Terms and Conditions Effective Date:
December 12, 2021
Your Consent to Other Agreements
Ownership of this Site and its Content
This Site, including all its Content, is protected under applicable intellectual property and other laws, including without limitation the laws of the United States and other countries. All Content and intellectual property rights therein are the property of SWC Wholesale or the material is the property of a third party and is protected pursuant to applicable copyright and trademark laws.
The presence of any Content on this Site does not constitute a waiver of any right in such Content. You do not acquire ownership rights to any such Content viewed through this Site. Except as otherwise provided herein, none of this Content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without our express prior written permission.
Permission is hereby granted to access and use this Site and to display, download, or print portions of this Site on a temporary basis and for your personal, educational, noncommercial use only, provided that you (i) do not modify or frame the Content; (ii) retain any and all copyright and other proprietary notices contained in the Content; and (iii) do not copy or post the Content on any network computer or broadcast the Content in any media.
Additional permission is extended to Resellers to lawfully access and use this Site and to display, download, or print portions of this Site on a temporary basis for the purpose of transacting business with the owner of this Site, provided that Resellers do not sell, transfer, disclose, or otherwise make available to third parties information contained in this Site.
This site contains trademarks, service marks, trade dress, logos, product and service names, graphics, and button icons (collectively, “Trademarks”) owned by SWC Wholesale. and/or its subsidiaries. It may also contain Trademarks owned by third parties. You are not authorized to display or use the Trademarks in any manner without the prior written permission of the rights owner. The use or misuse of the Trademarks contained herein, except as permitted herein, is expressly prohibited.
Responsibility for User-Generated Content Posted on or through this Site. You are responsible for User-Generated Content that you post. Under no circumstances will we be liable in any way for any User-Generated Content.
Because we do not control the User-Generated Content posted on or through this Site, we cannot and do not warrant or guarantee the truthfulness, integrity, suitability, or quality of that User- Generated Content. You also agree and understand that by accessing this Site, you may encounter User-Generated Content that you may find objectionable. We have no responsibility for any User-Generated Content, including without limitation any errors or omissions therein. We are not liable for any loss or damage of any kind you may claim was incurred as a result of the use of any User-Generated Content posted, emailed, transmitted or otherwise made available on or through this Site. The User-Generated Content posted on or through this Site expresses the personal opinions of the individuals who posted it and does not necessarily reflect the views of SWC or any person or entity associated with SWC.
You own User-Generated Content, but we may use it. You own the copyright in any original User-Generated Content you post. We do not claim any copyrights in User-Generated Content. However, by using this Site you are granting us and our subsidiaries, affiliates, successors and assigns, a nonexclusive, fully paid, worldwide, perpetual, irrevocable, royalty-free, transferable license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, modify, distribute, publicly display and perform, publish, transmit, remove, retain, repurpose, and commercialize User-Generated Content you post in any and all media or form of communication whether now existing or hereafter developed, without obtaining additional consent, without restriction, notification, or attribution, and without compensating you in any way, and to authorize others to do the same. For this reason, we ask that you not post any User- Generated Content that you do not wish to license to us, including any photographs, videos, confidential information, or product ideas.
We may disclose and/or remove User-Generated Content. SWC has certain rights. We have the right (but do not assume the obligation) to:
monitor all User-Generated Content;require that you avoid certain subjects;remove or block any User-Generated Content at any time without notice at our sole andabsolute discretion;
You agree that our exercise of such discretion shall not render us the owners of User-Generated Content you post, and that you will retain ownership thereof as described above.
Restrictions on User-Generated Content. You agree not to:
upload, post, transmit or otherwise make availableo any User-Generated Content that is unlawful, harmful, hateful, threatening,
abusive, harassing, libelous, defamatory, obscene, vulgar, pornographic, profane,
racially disparaging, indecent, or invasive of another’s privacy;o any User-Generated Content that constitutes or encourages activity illegal under
criminal or civil law;o any User-Generated Content that is false, misleading, or fraudulent;o any User-Generated Content that you do not have a right to make available under
any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
o any User-Generated Content that violates or infringes upon the rights of others, including User-Generated Content which violates the patent rights, copyrights, trademark rights, privacy rights, publicity rights, trade secret rights, confidentiality rights, contract rights, or any other rights of any individual, living or deceased, or any legal entity;
o any User-Generated Content that contains the image, name or likeness of anyone other than yourself, unless (i) that person is at least eighteen years old and you have first obtained his/her express permission or (ii) that person is under eighteen years old but you are his/her parent or legal guardian;
o any request for or solicitation of any personal or private information from any individual;
o any request for or solicitation of money, goods, or services for private gain;o any material that contains software viruses or any other computer code, files or
programs designed to interrupt, destroy or limit the functionality of any computer
software or hardware or telecommunications equipment; oro any User-Generated Content that contains advertising, promotions or marketing,
or which otherwise has a commercial purpose;
impersonate any person or entity or falsely state or otherwise misrepresent youraffiliation with a person or entity; or
Removal of Content
Violation of copyrights. SWC does not knowingly violate or permit others to violate the copyrights of others.
