Legal

This page outlines our Terms and Conditions, Privacy Policy, Returns and Refunds Policy, and Wholesale Agreement.

Terms & Conditions

Acceptance Of The Terms Of Use

These terms of use are entered into by and between You and Escapography LLC, (“Company”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of escapography.com, including any purchases, content, functionality, and offered on or through escapography.com (the “Website”), whether as a guest or a registered user.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED BY THE LAWS OF THE STATE OF FLORIDA, US. IF ANY OF THIS AGREEMENT IS FOUND TO BE UNENFORCEABLE BY LAW THE REMAINDER OF THIS AGREEMENT CONTINUES IN FULL. BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS IN ADDITION TO THE WEBSITE’S TERMS OF USE AND ANY PHOTO/VIDEO CONTRACT BETWEEN YOU AND THE COMPANY.

Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at escapography.com/legal, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website. This Website is offered and available to users who are 13 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes To The Terms Of Use And Website

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on the Website. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Website so you are aware of any changes, as they are binding on you.

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

We reserve the right to make changes without notice.

Accessing The Website And Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. You are responsible for making all arrangements necessary for you to have access to the Website and ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy at escapography.com/legal, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

The Company name, logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

Modify copies of any materials from this site.
Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to hello@escapography.com.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To send, knowingly receive, upload, download, use or re-use any material which does not comply with the terms, conditions and standards set out in these Terms of Use.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

Promotions

From time to time, we may run promotions, contests, etc (referred to as “promos”). The intention of which is to pique the interest of potential visitors. At these times, there may be errors in messaging, individual promo terms, and functional website issues.

Ultimately, we reserve the right to decide how to proceed for any reason and are not liable for any misunderstandings or losses that you may incur.

Privacy Policy

Protecting your private information is our priority. This Statement of Privacy applies to escapography.com and Escapography and governs data collection and usage. For the purposes of this Privacy Policy, unless otherwise noted, all references to Escapography include escapography.com (the “Website”) and Escapography. The Website is an ecommerce site. By using the Website, you consent to the data practices described in this statement.

Collection Of Your Personal Information

In order to better provide you with products and services offered on our Website, Escapography may collect personally identifiable information, such as, but not limited to, your:

First and Last Name
E-mail Address
Phone Number

We do not collect any personal information about you unless you voluntarily provide it to us. However, you may be required to provide certain personal information to us when you elect to use certain products or services available on the Website. These may include: (a) registering for an account on our Site; (b) entering a sweepstakes or contest sponsored by us or one of our partners; (c) sending us an email message; (d) submitting your credit card or other payment information when ordering and purchasing products and services on our Website. To wit, we will use your information for, but not limited to, communicating with you in relation to services and/or products you have requested from us. We also may gather additional personal or non-personal information in the future.

Use Of Your Personal Information

Escapography collects and uses your personal information to operate its Website(s) and deliver the services you have requested.

Escapography may also use your personally identifiable information to inform you of other products or services available from Escapography and its affiliates.

Sharing Information With Third Parties

Escapography does not sell, rent, or lease its customer lists to third parties.

Escapography may share data with trusted partners to help perform statistical analysis, send you email or postal mail, provide customer support, or arrange for deliveries. All such third parties are prohibited from using your personal information except to provide these services to Escapography, and they are required to maintain the confidentiality of your information.

Escapography may disclose your personal information, without notice, if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on Escapography or the Website; (b) protect and defend the rights or property of Escapography; and/or (c) act under exigent circumstances to protect the personal safety of users of Escapography, or the public.

Returns And Refunds

Our refund and returns policy lasts 30 days. If 30 days have passed since your purchase, we can’t offer you a full refund or exchange. To be eligible for a return, your item must be unused and in the same condition that you received it. It must also be in the original packaging.

To begin your return, please provide your order number (found in your email receipt) and email hello@escapography.com . You will be given instructions on how to complete your return.

Refunds

Once your return is received and inspected, we will send you an email to notify you that we have received your returned item. We will also notify you of the approval or rejection of your refund.

If you are approved, then your refund will be processed and a credit will automatically be applied to your credit card or original method of payment. The credit will typically be applied within 5–7 business days.

Late Or Missing Refunds

If you haven’t received a refund yet, first check your bank account again. Then contact your credit card company, it may take some time before your refund is officially posted. Next contact your bank. There is often some processing time before a refund is posted.

If you’ve done all of this and you still have not received your refund yet, please contact us at hello@escapography.com .

Sale Items

Only regular-priced items may be refunded. Sale items cannot be refunded.

