These “Terms of Service” (“Terms“) apply to the purchase and sale of third-party branded products (“Products”) provided by such third parties (“Vendors”) through WholesalePet.com (“Website”) and any related services, as well as use or access of our Website as visitors or users  (collectively, “Services”). The Website is owned and operated by Retail Store Networks, Inc. d/b/a WholesalePet.com (“We”, “us”, “our” or “Company”).

Only those entities (each a “Retailer” or a “Vendor”) who have set up a Retailer or Vendor Account (“Account”) with us can place orders for Product as a Retailer or process order for the sale of Product as a Vendor. If you have not set up an Account, you are not eligible to order Products or fulfill orders for the sale of such Products (as applicable) from the Website or participate in any other offerings on the Website or through the Company. All references to “you” or “your” means you as the Vendor or Retailer or the authorized individual representative of such Vendor or Retailer, as applicable.

The Terms are subject to change by us without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the “Last Updated Date” referenced on the Website or in these Terms. We will notify you of any changes by posting a notice on the Website or in these Terms. Material changes may require your review and consent prior to placing an order as a Retailer or processing an order as a Vendor.

Please read our Terms of Service and the related Privacy Policy (which are incorporated by reference into these Terms) carefully. You must agree to these Terms before you are permitted to use any of the Services.  If you do not agree with these Terms, you may not use any of our Services.

1. Order Acceptance and Cancellation

You agree that any order for Product is an offer to buy, under these Terms, the Products in your order. All orders must be accepted by the Vendor. We or any Vendor may choose not to accept orders at our sole discretion. All orders are subject to Vendor’s Product inventory and availability. You will receive a status email upon receipt of your order.

2. Products

All of the Products on our Website are manufactured and offered for sale by third party Vendors. Please see the Warranty and Disclaimers section below for more information and contact the Vendor for any questions regarding specific Products.

3. Prices and Payment Terms; Payment Processing

Terms of payment are set by the Vendor and any and all payments are processed by the Vendor or our third-party payment processors, as determined by us in our sole discretion. The price charged for a Product is determined by the Vendor at the time a Retailer order is placed, subject to the terms of any promotions or discounts that may be applicable as provided by the Vendor. Please check each Vendor page for specific Vendor policies regarding pricing and price changes, discounts, promotions, shipping and other relevant policies that may apply to your order. Vendors will be solely responsible for arranging the shipment of all Products to you. WholesalePet.com and the applicable third-party Payment Processor, in accordance with our Privacy Policy, may have access to certain billing information for purposes of assisting a Vendor with your order.

4. Returns and Refunds

We are not responsible for refunds or returns. Returns and refunds are handled according to each Vendor’s applicable terms and conditions and related policies on their Vendor page.

