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Wholesale Terms Generator – Create Your Wholesale Agreement

Want to generate a wholesale agreement terms & conditions sheet for your wholesale business? This tool lets you generate a wholesale terms and conditions document based on easy to understand, commonly used wording.

It’s a great starting point if you’re starting a wholesale business and want a simple wholesale agreement template that you modify. As always, check with your legal counsel to see if this generated wholesale terms & conditions is suitable for use in your business.

To generate, simply input your company information and press the terms generator will use our boilerplate terms & conditions and replace all your information inside, ready to copy and paste into your website.

Enter Your Details



Enter Company Information








The min order amount you need for wholesale orders. Eg. $1000


The amount you charge to restock items after a return. Eg. 15% or $100

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Terms Of Service

These Terms of Service (the “Agreement”) set forth the terms and conditions that apply to your access and use of the internet website owned and operated by Rymera Web Co Pty Ltd (“Wholesale Suite”) and located at wholesalesuiteplugin.com and *.wholesalesuiteplugin.com (the “Site”) including all subsidiary webpages and access to any optimized version of the Site via a wireless device, and access and use of the services available thereon, including, without limitation, the services that enable you to create, test and host promotion-specific custom landing pages for online marketing purposes (the “Services”). This Agreement is legally binding between you, the person using this Site, and Wholesale Suite. Terms such as “we,” “our” and “us” refer to Wholesale Suite.

YOU ACCEPT AND AGREE TO THIS AGREEMENT AND CONSENT TO WHOLESALE SUITE’S PRIVACY POLICY LOCATED AT https://wholesalesuiteplugin.com/privacy-policy/ (THE “PRIVACY POLICY”), BY DOING ANY ONE OF THE FOLLOWING ITEMS: (1) VISITING THIS SITE; (2) MAKING A PURCHASE OR SUBMITTING CONTENT THROUGH THE SITE; (3) COMPLETING THE ONLINE APPLICATION PROCESS BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; OR (4) BY EXECUTING A SUBSCRIPTION THAT REFERENCES THIS AGREEMENT. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the services.

On our Site, we may provide short summaries of the terms and conditions in this Agreement. Any such summaries are provided only for your convenience, are not legally binding and do not modify this Agreement in any way.

Wholesale Suite may update or modify this Agreement or the Privacy Policy at any time and such updated versions will be posted on the Site. You are responsible for periodically checking the Agreement and Privacy Policy. Your continued use of the Site and/or the Services after this Agreement and/or Privacy Policy are updated shall be deemed acceptance of any such updated Agreement and/or Privacy Policy.

Ability to Enter into this Agreement

This Site and the Services are not designed for or directed at children 13 years of age or younger. In addition, in order to enter into this Agreement, you must be 18 years old or have otherwise reached the legal age of majority in your jurisdiction of residence or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you in your jurisdiction of residence or otherwise. If you accept this Agreement, you represent that you have the capacity to be bound by it.

You may not use the Services and may not accept this Agreement if (a) you are not of legal age to form a binding contract with Wholesale Suite, or (b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are a resident or from which you use the Services.

Before you continue, you should print or save a local copy of this Agreement for your records.

Your Profile Information and Account

In order to access certain Services, you may be required to provide information about yourself (such as API, identification or contact details) as part of the registration process for the Service or as part of your continued use of the Services. You may also have to create passwords or other forms of authentication. You agree to provide true, accurate, current and complete information about yourself, and you may not misrepresent your profile information. You agree and understand that you are responsible for maintaining the confidentiality of any such information or passwords. Accordingly, you agree that you will be solely responsible to Wholesale Suite for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Wholesale Suite immediately.

Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your password to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying Wholesale Suite immediately.

By providing us with your e-mail address, you agree to receive all required notices electronically to that e-mail address. It is your responsibility to update or change that e-mail address, as appropriate.

By providing us with your phone number, you agree to allow Wholesale Suite to contact you via that telephone number regarding all billing notices and/or inquiries (including, but not limited to: payment issues, billing discrepancies, declined/failed payments and/or expired payment methods). It is your responsibility to update or change that phone number, as appropriate.

