Last Updated Date: May 24, 2023
PLEASE READ THIS TERMS OF SERVICE AGREEMENT (“Terms of Service”) CAREFULLY. Wholesail, Inc (together with our affiliates, “Wholesail”, “we”, or “us”) provides an online accounts receivable platform at http://paywholesail.com/ (“Website”) that is designed to facilitate payments between wholesale sellers and buyers (collectively, “Users”). The Website and any related mobile applications (the “Application”), networks, resources or services are each a “Service” and collectively, the “Services.” THESE TERMS OF SERVICE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICES AS A BUYER (“Buyer”) SEEKING TO MAKE PAYMENTS TO SELLERS (each a “Seller”) THROUGH THE SERVICES.
BY CLICKING ON THE “I AGREE” BUTTON, USING THE SERVICES, BROWSING THE WEBSITE OR DOWNLOADING THE APPLICATION, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH WHOLESAIL, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF SERVICE PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF SERVICE. THE TERM “YOU” REFERS TO YOU, IDENTIFIED AS THE USER AND THE INDIVIDUALS AUTHORIZED TO USE THE SERVICES ON BEHALF OF SUCH COMPANY. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS OF SERVICE, DO NOT ACCESS AND/OR USE THE SERVICES.
PLEASE BE AWARE THAT SECTION 13 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will be presented to you for your acceptance when you access the supplemental Service. If the Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Service and any applicable Supplemental Terms are referred to herein as the “Agreement.”
PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY WHOLESAIL IN ITS SOLE DISCRETION AT ANY TIME. Without limiting the generality of the foregoing, Wholesail may make changes to the Agreement from time to time to comply with changes to relevant laws and standards (including Payment Card Industry Data Security Standard Requirements). When changes are made, Wholesail will make a new copy of the Terms of Service available on the Services, and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website or within the Application. We will also update the “Last Updated” date at the top of the Terms of Service. If we make any material changes, we will also send an e-mail to any email we have on file for you. Any changes to the Agreement will be effective immediately for new Users of the Services and will be effective thirty (30) days after posting notice of such changes on the Services for existing Users. Wholesail may require you to provide consent to the updated Agreement in a specified manner before further use of Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
1. Wholesail Platform.
1.1 Generally. Wholesail provides a platform that enables Sellers to issue invoices to Buyers (each, an “Invoice”) for goods or services purchased by Buyers and to receive payment for such Invoices (“Transactions”). We do not own or sell the items or services offered by Sellers, and the actual contract for sale is directly between Sellers and you. As applicable, Wholesail facilitates the processing of payments as an agent of, and on behalf of, the Seller.
1.2 Disputes. If you believe you received an incorrect Invoice or were charged incorrectly, please see Wholesail’s Dispute Policy at https://www.paywholesail.com/dispute/ which may be updated by Wholesail from time to time.
2. Use of the Services.
2.1 Limited License. The Services and the information and content available on the Services (“Content”) are protected by copyright laws throughout the world. Subject to the Agreement, Wholesail grants you a limited license to access the Services for the sole purpose of using the Services for your internal business purposes. Unless otherwise specified by Wholesail in a separate license, your right to use any the Services is subject to the Agreement. You represent and warrant that your use of the Services is for commercial business purposes only you shall only use the Service to make payments for goods or services purchased from Seller in accordance with applicable law. Wholesail does not furnish, give or loan, directly or indirectly, Wholesail Services to Buyer. Buyer provides Wholesail consideration in this Agreement, including access to funds, data and information, in exchange for the Services provided to Buyer.
2.2 Application License. Subject to your compliance with the Agreement, Wholesail grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install the copy of the Application downloaded from a legitimate marketplace, and to use such Application so installed solely in object code format and solely for your internal business use for lawful purposes, on mobile devices that you own or control. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from which you received the Application license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and Wholesail and not with the App Store. Wholesail, not the App Store, is solely responsible for the Services, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Services, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce them.