5. Company Property 
   • “Company Property” means the Website and all other related Services, and all other content, information, materials, data, software, technology and underlying systems, trademarks, branding, designs, related to the provision of the Services or defined in any other Company documentation, provided or made available by Company, or provided to the applicable Vendor or Retailer (or the applicable Vendor or Retailer Representative) in connection with these Terms and whether or not included within the Services, and the related intellectual property rights, including copyrights, patents, trademarks, and trade secrets, contained within or provided through all such items, in any form or medium (collectively, “Company Property”). All such Company Property is owned by Company, any of our suppliers, Vendors or third-party contractors or service providers (“Suppliers”) or any other applicable third parties (including Retailers when applicable). For the avoidance of doubt, and notwithstanding anything to the contrary, any item not listed here as part of the term “Company Property,” but is identified elsewhere as property owned by Company or its licensors, then each such item shall be part of the definition of Company Property. 
   • Subject to these Terms, we grant you a limited, non-transferable, non-exclusive, non-sublicensable, revocable license to use the Company Property specifically applicable to your use as a Vendor or Retailer or Vendor or Retailer Representative, solely for your own personal or specific business use.  Notwithstanding anything to the contrary, Company reserves all rights to all Company Property and any other materials and information provided by Company through any part of the Website or related Services that are not expressly granted in these Terms.  You acknowledge and agree that Company may terminate this license at any time for any or no reason and with or without notice.
   • Neither these Terms (nor your access to the Services) transfer to you or any third party any rights, title or interest in or to the Company Property, including any related intellectual property rights, except for the limited access rights expressly provided in these Terms.  There are no implied licenses granted under these Terms.  You are not permitted to use any of the Company Property in any way other than as specifically permitted in these Terms without the prior written consent of us or our applicable Supplier.  Company and our Suppliers reserve all rights not expressly granted in these Terms.
6. Certain Restrictions Regarding your Use of the Services and All Company Property 
   • The rights granted to you in these Terms are subject to the following restrictions regarding any and all Company Property (as applicable), all of which, when applicable, will be determined or assessed by us, in our sole discretion. For the avoidance of doubt, all references to “Company Property” below will mean any and all types of Company Property, or the specific type(s) of Company Property, whichever applicable.
     • You shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Company Property, whether in whole or in part, or any content displayed within the Company Property.
     • You shall not market, rent or lease the Company Property for a fee or charge, or use the Company Property to advertise or perform any commercial solicitation.
     • You shall not use the Company Property, without our express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming.
     • You shall not access the Company Property in order to build a similar or competitive app, platform, website, product, or service.
     • You shall not modify, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Company Property.
     • 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 the Company Property.
     • You shall not interfere with or attempt to interfere with the proper working of the Services, disrupt our Website or the Company’s business operation or any networks connected to the Website or Services, or bypass any measures we may use to prevent or restrict access to the Company Property.
     • You shall not incorporate the Company Property or any portion thereof into any other program or product. In such case, we reserve the right to refuse service, terminate accounts or limit access to the Company Property in our sole discretion.
     • You shall not infringe on anyone’s intellectual property rights (including privacy and publicity rights), defame anyone, impersonate anyone, or otherwise violate the rights of a third party.
     • Except as expressly stated in these Terms, no part of the Company Property may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.
     • You shall not hack or modify the Company Property to set up robots to automate or otherwise manipulate content within the Company Property.
     • You shall not use automated scripts to collect information from or otherwise interact with the Company Property.
     • You shall not hack, crack, phish, SQL inject, or otherwise compromise the security or integrity of our Company Property or any property, product or service of any of our Suppliers, Users or any other third parties.
     • You shall not use the Company Property to upload, transmit, distribute, store or otherwise make available in any way: files that contain viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.
     • You shall not share any other content or information accessed through the Company Property with any third parties unless expressly permitted under these Terms.
     • You shall not use or attempt to use another’s account, service or system without authorization from Company, or create a false identity in connection with the Services.
