linked from the Site, Merchant's company name. Further, Merchant shall provide Sumner with its legal company name (if other than as displayed), address, telephone number, fax number (if it has one) and e-mail address. Merchant also agrees to update such information to keep it true, accurate, current and complete.
5.3 Merchant agrees that any and all press releases and other public announcements related to these Seller TOS and subsequent transactions between Sumner and Merchant, including the method and timing of such announcements, must be approved in advance by Sumner in writing. Sumner reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of Merchant's obligation regarding public announcements shall be a material breach of these Seller TOS.
5.4 Merchant represents and warrants that it has full power and authority under all relevant laws and regulations:
5.5 Merchant represents and warrants that it will not engage in any activities:
6. PROPRIETARY RIGHTS
6.1 Software License. Sumner hereby grants Merchant a non-exclusive, non-transferable license to use the software necessary to access the Site (the "Software") in object code form only on a server controlled by Sumner for the sole purpose of creating and displaying Merchant's company information and for posting products or services on such server in connection with the Membership options selected by the Merchant. Merchant is not being granted any right to copy the Software or to use it on computers other than a server controlled by Sumner. Merchant may not use Web pages or parts of Web pages generated by means of the Software, other than content that originates from and is proprietary to Merchant, on any server other than the servers controlled by Sumner without Sumner's express written agreement. Merchant also acknowledges and agrees that the Software is intended for access and use by means of web browsing software, and that Sumner does not commit to support any particular browsing platform. Sumner reserves the right at any time to revise and modify the Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software, without notice to Merchant. If any revision or modification to the Software materially changes Merchants ability to conduct business, Merchant's sole remedy is to terminate its Membership pursuant to the terms hereof.
6.2 Sumner Intellectual Property. Merchant acknowledges and agrees that content available from Sumner or the Site, including but not limited to text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, is the property of Sumner or, as applicable, its content suppliers and is protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner other than as specified in Section 6.1 above. Except as specified in Section 6.1 above, nothing in these Seller TOS grant you any license or right to use any software, trademark, service mark, trade name or logo, copyright, trade dress, or other content displayed on this Site without prior written permission of Sumner. No part of the Site may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may download copies of the materials for your personal, non-commercial use only, provided you keep intact all copyright, trademark and other proprietary notices on the materials. Any modification of the materials or use of the materials for any other purpose is a violation of Sumner's copyright and other proprietary rights. The use of any such material on any other Site or computer network without Sumner's written consent is strictly prohibited.
6.3 Merchant's Property. Merchant agrees that by using the Site and its Membership, Merchant grants Sumner and its successors and assigns, a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license under Merchant's copyrights and other intellectual property rights, if any, in all material and content displayed on the Site to use, distribute, display, reproduce, and create derivative works from such material in any and all media and display in any manner and on any Sumner property the results of search queries and comparisons conducted on the Site including, without limitation, searches conducted on Wholesalecentral's Shopping. Merchant also grants Sumner the right to maintain such content on Wholesalecentral's servers during the term of these Seller TOS and to authorize the downloading and printing of such material, or any portion thereof, by end users for their personal use. You represent and warrant that you own or otherwise control or have a valid license in the content you submit on the Site or advertise through the Site, and that use by such listing or advertising or use by Sumner pursuant to this Section 6.3 will not infringe upon or violate the rights of third parties.
6.4 Unauthorized Access. Merchant shall not attempt to gain or gain unauthorized access to any servers controlled by Sumner.
7. MERCHANT PRIVACY
7.1 Sumner maintains information about Merchant, its Membership and its use of the Site on its servers, including but not limited to, Merchant's account registration information, Merchant's customer order information, sales information, and clickstream data ("Merchant Information"). Merchant agrees that Sumner may use Merchant Information in aggregate form for marketing or other promotional purposes.
7.2 Merchant agrees that Sumner may disclose Merchant Information in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce these Seller TOS; (d) to respond to claims that the Merchant is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of Sumner, the Site, or others.
7.3 Merchant agrees that Sumner may delete customer credit card information from its servers fourteen (14) days after Merchant retrieves such information, and may delete all other Merchant Information from its servers at the end of each calendar year.
7.4 Merchant shall select a password which shall provide access to and use of the Software and the Site. Merchant is entirely responsible for any and all activities which occur under Merchant's account and password. Merchant agrees to keep its password confidential, to allow no other person or company to use its account, and to notify Sumner promptly, if Merchant has any reason to believe that the security of its account has been compromised.
7.5 Merchant acknowledges and agrees that technical processing of Merchant Information is and may be required: (a) for the Site to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Site; or (d) to conform to other, similar technical requirements. Merchant also acknowledges and agrees that Sumner may access Merchant's account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Site.
7.6 Merchant acknowledges and agrees to the terms of Sumner's Privacy Policy available here https://www.wholesalecentral.com/privacy_policy.cfm, the terms of which are incorporated herein by reference (the "Privacy Policy").
8. MAINTENANCE AND SUPPORT
8.1 Merchant can obtain assistance with any technical difficulty that may arise in connection with Merchant's utilization of the Software or Site by requesting assistance by using the contact form at https://www.wholesalecentral.com/aboutus.htm. Sumner reserves the right to establish limitations on the extent of such support, and the hours at which it is available.