2.3 Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other properties (including images, text, page layout or form) of Wholesail; (c) you shall not use any metatags or other “hidden text” using Wholesail’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) access the Services in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to the Agreement. Wholesail, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Services terminates the licenses granted by Wholesail pursuant to the Agreement.
2.4 Third-Party Materials. As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for Wholesail to monitor such materials and that you access these materials at your own risk.
2.5 Prohibited Businesses. Wholesail reserves the right to terminate your use of the Services or suspend your access to the Services if you engage in the following prohibited businesses or business activities: (1) any illegal activity or goods, (2) paraphernalia that may be used for illegal activity (3) buyers or membership clubs, including dues associated with such clubs, (4) credit counseling or credit repair agencies, (5) credit protection or identity theft protection services, (6) direct marketing or subscription offers or services, (7) infomercial sales, (8) internet/mail order/telephone order pharmacies or pharmacy referral services, (9) unauthorized multi-level marketing businesses, (10) inbound or outbound telemarketers, (11) prepaid phone cards or phone services, (12) rebate based businesses, (13) up-sell merchants, (14) bill payment services, (15) betting, including lottery tickets, sports related gambling, casino gaming chips, off-track betting, and wagers at races, (16) manual or automated cash disbursements, (17) prepaid cards, checks, insurance or other financial merchandise or services, (18) sales of money-orders or foreign currency, (19) wire transfer money orders, (20) high-risk products and services, including telemarketing sales, (21) automated fuel dispensers, (22) adult entertainment oriented products or services (in any medium, including internet, telephone, or printed material), (23) sales of (i) firearms, firearm parts or hardware, and ammunition; or (ii) weapons and other devices designed to cause physical injury (24) internet/mail order/telephone order of age restricted products (e.g., tobacco), (25) occult materials, (26) hate or harmful products, (27) escort services, or (28) bankruptcy attorneys or collection agencies engaged in the collection of debt.
3. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services. You are solely responsible for any fees, including Internet connection, that you incur when accessing the Services. By providing your cellphone number and using the Services, you hereby affirmatively consent to our use of your cellphone number for calls and texts in order to perform and improve upon the Services. Wholesail will not assess and charge for any calls or texts, but standard message charges or other charged from your wireless carrier may apply. You may opt out of receiving text messages from us by emailing support@paywholesail.com.
4. Payments.
4.1 Transactions. Buyers contract directly with Sellers for Transactions. Wholesail will not be a party to any such contracts between you and any Seller. Sellers are solely responsible for the content of Invoices and for setting the prices charged for applicable goods and services. When you pay an Invoice through the Services, Wholesail will process your credit card or initiate a debit to your eligible bank account (each a “Payment Method”) on behalf of Seller, and you hereby authorize us or Seller, as applicable, to charge your Payment Method for the applicable amount. If you choose to activate Auto-pay (as defined in Section 4.2), you authorize us to charge your Payment Method in accordance with the terms of Section 4.3 below.
4.2 Auto-pay. Wholesail allows Sellers to offer a feature that enables Buyers to automatically make payments for Invoices through the Service (“Auto-pay”). Should you choose to use the Auto-pay feature, you must provide Payment Method information that will be maintained on file by Wholesail, and hereby authorize us to charge your Payment Method on Seller’s behalf for all Invoices provided by through the Services. You also authorize Seller to establish Auto-Pay on your behalf and at your request, based on information you provide to Seller. In either case, you will be notified upon enrollment in Auto-Pay and you will have the ability to set a maximum dollar threshold (“Threshold”) over which Wholesail will not automatically process an Invoice payment. If we receive an Invoice through the Auto-pay feature for a value above your Threshold, we will contact you at your email on file to determine processing of the Invoice. If you are enrolled in Auto-pay, payments for Invoices will be processed on the date, or at the frequency, you have selected from among the options available on the Services (e.g., on a daily, weekly or monthly basis, or on the due date of each Invoice). If a payment due date falls on a weekend or holiday, the payment may not be executed until the next business day. To the extent possible, Wholesail will notify you two days in advance of the day on which a payment will be processed. You are solely responsible for having, and must ensure that you have, sufficient funds in your bank account or available balance on your credit card when payments are initiated or charged, as applicable. Wholesail is not responsible for any failure to process an Auto-pay payment as a result of insufficient funds, and you are solely responsible for any and all costs and charges relating to a failed payment. If you decide to cancel Auto-pay, we may not be able to cancel or stop payment for any payments that have already been initiated by us on behalf of Seller, even if the payment has not been completed yet. You will receive a confirmation email after each Auto-pay transaction.