     • You shall not post or send anything violent, threatening, pornographic, obscene, inflammatory, racist, hateful, or otherwise objectionable.
     • You shall not post any information or material that would constitute, encourage or provide instructions for a criminal offense, dangerous activities or self-harm.
     • You shall not intimidate or harass another, or promote sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
     • You shall not post any material that is deliberately designed to provoke or antagonize people, especially trolling and bullying, or is intended to harass, harm, hurt, scare, distress, embarrass or upset people.
     • You shall not provide any comments, text or any other answers, responses, opinions, analysis or recommendations that you are not properly licensed or otherwise qualified to provide.
     • You shall not post any material that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using the Services (or related Company Property), or which may expose Company, the Company Property or its users to any harm or liability of any type.
     • You shall not violate the laws of the United States, its states or any other countries or entities having jurisdiction over these Terms, Company or yourself, whether or not the foreign political entity is a country or a subdivision (such as a state or province) or municipality (such as a city, town, county, or region) of a foreign country.
     • You shall not do anything else that Company believes (in its sole discretion) could harm or negatively affect us or any other user or third party
   • Any unauthorized use of the Company Property and/or related Services immediately terminates the licenses granted by Company pursuant to these Terms.
   • Other User Violations. For the avoidance of doubt, you acknowledge and agree that if another user violates any term in this Section 6 (or any other term in these Terms) and you are negatively affected by such violation, that user, and not the Company, shall be liable for any resulting damages or claims you may be entitled to under applicable laws.  
   • You agree that you will initiate all such claims directly against that user and not Company, and that you may contact Company for the possibility of Company seeking to assert its indemnification rights against that user, as solely determined by Company in its sole discretion.
7. Copyright and Other Intellectual Property Infringement Claims 
   • We take the protection of Intellectual Property seriously.  We respect the rights of others’ content and Intellectual Property, and we expect our Users to do the same.  You agree not to copy, distribute, display or otherwise reproduce any of the Services or any information available through the Services without obtaining our prior written permission in each such instance.  We reserve the right (in our sole discretion) to terminate and/or disable the accounts of yours and any Users for materially or repeatedly infringing the intellectual property rights of our, our Suppliers and any other third parties in accordance with all applicable laws.  Claims of copyright or other intellectual property infringement can be sent to our copyright agent at service@wholesalepet.com.
   • Any claims of alleged copyright or other intellectual property infringement must include:
     • Identification of the intellectual property works which are the subject of the claimed infringement.
     • Identification of the claimed infringing activity, including the location of the infringing copy within the applicable Company Property.
     • A statement with the signature of the person making the claim, which states that such person is the owner, or authorized to act on behalf of the owner, of the infringed intellectual property, along with current contact information, which should include a mailing address, telephone number, and email address.
     • A statement of a good faith belief that the subject use is not authorized by the intellectual property owner.
     • A statement as follows: “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the intellectual property that is allegedly infringed.”
     • If a statement does not include all required elements, it will not be treated as actual notice under the U.S. Digital Millennium Copyright Act (17 U.S.C. §512), or other applicable U.S. intellectual property law.
     • Although U.S. law does not provide for a similar procedure for trademark infringement, we recommend that you send us similar information, as described above, in regards to any allegation of trademark infringement, and we will address it as soon as practicable.
     • In the event we receive a claim, which substantially complies with the complaint requirements detailed above, we will respond promptly by removing or disabling access to the alleged infringing material from our Company Property and notify you of our removal or disabling. If a notification does not substantially comply with applicable law, then we may, in our sole discretion, request additional information, decline to act, or otherwise address the matter. If you believe a copyright claim is in error, you may provide us with a counter notice consistent with applicable law.  If you are the subject of multiple claims, we may, in our sole discretion, terminate your Account without further notice.
8. Indemnification