Fees

You shall pay all fees specified in any subscription to Services or use of the Site (“Subscription”). We will charge you a periodic fee based on the Subscription you choose. Such fees shall be billed in advance for each period and are non-refundable except as specifically mentioned in these Terms of Service. Except for refunds provided for cancellation of Subscriptions within the first fourteen (14) days (as described in the section below entitled Cancellation and Termination and in the Wholesale Suite Refund Policy), there will be no refunds or credits for partial months of service or for periods in which your Subscription remains active but you do not use the Services.

We reserve the right to modify our billing rates at any time upon thirty (30) days written notice by posting such fee changes to the Services or on the Site.

At our discretion, we may offer free, introductory or discounted pricing for use of the Services (a “Trial Program”). Once the terms of any Trial Program have expired, you agree that our normal billing rates shall apply. You agree to comply with any additional terms, restrictions or limitations (including limitations on the total amount of usage) we impose in connection with any Trial Program. You may not sign-up for multiple Accounts in order to receive additional benefits under any Trial Programs.

You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with your Subscription at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

All prices listed, fees, charges and refunds are issued in USD. We make no guarantees as to the exchange rate between any currencies, or that the exchange rate will remain unchanged during any period of time. The cost of Services may increase or decrease over a given period of time depending on the currency you choose to pay with and the specific exchange rate at that time. Refunds are likewise issued in USD and are subject to exchange rate volatility. There will be no additional refunds or credits issued in consideration of current or eventual exchange rates. You are responsible for any currency exchange taxes, fees, or other costs that may incur by making a purchase of our Services.

Intellectual Property Rights

All right, title, interest and ownership and intellectual property rights in and to the Site, Wholesale Suite trademarks and the templates provided via the Site, including but not limited to its “look and feel” (e.g., text, graphics, images, logos, buttons, icons and the placement and layout thereof), images, video, audio, data, content, software (including html-based computer programs) and other media, material or information, other than your Content, are and will remain the property of Wholesale Suite or it’s software or content suppliers. Any templates or derivatives of templates provided that you may build using the Site belong to Wholesale Suite. The Site is protected under Australia and international copyright, trademark and other laws and treaties.

Subject to the terms and conditions of this Agreement, Wholesale Suite grants to you, during the term of this Agreement, a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Services that are subject to a valid Subscription.

You acknowledge that any ideas, suggestions, concepts, processes or techniques which you provide to Wholesale Suite related to the Services, the Site or Wholesale Suite or it’s business (“Feedback”) shall become Wholesale Suite’s property without any compensation or other consideration payable to you by Wholesale Suite, and you do so of your own free will and volition. Wholesale Suite may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Wholesale Suite may decide into the Site, its software, services, documentation, business or other products, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Wholesale Suite in any Feedback and, as applicable, waive any moral rights.

Wholesale Suite owns any test results, data information and other output generated by your use of the Site and/or the Services during the term of this Agreement.

The following are registered trademarks, trademarks or service marks of Rymera Web Co Pty Ltd or its Affiliates: Wholesale Suite™. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Rymera Web Co Pty Ltd or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Rymera Web Co Pty Ltd or its Affiliates.

Confidential Information

You agree to safeguard, keep secret and not to disclose to any third party, any Confidential Information acquired, learned or provided from Wholesale Suite during the term of this Agreement or following the expiration or termination of this Agreement. “Confidential Information” means any information marked confidential or that ought reasonably to be considered confidential under the circumstances and includes, without limitation, any business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds.

Plugin License

Wholesale Suite’s WordPress plugins are licensed under the GNU general public license (https://www.gnu.org/licenses/gpl.html) version 2.0 or later.

Disclaimer of Warranties

YOUR USE OF THE SITE AND ALL CONTENT FORMING PART OF OR RELATED TO THE SITE, INCLUDING ANY CONTENT YOU UPLOAD OR SUBMIT AND ANY THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WHOLESALE SUITE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.

WHOLESALE SUITE DISCLAIMS ANY WARRANTY THAT THE SITE OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT, FROM TIME TO TIME, WHOLESALE SUITE MAY REMOVE THE SITE FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE SITE MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR OTHER ACTIONS THAT WHOLESALE SUITE, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. WHOLESALE SUITE MAKES NO GUARANTEE REGARDING: (A) THE SECURITY OF ANY INFORMATION PROVIDED BY YOU INCLUDING BUT NOT LIMITED TO YOUR API; OR (B) THE COMPATIBILITY OF YOUR SOFTWARE, HARDWARE OR CONTENT WITH THE SITE.