4.3 Failed Payments. Wholesail is not responsible for any failure to process a payment due to a closed account, an invalid account number, or insufficient funds. In the event of a failed payment for an Invoice, you agree and understand that you remain liable to Seller in the amount of the applicable Invoice, including any late fees or other charges imposed by Seller in accordance with the terms of your contract with Seller. You authorize us to process payments for any fees or penalties for a failed payment and/or a delayed Invoice payment on behalf of Seller. Sellers may be subject to fees or penalties imposed by Wholesail, and nothing in this Agreement prohibits Seller from passing through the amount of any such fees or penalties to Buyer.
4.4 Credit Card Fees. In connection with the Services, you may be charged a fee, determined by Seller, of up to 4% of the Invoice amount in the event that you make a payment using a credit card (the “Card Fee”). The Card Fee may be modified as agreed upon in writing between you and the applicable Seller and as updated on the Services. The Card Fee is subject to change at the discretion of Seller. The Card Fee currently in effect will be displayed to you at the time a transaction is processed.
4.5 Automated Clearinghouse (ACH) Payments. When you make a payment to a Seller, if your designated Payment Method is a bank account, you authorize Wholesail to initiate a debit to your bank account in accordance with the applicable Invoice and as set forth in the Services. You acknowledge and agree that such requests constitute your authorization to Wholesail to process your payment using the ACH on behalf of Seller, and that once you have provided your authorization for the payment, you will not be able to cancel the transaction. Wholesail reserves the right to resubmit on behalf of Seller any ACH debit you authorized that is returned for insufficient or uncollected funds, except as otherwise provided by Nacha’s ACH rules (collectively, the “Nacha Rules”), or applicable law. You hereby certify that you have provided Wholesail with a business bank account that is enabled for ACH transactions. You and Wholesail agree to be bound by the Nacha Rules as they pertain to your transactions through Wholesail. You acknowledge that the origination of ACH transactions to your account must comply with the provisions of U.S. law.
4.6 Transaction History. You may view your transaction history and Invoices on the Services.
4.7 Processing Errors. Wholesail will attempt to rectify processing errors it discovers. If an error results in a charge in a different amount from the amount you authorized, Wholesail will initiate a debit or credit to the relevant Payment Method, as applicable, in the amount of the difference. You hereby grant Wholesail authorization to process such transactions. Your failure to notify Wholesail of a processing error within ninety (90) days of when it first appears in your transaction history will be deemed a waiver of any right to amounts owed to you.
4.8 Taxes. You will be liable for all transaction taxes on the Services provided under the Agreement (other than taxes based on Wholesail's income).
4.9 Third Party Providers. Wholesail uses Stripe, Inc. (“Stripe”) and Plaid Inc. (“Plaid”) as third party service providers for payment services. Wholesail uses Plaid to gather User data from financial institutions. By using our Service, you grant Wholesail and Plaid the right, power, and authority to act on your behalf to access and transmit your financial information from the relevant financial institution. You agree to your financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy: https://plaid.com/legal. By using the Services, you also agree to be bound by Stripe’s Privacy Policy: https://stripe.com/us/privacy and hereby consent and authorize Wholesail and Stripe (and its affiliates) to share any information and payment instructions you provide with Stripe to the minimum extent required to complete your transactions. By using the Services, you agree to be bound by the Stripe Connected Account Agreement: https://stripe.com/us/connect-account/legal.