   • You will, and hereby do, indemnify, defend, and hold harmless Company and our current and former managers, officers, directors, affiliates and personnel (including employees and contractors) from and against any and all liabilities, claims (including third-party claims), damages, losses, costs (including reasonable attorneys’ fees and other legal costs), arising directly or indirectly from: (i) your violation of these Terms (including any breach of warranty or violation of applicable law); (ii) your access to or use of the Services and all other applicable Company Property (including all content); (iii) your violation of the rights of any third party; or (iv) your actual or alleged infringement of any third party proprietary or intellectual property right arising out of the duplication, sale, distribution or any other prohibited use of any Company Property, or of information (including Vendor or Retailer information you provide as a Vendor or Retailer or authorized representative of such company, as applicable) you submit through the Services or any other Company Property.
   • We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. Our failure to promptly notify you as to the existence of an indemnifiable claim will not relieve your applicable indemnification obligations, except to the extent that such failure or delay is prejudicial. We will invoice you for all expenses of our defense, and you will pay such invoices in full immediately on presentation. You agree not to settle any matter without our prior written consent.
9. Warranty and Disclaimers
   • We do not manufacture or control any of the Products offered on our Website nor do we make any representations or warranties with respect to any individual Vendor or Product. The availability of Products through the Website does not indicate an affiliation with or endorsement of any Vendor, Product, service, or manufacturer. Accordingly, we do not provide any warranties with respect to the Products offered on the Website or through our Services. Products are however covered by any applicable manufacturer’s warranty as detailed in the Product’s description or Vendor page on the Website and included with the Product made available by the applicable Vendor. To obtain warranty service for defective products, please follow the instructions included in the manufacturer’s warranty on the applicable Vendor page and contact the Vendor directly.
   • You acknowledge and agree that we have no control over all such Vendors offering Products through our Services and we shall therefore not be responsible or liable to you or anyone else related to your purchase of the Products or interaction with any particular Vendor. We cannot guarantee the availability of any Product and are not responsible for the discontinuation or suspension of access to any Product.
   • TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL PRODUCTS AND SERVICES OFFERED AND ALL OTHER PROPERTY OR CONTENT PUBLISHED OR MADE AVAILABLE ON OR THROUGH THE WEBSITE OR OUR SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, STATUTORY, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
   • COMPANY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES AND WILL HAVE NO LIABILITY RELATING TO THE ADEQUACY, ACCURACY, TIMELINESS, OR COMPLETENESS OF OUR WEBSITE, RELATED SERVICES OR ANY OTHER PROPERTY MADE AVAILABLE TO YOU.
   • COMPANY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES THAT ANY OF THE WEBSITE OR OTHER PROPERTY THROUGH OUR SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL REMAIN CONFIDENTIAL, OR WILL BE ACCURATE, RELIABLE, ADEQUATE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, SAFE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT DAMAGES FROM HACKERS, VIRUSES, BUGS, CORRUPTION OF DATA OR OTHER TYPES OF CONTAMINATION WILL BE CORRECTED OR PREVENTS, AND WILL HAVE NO LIABILITY RELATING TO ANY OF THE FOREGOING.
   • NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH ANY OF OUR SERVICES, CONTENT OR OTHER COMPANY PROPERTY SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS.
   • ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN OUR WEBSITE OR ANY OF OUR OR OUR LICENSORS’ OTHER PROPERTY IS DISCLAIMED.
   • SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMERS OR EXCLUSIONS MAY NOT APPLY TO YOU.
   • YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.
10. Limitation of Liability
    • TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL THE TOTAL AND MAXIMUM LIABILITY OF THE COMPANY OR ITS PARTNERS, AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, AGENTS, REPRESENTATIVES, SUPPLIERS, VENDORS OR RETAILERS (AS APPLICABLE), OR LICENSORS OF COMPANY OR OF ITS PARTNERS, AFFILIATES OR SUBSIDIARIES, EITHER JOINTLY OR SEVERALLY, TO YOU OR ANY THIRD PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING FROM OR RELATED TO THESE TERMS, (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION INCLUDING NEGLIGENCE), AT ALL TIMES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR WEBSITE OR OUR SERVICES SPECIFICALLY RELATED TO SUCH CLAIM OR CAUSE OF ACTION.
    • THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS, VENDORS OR RETAILERS (AS APPLICABLE), OR ANY OTHER THIRD-PARTY SERVICE PROVIDERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.
    • TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR ITS PARTNERS, AFFILIATES OR SUBSIDIARIES, OR ANY SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, AGENTS, REPRESENTATIVES, SUPPLIERS, VENDORS OR RETAILERS (AS APPLICABLE) OR LICENSORS OF COMPANY OR OF ITS PARTNERS, AFFILIATES OR SUBSIDIARIES BE JOINTLY OR SEVERALLY LIABLE TO YOU FOR ANY PERSONAL INJURY OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES (INCLUDING ANY OTHER RELATED COMPANY PROPERTY OR CONTENT), WHETHER SUCH DAMAGE IS FORESEEABLE OR NOT, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
    • ACCESS TO AND USE OF OUR WEBSITE OR RLEATED SERVICES AND/OR ANY OTHER RELATED PROPERTY OR CONTENT ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
    • SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF LIABILITY FOR CERTAIN DAMAGES; THEREFORE, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
    • THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH IN THESE TERMS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY.
11. Users Outside United States
    Company controls and operates the Services from offices in the United States (U.S.). Company does not represent that the Services are appropriate or available for use in other locations outside of the U.S. Companies or people who choose to access the Services from other locations outside of the U.S. do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
12. Term and Termination
    • We may, without any liability to you whatsoever, suspend or terminate your rights to use the Services and any related Company Property (including your Account) at any time for any reason at our sole discretion, including for any use of the Services or related Company Property in violation of these Terms.  This means we have the right to revoke our consent to your use of the Services, the Company Property and/or any other permissions we previously granted to you.  Upon termination of your rights under these Terms, your Account and right to access and use the Services and any related Company Property will terminate immediately. 
    • The termination of these Terms for any reason (including after your rights under these Terms are terminated), will not terminate the obligations or liabilities of the parties under these Terms regarding confidentiality, payment, intellectual property, representations and warranties, limitation of liability, indemnification and all others that by their sense and context are intended to survive the execution, delivery, performance and termination of these Terms.
13. Notice Requirement and Informal Dispute Resolution
    Before filing a claim against the Company, you agree to make all good faith efforts to resolve the dispute informally by sending us a written notice of dispute (“Dispute Notice” or “Notice“) describing the nature and basis of your claim or dispute (including copies of valid supporting documentation, if applicable), your phone number, email and formal mailing address, and a reasonable request for relief. After we receive the Dispute Notice, we will try to resolve the dispute informally by contacting you through email or telephone. If a dispute is not resolved within one-hundred twenty (120) days after our receipt of your Dispute Notice, then you or we may bring a formal proceeding as permitted below. If applicable, the amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
14. Governing Law and Jurisdiction
    The validity, construction and interpretation of these Terms will be governed by the laws of the Commonwealth of Virginia, excluding its conflict of laws provisions, and will specifically not be governed by the United Nations Conventions on Contracts for the International Sale of Goods, if otherwise applicable.  Any litigation not required to be resolved through arbitration (as specified below) will be brought in the state or federal courts located in the city of Richmond, Virginia and if applicable, the U.S. District Court in the Eastern District of Virginia, you hereby irrevocably consent and submit to such jurisdiction and venue, and waive any jurisdictional, venues and inconvenient forum objections to such courts.  Accordingly, you agree to accept service by delivery through first class mail or email if we do not have a record of a valid, mailing address for you.  If you bring a dispute in a manner other than in accordance with these Terms, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorneys’ fees, court costs, and disbursements in doing so.  You hereby agree that such courts shall have exclusive jurisdiction over any claim brought by you.
15. Arbitration
    Except for claims relating to intellectual property infringement or misappropriation, indemnification obligations under these Terms, or requests for injunctive or equitable relief, and subject to all other applicable terms in these Terms (including without limitation, Sections 16 through 20 below), any dispute or claim arising out of or relating to these Terms or the Services that cannot be resolved through the informal dispute resolution process specified in Section 13 shall be resolved exclusively by final and binding arbitration in accordance with governing law specified in Section 14. The arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, conducted by a single arbitrator (mutually agreed to in writing by both parties) who has a minimum of ten (10) years of experience practicing law in the field of commercial technology disputes, and held in Richmond, Virginia; however, the parties may mutually agree in writing to conduct the arbitration proceedings remotely, via videoconference. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction consistent with Section 14.
16. Waiver of Jury Trial 
    In the event any litigation should arise between you and Company in any state or federal court to resolve a claim or dispute or to vacate or enforce an arbitration award or otherwise, YOU AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL. Instead, you and Company elect that the dispute be resolved by a judge.
17. Waiver of Class or Consolidated Actions
    ALL CLAIMS AND DISPUTES RELATED TO THESE TERMS OF SERVICE OR COMPANY PROPERTY MUST BE ARBITRATED OR LITIGATED (WHICHEVER APPLICABLE) ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
18. Injunctive Relief
    In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services or provision of any Company Content, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any Company Property or any content or other material used or displayed through the Services. 
    