WHOLESALE SUITE IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY WHOLESALE SUITE, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY WHOLESALE SUITE.

YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR CONTENT IS COMPATIBLE WITH THE SITE. WHOLESALE SUITE DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR CONTENT BY THIRD PARTIES OR OTHER USERS OF THE SITE AND IS NOT RESPONSIBLE FOR PROTECTING YOUR CONTENT.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WHOLESALE SUITE OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

THE SITE IS OFFERED AND CONTROLLED BY WHOLESALE SUITE FROM ITS FACILITIES IN THE AUSTRALIA, SINGAPORE AND UNITED STATES. WHOLESALE SUITE MAKES NO REPRESENTATIONS THAT THE SITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

Support

Support for plugins sold and distributed by Rymera Web Co Pty Ltd is only available for those who have an active, paid support license.

Support, updates and plugin downloads are granted for one year after the original purchase based on the license that you have purchased. After one year is completed, the purchaser must renew their license in order to continue receiving support, updates, and access to download plugin files for the items purchased.

Support for Wholesale Suite is provided as long as Wholesale Suite is actively in development. Should any one of the following occur, Rymera Web Co Pty Ltd will no longer be responsible for providing support for Wholesale Suite:

  1. Wholesale Suite is no longer actively developed as a viable product under Rymera Web Co Pty Ltd.
  2. Wholesale Suite or the parent company is purchased or bought out by another company.
  3. WordPress is no longer actively developed.
  4. WooCommerce is no longer actively developed.

While we attempt to provide the best support possible for our plugins, we do not guarantee that any particular support query can or will be answered to the extent that the inquirer is completely satisfied.

License Holders

Only a license holder is permitted to request support or access support resources. If any attempt is made by another party other than the license holder to access support in a manner not specified, we reserve the right to suspend indefinitely the license key without notice or consent.

Re-posting content from any portion of this site, including support forum and documentation materials, is strictly prohibited. If any attempt is made to re-post content in a manner specified above, we reserve the right to suspend indefinitely the license key without notice or consent.

Sharing or Reselling your license key is not allowed. If we discover a violation of this rule, we reserve the right to immediately suspend the account without notice, indefinitely.

Inactive License

If your license becomes inactive and is otherwise no longer valid, (a) Wholesale Suite will no longer be obligated to provide you the Services, (b) your account will no longer be accessible by you to download plugin files, (c) you will immediately stop using Services, and (c) all licenses and other rights granted to you under the Agreement will immediately cease. Wholesale Suite will not be liable to you or any third party for termination of this Agreement or any termination or suspension of your use of the Services.

YOU ACKNOWLEDGE THAT YOUR CONTENT MAY BE DELETED FROM YOUR ACCOUNT UPON YOUR LICENSE BECOMING INACTIVE. THIS CONTENT CANNOT BE RECOVERED ONCE DELETED. IF YOUR LICENSE IS NOT ACTIVE, WHOLESALE SUITE WILL NOT STORE CONTENT ON YOUR BEHALF.

Limitation of Liability / Exclusion of Consequential and Related Damages

NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE “FEES” SECTION OF THE AGREEMENT.
IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

THE FOREGOING LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICES PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN WHOLESALE SUITE AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITE OR RECEIVED BY YOU ON ANY THIRD PARTY SITES. YOU ALSO AGREE THAT WHOLESALE SUITE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SITE.

Wholesale Suite reserves the right to modify, suspend or discontinue the Site and/or Services, or any portion thereof, with or without notice at any time and for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. Wholesale Suite shall have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any such modification, suspension or discontinuance.

Indemnity

You agree to indemnify, defend, and hold harmless Wholesale Suite, and its parent company, subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) arising out of or relating to this Agreement or the Site, including but not limited to in relation to: (a) your use, non-use or misuse of, or connection to the Site, the Services and any Content, including without limitation your Content and any third party Content, forming part of the Site; (b) your breach or alleged breach of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third party. Wholesale Suite reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Wholesale Suite and you agree to cooperate with Wholesale Suite’s defense of these claims. You agree not to settle any matter without the prior written consent of Wholesale Suite. Wholesale Suite will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Automatic Renewal

Unless you notify Rymera Web Co Pty Ltd (Wholesale Suite) before the end of the applicable subscription period that you want to cancel your renewal, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription for such Renewal using any credit card or other payment medium we have on record for you. A subscription can be cancelled at any time in the My Account and Billing section of your dashboard.