8.2 Merchant is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for its access to and use of the Software and Site and Merchant shall be responsible for all charges related thereto.
9. INDEMNITY
Merchant agrees to indemnify and hold harmless Sumner and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim, demand, losses, damages, judgments, penalties, costs or expenses, including reasonable attorney's fees due to or arising out of Merchant's conduct, Merchant's use of the Site and Software, the goods or services offered or advertised by Merchant on the Site or linked through the Site, any violation or alleged violation of these Seller TOS or any other terms of service that the Merchant is subject to in connection with its Membership or any Additional Membership, or any alleged violation of any rights of another, including but not limited to Merchant's use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Merchant's use of its Membership or on the Site. Sumner reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Merchant, but doing so shall not excuse or waive Merchant's indemnity obligations hereunder.
10. DISCLAIMER OF WARRANTIES AND LIABILITIES
10.1 THE SITE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THESE SELLER TOS OR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE ONLINE STORE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE SOFTWARE WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR FREE SERVICE. THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND MERCHANT MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS. MERCHANT ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT ITS OWN DISCRETION AND RISK AND THAT MERCHANT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. SUMNER, CLOSEOUTCENTRAL, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF SUMNER IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM MERCHANT'S USE OR INABILITY TO USE ITS MEMBERSHIP, THE SITE OR THE SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF ITS MEMBERSHIP, THE SITE OR THE SOFTWARE. SUMNER'S LIABILITY TO MERCHANT SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY MERCHANT TO SUMNER OVER THE COURSE OF THE THEN CURRENT TERM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
10.2 BECAUSE SUMNER IS NOT INVOLVED IN TRANSACTIONS BETWEEN MERCHANT AND BUYERS, IF A DISPUTE ARISES BETWEEN THE MERCHANT AND THE BUYER, EACH OF YOU RELEASES SUMNER AND ITS AGENTS AND EMPLOYEES FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
11. NO RESALE OR ASSIGNMENT OF SERVICE
Merchant may not resell or assign or otherwise transfer its rights or obligations of its Membership or under these Seller TOS without the express written authorization of Sumner. Any attempt by the Merchant to assign or otherwise transfer any portion of its Membership or these Seller TOS in violation of this Section 11 shall be null and void. Sumner may assign or otherwise transfer any of its rights and interests or obligations hereunder, including, without limitation, pursuant to a merger or consolidation, without the prior written consent of Merchant.
12. FORCE MAJEURE
Neither party shall be liable to the other for any delay or failure in performance under these Seller TOS resulting directly or indirectly from acts of god, fires, floods, riots, strikes, labor stoppages or slowdowns or other industrial disturbances war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, pandemics, epidemics, embargoes, blockades, national or regional emergency, telecommunication breakdowns, power outages or shortages, or other circumstances beyond either party's reasonable control (a "Force Majeure Event"). Merchant's inability to pay the fees due hereunder for any reason shall not constitute a Force Majeure Event. In the event of a Force Majeure Event, the disabled party shall provide reasonable notice to the other party and make all reasonable efforts to remove such Force Majeure Event, or the effects thereof, as soon as possible. The disabled Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the Force Majeure Event or the disabling effect thereof.
13. NOTICES
Any notices or communications under these Seller TOS shall be in writing by electronic mail or in a physical writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified herein. If to Sumner, such notices shall be addressed to billing@sumnercom.com or Sumner Communications Inc., 6 Research Drive, Suite 420, Shelton, CT 06484 USA. If to Merchant, such notices shall be addressed to the electronic or mailing address specified when the Merchant opens a Membership or such other information as updated on its account. Either party may provide notice of an updated address to the other party.
14. ENTIRE AGREEMENT
These Seller TOS, the Site TOS, the Privacy Policy and any additional policies and terms of service or use that apply to the Site, Membership or any Additional Membership constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.
15. GENERAL
15.1 These Seller TOS and the relationship between Merchant and Sumner shall be governed by the laws of the state of Connecticut without regard to its conflict of law provisions. Merchant and Sumner agree to submit to the personal and exclusive jurisdiction of the Superior Court of the State of Connecticut, Judicial District of Ansonia-Milford. Sumner 's failure to exercise or enforce any right or provision of these Seller TOS shall not constitute a waiver of such right or provision. If any provision of these Seller TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of these Seller TOS remain in full force and effect. Merchant agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Seller TOS must be filed within one (1) year after such claim or cause of action arose, or be forever barred. The section titles in these Seller TOS are for convenience only and have no legal or contractual effect.
15.2 Sumner's failure to exercise or enforce any right or provision of these Seller TOS shall not constitute a waiver of such right or provision. If any provision of these Seller TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and agree that the other provisions of these Seller TOS remain in full force and effect.
15.3 Sumner only provides a platform through its Site for Merchants and buyers to negotiate and complete transactions. Sumner is not involved in the actual transaction between Merchants and Buyers and is not the agent of Merchant or the Buyer for any purpose.
15.4 The relationship between Sumner and Merchant are that of a vendor and vendee. Nothing in these Seller TOS or with respect to the Membership shall create or be construed to create a partnership, joint venture, agency or any other relationship.
Last update: June 8th, 2023