    In addition, you acknowledge and agree that your obligations regarding non-competition, non-solicitation, Confidential Information, any intellectual property rights and any other Company rights that are key to Company’s business operations hereunder have a unique, very substantial and immeasurable value to Company, and breach of such obligations would cause irreparable harm and unascertainable damages to Company; entitling Company to injunctive relief and any other available remedies, including reasonable attorneys’ fees and costs, without posting a bond or security or proving any actual damages, and in addition to any monetary relief as may be recoverable by law.
19. Time Limit
    Notwithstanding any to the contrary in these Terms, and regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services (whether pursuant to the arbitration requirements hereunder or otherwise) that you file or initiate must be filed within one (1) year after such claim or cause of action arose, or else such claim or cause of action will be barred forever.
20. Attorneys’ Fees
    Unless otherwise specified in these Terms, you agree that the successful party in any dispute arising from or relating to these Terms will be entitled to seek, as part of its damages, the recovery of the reimbursement of its reasonable attorneys’ fees, and other related costs and expenses reasonably incurred.
21. Force Majeure
    Company (including Vendors and Retailers (as applicable) and any of its third-party service providers) shall not be liable or responsible, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such party’s (the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemic, epidemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; and (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the control of the Impacted Party. We reserve the right (in our sole discretion) to terminate (with or without notice) any or all Services to you or any of our Users due to any Force Majeure event.
22. Entire Agreement
    These Terms of Service constitute the entire and exclusive agreement between you and Company regarding the Services (including all related Company Property) and the use and access thereof. These Terms supersede and replace any and all prior oral or written understandings or agreements between you and Company regarding all of our Services.  Unless expressly provided in these Terms, no remedy specified herein is intended to be exclusive of any other remedy, and each and every remedy will be cumulative and in addition to every other right or remedy provided herein or available at law or in equity.  These Terms are for the sole benefit of the parties hereunder and such parties’ successors and permitted assigns, and nothing herein express or implied shall give or be construed to give any person or entity other than such parties any legal or equitable rights hereunder.  These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.  We may freely assign these Terms.  The terms and conditions set forth in these Terms shall be binding upon our successors or assignees.
23. No Waivers
    No delay or omission by either party to exercise any right or power it has (in whole or in part) under these Terms will be construed as a waiver of such right or power.  A waiver by either party of any breach by the other party will not be construed to be a waiver of any succeeding breach or any other covenant by the other party.  All waivers must be in writing and signed by the party waiving its rights.
24. Severability
    If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such provision shall be deleted and the other provisions shall remain in full force and effect.  Upon such determination, the parties shall negotiate in good faith to substitute or modify (to the greatest extent possible) the invalid or voidable provision with a valid provision most closely approximating the economic effect and intent of the invalid provision that was originally contemplated by the parties and so that such revised provision is valid and enforceable to the maximum extent permitted by law.
25. Interpretation
    The section titles in these Terms are for convenience only and have no legal or contractual effect.  For purposes of these Terms: (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to these Terms as a whole.
26. Exports
    You agree that you will not export or re-export, directly or indirectly the Services and/or other Company Property or information or materials provided by Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.
27. Notices
    • We may provide any notice to you under these Terms by: (i) sending a message to the e-mail address you provide or (ii) posting to the Website. Notices sent by e-mail will be effective when we send the e-mail and notices we provide by posting will be effective upon posting. It is your responsibility to keep your e-mail address current.
    • Except as otherwise specified in these Terms and notwithstanding anything to the contrary in the Section 27(a), all notices pertaining to any action related to the interpretation, disputed performance or breach of any provision of these Terms must be in writing and must be sent via email and also delivered or sent by: (i) first class mail, registered or certified, return receipt requested, postage pre-paid; or (ii) express mail, or national express courier with a tracking system, to the addresses for each party specified in these Terms.  All notices required under these Terms will be deemed given on the day actually received by the party to whom the notice is addressed, except receipt of emails will be deemed given based on the date that is automatically included in the email, provided such a day is a business day; otherwise, on the next business day after the email is sent.
    • In addition, you acknowledge and agree that there is an inherent risk in all forms of electronic communication, and communications between you and Company may be unlawfully intercepted by third parties not under the Company’s control. Company therefore does not guarantee the security of any information transmitted via the Internet, telephone, video conference, or other electronic media. Any efforts you undertake to communicate with      Company are done at your own risk.
28. Compliance with Law
    Customer shall comply with all applicable laws, regulations and ordinances and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under these Terms.
29. Security
    We maintain commercially reasonable administrative, technical, and physical controls to protect any data collected on the Website. You are responsible for keeping any passwords to your Account confidential.

CONTACT US.  As solely an online company, we communicate with you and all of our users via email, so if you have any questions or comments about these Terms of Service, please contact us at service@wholesalepet.com.

Last Updated: March 31, 2026