Cancellation and Termination

If you wish to cancel your Subscription, you can do so by logging into your account and proceeding with this option through the billing/subscription section menu. If you are unable to find this option within the billing/subscription section or if you have questions or need assistance, please contact Support and they can assist you with the cancellation process. You will remain liable for all charges accrued on your account up to the time that you downgrade or cancel your Subscription, including full monthly fees for the month in which you cancelled, provided however that if you cancel your Subscription within the first fourteen (14) days of opening your Wholesale Suite Account, you will receive a refund of your Subscription fee.

Upon cancellation of your Subscription, Wholesale Suite is under no obligation to maintain or store your account information or Content. Wholesale Suite may, at its option, either delete your information and Content immediately or retain it (in full or in part) in accordance with Wholesale Suite’s processes and practices.

Wholesale Suite reserves the right at any time, and without cost, charge or liability, to terminate this Agreement at its sole discretion for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. In addition, Wholesale Suite may, in its sole discretion, at any time, temporarily or permanently suspend access to your account, Subscription or Services for any violation or suspected violation of this Agreement. Wholesale Suite also reserves the right to deny access to anyone, including, but not limited to those users who use proxy servers and/or IP addresses residing in certain geographical areas outside of Canada and the United States. Wholesale Suite reserves the right to terminate any portion of the Site at any time, for any reason, with or without notice.

Refund Policy

Wholesale Suite offers a 14-day money-back guarantee on all purchases. If you are not satisfied with your purchase for any reason, you may request a refund within 14 days of the purchase date. To request a refund, please contact us via our premium support.

Our money-back guarantee offers that, if at any time within the first 14 days of opening your paid account you decide that Wholesale Suite is not for you, then just let our support team know and tell us why.

If we determine you are eligible, we will stop your Subscription and issue you a refund. Your request for a refund must be received within 24 business hours of the 14 days of the date and time of opening your paid Account. While some refunds may be instant, refund credit can take up to 5 – 10 business days to show up in your credit card statement.

If adequate notice is not received and your credit card is subsequently charged, you will not receive a refund.

Refund Policy for Frequent Refunders

In order to prevent abuse of our refund policy, we reserve the right to refuse refunds to customers who have a history of requesting refunds. We will consider the following factors when making a decision on whether or not to issue a refund:

  • The number of refunds that the customer has requested in the past year
  • The reason for the refund
  • The customer’s history of payment

If we determine that a customer is abusing our refund policy, we will not issue a refund for that customer’s current request. We may also take further action, such as suspending or terminating the customer’s account.

We appreciate your understanding of this policy. We want to ensure that our refund policy is fair to all customers and that it is not abused.

Discount Policy

On occasion, Wholesale Suite may offer purchase incentives in the form of subscription discount codes. Discount codes are applied on an introductory basis, meaning that they are only applied for the first term of the subscription selected. Discount codes do not perpetuate the life of the subscription. After your initial term has passed, subscriptions will be charged the regular price.

Agreement to Governing Law and Jurisdiction

If there is any dispute between you and Wholesale Suite about or involving this Agreement, the Site or the Services, you hereby agree that the dispute shall be governed by and construed in accordance with the laws of the state of Queensland in Australia, without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts in Brisbane, Queensland, Australia, with respect to any claim, proceeding or action relating to or otherwise arising out of this Agreement, the Site or the Services, howsoever arising, provided always that Wholesale Suite may seek and obtain injunctive relief in any jurisdiction.

Severability

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

Legal Remedies

You agree that this Agreement is specifically enforceable by injunctive relief and other equitable remedies without proof of monetary damages.

You agree that if Wholesale Suite does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Wholesale Suite has the benefit of under any applicable law), this will not be taken to be a formal waiver of Wholesale Suite’s rights and that those rights or remedies will still be available to Wholesale Suite.

Surviving Provisions

The sections of “Submission of Content”, “Intellectual Property Rights”, “Confidential Information”, “Disclaimer of Warranties”, “Third Party Sites and Content”, “Limitation of Liability/Exclusion of Consequential and Related Damages”, “Indemnity” and “Agreement to Governing Law and Jurisdiction”, “Severability”, “Legal Remedies”, and any other provisions that by their nature are intended to survive will survive any actual or purported termination of your account or termination or expiration of this Agreement and shall continue in full force and effect.