5. Ownership.
5.1 Types of Content. You acknowledge that all Content, including the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not Wholesail, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services (“Your Content”), and other Users of the Services, and not Wholesail, are similarly responsible for all Content they Make Available through the Services (“User Content”).
5.2 Wholesail Services. Except with respect to Your Content and User Content, You agree that Wholesail and its suppliers own all rights, title and interest in the Services (including but not limited to, any computer code, themes, objects, concepts, artwork, animations, sounds, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
5.3 Trademarks. Wholesail and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Wholesail and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
5.4 Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the Services.
5.5 License to Your Content. Subject to any applicable account settings that you select, you grant (and represent and warrant that you have the right to grant) Wholesail a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) (a) for the purposes of operating and providing the Services to you and to our other Users or as otherwise permitted by our Privacy Policy and applicable laws and regulations, and (b) use Your Content in an aggregated and anonymized form (“Anonymized Data”) for any purpose. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Wholesail, are responsible for all of Your Content that you Make Available on or in the Services.
5.6 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Wholesail through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Wholesail has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Wholesail a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services.
5.7 Marketing. Wholesail may list you as a Buyer in its promotional and marketing materials, including the Website. You hereby approve Wholesail’s use of your name and logo, subject to such usage requirements as you may reasonably specify, for the following: (i) on Wholesail webpages that identify Wholesail’s customers, for the sole purpose of identifying you as a user of Wholesail; and (ii) in Wholesail’s sales and marketing materials and communications for the sole purpose of identifying you as a user of Wholesail.
6. Buyer Conduct. While using or accessing the Services you agree that you will not, under any circumstances:
(a) Breach or circumvent any laws, third party rights or our systems and policies;
(b) Interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
(c) Purchase or pay for illegal goods through the Services;
(d) Post false, inaccurate, misleading, defamatory or libelous content;
(e) Take any action that may undermine our feedback or ratings systems;
(f) Bypass our robot exclusion headers, interfere with the working of the Services, or impose an unreasonable or disproportionately large load on our infrastructure;
(g) Subcontract or otherwise delegate any of Buyer’s obligations under the Agreement;
(h) Disclose or distribute information regarding a Seller obtained through the Services to a third party without Seller’s consent; or
(i) Use any information made available via the Services to harass, intimidate, stalk any person, or make unwanted contact with a Seller.
7. Investigations. Wholesail may, but is not obligated to, monitor or review the Services and Content at any time. Without limiting the foregoing, Wholesail shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although Wholesail does not generally monitor User activity occurring in connection with the Services or Content, if Wholesail becomes aware of any possible violations by you of any provision of the Agreement, Wholesail reserves the right to investigate such violations. If, as a result of the investigation, Wholesail believes that criminal activity has occurred, Wholesail reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Wholesail is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including Your Content, in Wholesail’s possession in connection with your use of the Services, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Agreement, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Wholesail, its Users or the public, and all enforcement or other government officials, as Wholesail in its sole discretion believes to be necessary or appropriate.
8. Interactions with Other Users.
8.1 User Responsibility. You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that Wholesail reserves the right, but has no obligation, to intercede in such disputes.
8.2 Content Provided by Other Users. The Services may contain User Content provided by other Users. Wholesail is not responsible for and does not control User Content. Wholesail has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
8.3 SMS Messaging. You may elect to receive communications from other Users through the Service via SMS (text) messaging to your mobile device ("SMS Messages"). The option to receive SMS Messages is entirely discretionary and by electing to do so you (i) hereby represent and warrant that you are the rightful owner of or subscriber to the mobile telephone number provided to receive the SMS Messages, (ii) expressly agree to receive SMS Messages from the User to who you provided consent, and (iii) agree to release and hold Wholesail harmless from any claim regarding your receipt of the SMS Messages.
9. Term and Termination.
9.1 Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.
9.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used the Services or (b) the date you accepted the Agreement and will remain in full force and effect while you use any of the Services, unless earlier terminated in accordance with the Agreement.