If you are requesting removal of content because of a violation of your copyrights, please note that the Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your own work, or the work of a third party for whom you are authorized to act, is featured on this Site or has been otherwise copied and made available on this Site in a manner that constitute copyright infringement, please notify us immediately. Your notice must be in writing and must include:
an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest;a description of the copyrighted work that you claim has been infringed;a description of where the material that you claim is infringing is located on this Site(including the URL, title and/or item number if applicable, or other identifying
your name, address, telephone number, and email address, and, if you are not the ownerof the copyright, the name of the owner; and
a written statement by you that you have a good-faith belief that the disputed use is notauthorized by the copyright owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the above information in yournotice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
With an electronic copy to:
email@example.com Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA will not be considered sufficient notice and will not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident.
Although we do not claim ownership of User-Generated Content you post using this Site, the Feedback you provide to us through this Site will be and remain our exclusive property. Your submission of Feedback will constitute an assignment to us of all worldwide rights, title and interests in your Feedback, including all copyrights and other intellectual property rights in your Feedback. We will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any Feedback you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any Feedback that you do not wish to assign to us.
Your Obligations with Regard to User IDs and Passwords
If your company is a Reseller of or SWC Wholesale. or one of its subsidiaries, including SWC Wholesale, it may have an account on one or more of our Sites so that its employees can access portions of our Sites not available to the general public.
To gain access to secure areas of our Sites, you will need a user ID and password. To learn how to obtain a user ID and password, please visit: firstname.lastname@example.org
Any given account can have multiple users; however, each user must have his or her own user ID and password. You understand and agree that your user ID and password are personal to you and may not be disclosed to or used by anyone else. You are responsible for maintaining the confidentiality of your user ID and password and you and/or your company are fully responsible for all activities that occur under your username and password by you or by anyone else using your username and password, whether or not authorized by you.
You agree to change your password immediately if you believe your password may have been compromised or used without authorization. You also agree to immediately inform us of any apparent breaches of security such as loss, theft or unauthorized disclosure or use of your username or password by contacting us at email@example.com. Until we are so notified you and/or your company will remain liable for any unauthorized use of your account.
If you are a Reseller you agree that all orders placed under your account shall, for all purposes, be deemed to be in writing signed by you and will be admissible as between you and SWC to the same extent and under the same conditions as other business records. You agree not to contest the validity or enforceability of orders placed through our Sites under the provisions of any applicable law and you accept full responsibility for all purchases made.
If you are a Reseller or Supplier, it is your responsibility to notify us if you would like a particular individual’s access to your account terminated.
Your Other Obligations
In consideration of your use of this Site, you agree that to the extent you provide information to SWC it will be true, accurate, current, and complete and that you will update it as necessary.
You agree to use this Site in a manner consistent with any and all applicable rules and regulations. You agree not to upload or transmit through this Site any computer viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer. Any unauthorized modification, tampering or change of any information, or any interference with the availability of or access to this Site is strictly prohibited. We reserve all rights and remedies available to us.
Disclaimer of Warranties
WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO OUR SITES OR THEIR CONTENT, OR ANY PRODUCT OR SERVICE AVAILABLE ON OR PROMOTED THROUGH OUR SITES. OUR SITES AND ALL OF THEIR CONTENT (INCLUDING ALL USER-GENERATED CONTENT) ARE PROVIDED FOR USE “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO OUR SITES, THEIR CONTENT, ANY PRODUCT OR SERVICE AVAILABLE ON OR PROMOTED THROUGH OUR SITES, AND ANY SITE WITH WHICH THEY ARE LINKED.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT OUR SITES, THEIR SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH OUR SITES WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES). WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER THE INFORMATION ACCESSIBLE VIA OUR SITES, OR ANY SITE WITH WHICH THEY ARE LINKED, IS ACCURATE, COMPLETE, OR CURRENT. WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT APPEARING ON OUR SITES.
WE DO NOT ENDORSE ANY OPINION, ADVICE, COMMENT OR STATEMENT MADE ON OUR SITES BY USERS OF OUR SITES, AND USER-GENERATED CONTENT DOES NOT IN ANY WAY REFLECT THE OPINION, ADVICE OR STATEMENT OF US. WE DO NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. WE DO NOT REPRESENT OR WARRANT CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OR USE OF OUR SITES. YOU ACCEPT THAT OUR SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL HAVE THE BENEFIT OF THIS CLAUSE.
Without limiting the foregoing, certain merchandise offered on our Sites may be covered by a product warranty offered by the manufacturer of such merchandise, and the limitations and disclaimers set forth herein will not limit or restrict any warranty provided by the manufacturer of any merchandise available for purchase on our Sites.
Exclusion of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS WE, ON BEHALF OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES; LOSS OF USE; LOSS OF DATA; LOSS CAUSED BY A VIRUS; LOSS OF INCOME OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; CLAIMS OF THIRD PARTIES; OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITES OR ANY WEB SITE WITH WHICH THEY ARE LINKED, OR ANY MERCHANDISE AVAILABLE ON OUR SITES. YOU ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS.
IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RELEASED PARTIES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
OUR LIABILITY IN CONNECTION WITH A CUSTOMER’S PURCHASE IS EXPRESSLY LIMITED TO OUR RETURN POLICY SET FORTH IN OUR TERMS OF SALE, AND ALL CLAIMS FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES ARE HEREBY EXCLUDED.
Links to Third-Party Websites
Modification and Discontinuation
We reserve the right at any time and from time-to-time to modify, edit, delete, suspend or discontinue, temporarily or permanently this Site (or any portion thereof) and/or the information, materials, products and/or services available through this Site (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this Site.
Governing Law, Jurisdiction and Venue