Manner of Giving Notice

Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email. Billing-related notices to you shall be addressed to the relevant billing contact designated by you. All other notices to you shall be addressed to the relevant contact designated by you.

Miscellaneous

NPS is a registered trademark, and Net Promoter Score and Net Promoter System are service marks, of Bain & Company, Inc., Satmetrix Systems, Inc. and Fred Reichheld.

Affiliate Terms & Conditions

Foreword

Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our company’s good name. So please bear with us as we take you through this legal formality.

If you have any questions, please don’t hesitate to let us know. We are strong believers in straight-forward and honest communication. For quickest results please email us.

Best regards,

Joshua Kohlbach
CEO of Rymera Web Co Pty Ltd makers of Wholesale Suite

Affiliate Agreement

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND WHOLESALE SUITE (A SUBSIDIARY OF RYMERA WEB CO PTY LTD).

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Wholesale Suite’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the Wholesale Suite website. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Wholesale Suite, and “you,” “your,” and “yours” refer to the affiliate.

2. Affiliate Obligations

2.1. To begin the enrolment process, you will complete and submit the online application at the affiliate registration page. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials

2.1.2. Promotes violence

2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

2.1.4. Promotes illegal activities

2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law

2.1.6. Includes “Wholesale Suite” or variations or misspellings thereof in its domain name

2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.

2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.

2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Wholesale Suite or any other affiliated business.

2.2. As a member of Wholesale Suite’s Affiliate Program, you will have access to the Affiliate Dashboard. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the Wholesale Suite web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.

2.3. Wholesale Suite reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.

3. Wholesale Suite Rights and Obligations

3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Wholesale Suite Affiliate Program.

3.2. Wholesale Suite reserves the right to terminate this Agreement and your participation in the Wholesale Suite Affiliate Program immediately and without notice to you should you commit fraud in your use of the Wholesale Suite Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Wholesale Suite shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

4. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

5. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Wholesale Suite’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Wholesale Suite’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Commissions & Payouts

Wholesale Suite uses the Affiliate WP WordPress plugin on their website to handle tracking of affiliate referrals.

If a referred customer’s order has been cancelled, put on hold, refunded or if Wholesale Suite has not received cleared funds from the customer for whatever reason, you will not receive commissions for this order.

Commissions can only be earned for a customer’s first order and will not be given on a recurring basis for subsequent orders. You will be eligible for 20% commission on a referred customer’s first order.

You cannot refer yourself or any company entities you are associated with through your own affiliate link. If we find you have been dishonest in this regard we will close your affiliate account and void any pending commissions.

Payment of commissions, should you have any commissions owing, is made via PayPal to your nominated email address between the 20th and 30th of each month. Failed payments are not retried the following month. Your PayPal account must be eligible to receive manual payments to participate.

7. Access to Affiliate Dashboard interface

You will be provided with a password so that you may enter the secure Affiliate Dashboard interface. From this interface you will be able to receive your reports that will describe our calculation of the commissions due to you.

8. Promotion Restrictions

8.1. You are free to promote your own web sites, but naturally any promotion that mentions Wholesale Suite could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Wholesale Suite. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Wholesale Suite so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Wholesale Suite so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Wholesale Suite. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Wholesale Suite Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Wholesale Suite, wholesalesuiteplugin.com, www.wholesalesuiteplugin.com, demo.wholesalesuiteplugin.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Wholesale Suite’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behaviour.

8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Wholesale Suite’s service).

8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Wholesale Suite’s site (i.e., no page from our site or any Wholesale Suite content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, Bing, Yahoo and similar search or directory engines); (c) set commission tracking cookies through loading of Wholesale Suite’s site in IFrames, hidden links and automatic pop ups that open Wholesale Suite’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Wholesale Suite’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Wholesale Suite and the good will associated therewith will inure to the sole benefit of Wholesale Suite.

9.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

10. Disclaimer

WHOLESALE SUITE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING WHOLESALE SUITE’S SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF WHOLESALE SUITE’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

11. Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

12. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL WHOLESALE SUITE’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

13. Indemnification

You hereby agree to indemnify and hold harmless Wholesale Suite, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

14. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

15. Miscellaneous

15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Wholesale Suite. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

15.3. This Agreement shall be governed by and interpreted in accordance with the laws of Australia without regard to the conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

Summary In Plain English