9.3 Termination for Convenience. Either party may terminate this Agreement for convenience on sixty (60) days’ prior written notice to the other party. If you want to terminate the Services provided by Wholesail, you may do so by notifying Wholesail. Your notice should be sent, in writing, to legal@paywholesail.com. If you choose to activate Auto-pay, you may cancel at any time upon written notice to Wholesail.
9.4 Termination for Cause. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. Wholesail may terminate this Agreement immediately with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice, if we are required to do so by law (e.g., where the provision of the Website, the Application, or the Services is, or becomes, unlawful) or if required by a Third Party Provider. You agree that all terminations for cause shall be made in Wholesail’s sole discretion and that Wholesail shall not be liable to you or any third party for any termination.
9.5 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with your use of the Services, including Your Content, except as set forth in Section 9.6 below. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Wholesail will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. For the avoidance of doubt, subject to Wholesail’s rights to recover and withhold amounts due to Wholesail under this Agreement, upon expiration or termination of this Agreement, Wholesail will transmit payment of funds authorized by you prior to termination.
9.6 Data Extraction. For ninety (90) days after the expiration or termination of this Agreement, as applicable, Wholesail will make your transaction history available to you through the Services on a limited basis solely for purposes of your retrieval of your transaction history, unless we are instructed by you to delete such data before that period expires.
10. Indemnification.
10.1 By You. You agree to indemnify and hold Wholesail, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Wholesail Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the Services; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. Wholesail reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Wholesail in asserting any available defenses. You agree that the provisions in this Section 10 will survive any termination of your Account, the Agreement or your access to the Services.
11. Disclaimer of Warranties and Conditions; Release.
11.1 Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE WHOLESAIL PARTIES HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING OR RELIANCE. WHOLESAIL DOES NOT WARRANT ANY THIRD PARTY CONTENT OR FUNCTIONALITY, OR THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. WHOLESAIL MAKES NO GUARANTEES REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.
11.2 No Liability for Conduct of Third Parties and Other Users. YOU ACKNOWLEDGE AND AGREE THAT WHOLESAIL PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD WHOLESAIL PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
(a) WHOLESAIL MAKES NO WARRANTY THAT THE GOODS PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WHOLESAIL MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY GOODS OBTAINED THROUGH THE SERVICES.
(b) WHOLESAIL ONLY PROVIDES A PLATFORM FOR SELLERS AND BUYERS. WE ARE NOT INVOLVED IN THE ACTUAL TRANSACTION BETWEEN BUYERS AND SELLERS. WHILE WE MAY HELP FACILITATE THE RESOLUTION OF DISPUTES THROUGH VARIOUS PROGRAMS, WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF ITEMS ADVERTISED, THE TRUTH OR ACCURACY OF INFORMATION PROVIDED BY SELLERS (INCLUDING INVOICES), SELLERS’ INTEGRITY, RESPONSIBILITY, OR ACTIONS, THE ABILITY OF SELLERS TO SELL ITEMS, OR THAT A SELLER WILL ACTUALLY COMPLETE A TRANSACTION OR RETURN ALL ITEMS. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH ANY THIRD PARTY AS A RESULT OF SALES MADE THROUGH THE SERVICES AND ANY OTHER PARTIES WITH WHOM YOU INTERACT WITH THROUGH THE SERVICES; PROVIDED, HOWEVER, THAT WHOLESAIL RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO INTERCEDE IN SUCH DISPUTES. YOU AGREE THAT WHOLESAIL WILL NOT BE RESPONSIBLE FOR ANY LIABILITY INCURRED AS THE RESULT OF SUCH INTERACTIONS.
(c) WE DO NOT TRANSFER LEGAL OWNERSHIP OF ITEMS FROM THE SELLER TO THE BUYER. CALIFORNIA COMMERCIAL CODE § 2401(2) AND UNIFORM COMMERCIAL CODE § 2-401(2) APPLY TO THE TRANSFER OF OWNERSHIP BETWEEN THE BUYER AND THE SELLER, UNLESS THE BUYER AND THE SELLER AGREE OTHERWISE. FURTHER, WE CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO THE SERVICES AND OPERATION OF THE SERVICES MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. ACCORDINGLY, TO THE EXTENT LEGALLY PERMITTED, WE EXCLUDE ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS.
(d) YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT WHOLESAIL DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. WHOLESAIL MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES. WHEN INTERACTING WITH OTHER USERS YOU SHOULD EXERCISE CAUTION AND COMMON SENSE TO PROTECT YOUR PERSONAL SAFETY AND PROPERTY. NEITHER WHOLESAIL NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES.
(e) IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE THE WHOLESAIL PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR 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.
12. Limitation of Liability.
12.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WHOLESAIL PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT WHOLESAIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR DISPUTES WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (5) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A WHOLESAIL PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A WHOLESAIL PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A WHOLESAIL PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
12.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL WHOLESAIL PARTIES BE LIABLE TO YOU FOR MORE THAN ONE HUNDRED DOLLARS ($100). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A WHOLESAIL PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A WHOLESAIL PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A WHOLESAIL PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
12.3 User Content. WHOLESAIL PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
12.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WHOLESAIL AND YOU.
13. Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Wholesail and limits the manner in which you can seek relief from us.
13.1 Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Services, to any products sold or distributed through the Services, or to any aspect of your relationship with Wholesail, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify,; and (2) you or Wholesail may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
13.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: Wholesail, 221 Main St #324, Los Altos, CA 94023. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
13.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Wholesail. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
13.4 Waiver of Jury Trial. YOU AND WHOLESAIL HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Wholesail are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
13.5 Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other claims shall be arbitrated.
13.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: legal@paywholesail.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your Wholesail account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
13.7 Severability. Except as provided in subsection 13.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
13.8 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Wholesail.
13.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Wholesail makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Wholesail at the following address: Wholesail, 221 Main St #324, Los Altos, CA 94023 or at legal@paywholesail.com.
14. General Provisions.
14.1 Electronic Communications. The communications between you and Wholesail use electronic means, whether you use the Services or send Wholesail e-mails, or whether Wholesail posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Wholesail in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Wholesail provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
14.2 Release. You hereby release Wholesail Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, must have materially affected his or her settlement with the debtor or released party.”
14.3 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Wholesail’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
14.4 Force Majeure. Wholesail shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
14.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at support@paywholesail.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
14.6 Governing Law. The Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the international sale of goods does not apply to the Agreement.
14.7 Exclusive Venue. To the extent the parties are permitted under the Agreement to initiate litigation in a court, both you and Wholesail agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in the State of California.
14.8 Notice. Where Wholesail requires that you provide an e-mail address, you are responsible for providing Wholesail with your most current e-mail address. In the event that the last e-mail address you provided to Wholesail is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Wholesail’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Wholesail at the following address: Wholesail, 221 Main St #324, Los Altos, CA 94023 or at legal@paywholesail.com. Such notice shall be deemed given when received by Wholesail by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
14.9 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
14.10 Severability. If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
14.11 Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Wholesail are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Wholesail products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
14.12 Accessing and Download the Application from the Apple App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) the Agreement is concluded between you and Wholesail only, and not Apple, and (ii) Wholesail, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Wholesail and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Wholesail.
(d) You and Wholesail acknowledge that, as between Wholesail and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and Wholesail acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Wholesail and Apple, Wholesail, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
(f) You and Wholesail acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(g) Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
14.13 Independent Contractors. The relationship between the parties shall be that of independent contractors. Neither you nor any of your authorized users, employees, consultants, contractors or agents (collectively “Your Personnel”) will be considered to be employees or agents of Wholesail for any purpose, and Wholesail will not be considered your agent or an agent of Your Personnel for any purpose. Neither party, nor its employees, will have any authority to bind or make commitments on behalf of the other party for any purpose, nor will it or they hold itself or themselves out as having such authority. You will be solely responsible for supervising, providing daily direction and control, and paying the salaries (including withholding of income taxes and social security contributions), accident and other insurance as required by law, disability benefits and the like, of all Your Personnel.
14.14 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
End of Terms