Exchanges

We only replace items if they are defective or damaged. If you need to exchange your purchase for the same item, contact us at hello@escapography.com for further instructions.

Shipping Returns

To return your product, you should mail your product to the store address called out on the contact page. You will be responsible for paying for your own shipping costs for returning your item. Shipping costs are non-refundable.

Depending on where you live, the time it may take for your exchanged product to reach you may vary.

If you are returning more expensive items, you may consider using a trackable shipping service or purchasing shipping insurance. We do not guarantee that we will receive your returned item.

Wholesale Agreement

When you become an affiliate or a reseller, you agree to be bound by the terms outlined in this wholesale agreement.

1. General

This Wholesaler Vendor Agreement is between Escapography, LLC, a Florida limited liability company (“Wholesaler”) and the vendor, identified as (“Vendor”).
The terms of this Agreement shall control over all purchases of products or services by Vendor from Wholesaler. By submitting a Purchase Order, as defined below, to Wholesaler, Vendor agrees to be bound by the terms of this Agreement. Should the terms of this Agreement be amended or modified in any way, submission of a Purchase Order following Vendor’s receipt of notice of such amendment or modification shall act as acknowledgment of such amendment or modification and an agreement to be bound by the terms of this Agreement as so amended or modified.
This Agreement shall be effective for a period of one (1) year from the Effective Date and shall renew for successive one (1) year periods unless (i) terminated in accordance with the terms set forth herein or (ii) if either party provides the other with written notice of non-renewal not later than sixty (60) days prior to the anniversary of the Effective Date.
Pursuant to this Agreement, Wholesaler shall sell to Vendor such quantity of products and/or services as may be ordered by Vendor from Wholesaler from time to time pursuant to purchase orders issued by Vendor to Wholesaler in either written form or electronic form (“Purchase Orders”). All Purchase Orders shall include by reference all the terms and conditions of this Agreement. Wholesaler reserves the right to remove any product or service being offered for sale at any time in Wholesaler’s sole discretion.
This Agreement can be modified only in a written addendum signed by each party hereto. Any terms and conditions contained in any of Vendor’s Purchase Orders, in any communications between Wholesaler and Vendor, or in any other documents shall not modify or amend this Agreement in any way, and the terms and conditions of this Agreement and not any other documents shall control and be binding on the parties. This Agreement contains the entire agreement between the parties, and all agreements, offers, confirmations entered into prior to or contemporaneously with this Agreement are excluded whether oral or in writing.

2. Terms Of Purchase

The subject products or services shall be considered purchased by Vendor from Wholesaler upon Wholesaler’s receipt of the Purchase Order from Vendor. All orders shall be considered final at the time that the Purchase Order is submitted to Wholesaler by Vendor, Vendor shall not have any right to change a Purchase Order once it has been submitted unless such change has been approved by Wholesaler in writing.
Vendor shall be obligated to tender payment for the products or services set forth in Vendor’s Purchase Orders to Wholesaler within three (3) days of submitting such Purchase Orders to Wholesaler, including the payment of any taxes, duties, and shipping costs incurred for the purchase of such products or services as set forth in the Purchase Order. Wholesaler shall not be under any obligation to ship any products or to provide any services set forth in any Purchase Order until Wholesaler has received payment therefor in full from Vendor.
Wholesaler reserves the right, but not the obligation, at any time, and from time to time, due to nonpayment by Vendor, to cancel all or any part of the undelivered portion of any Purchase Order by notice to Vendor of such cancellation. In the event of such cancellation, Wholesaler shall not be liable to Vendor for consequential or special damages or loss of anticipatory profits. The provisions of this paragraph shall not limit or affect Vendor’s right to terminate this Agreement as a result of the default of Wholesaler.
Vendor shall not modify, alter, break down, depackage, or repackage any of the products sold by Wholesaler to Vendor under this agreement prior to their sale to a consumer, or prior to their sale as part of a bulk sale. The foregoing shall not operate to prohibit Vendor from opening any product purchased from Wholesaler for the purpose of using the same as a display model of such product as part of any retail display.

3. Terms Of Manufacture, Shipping, and Delivery

Wholesaler will manufacture, or cause to be manufactured by a third-party, and ship to Vendor retail-boxed versions of Wholesaler’s product as sold to other resellers in the normal course of Wholesaler’s business.
All shipments shall be FOB Wholesaler unless explicitly agreed upon in writing by Vendor.
To the extent possible, Wholesaler shall provide prompt shipment of all products ordered by Vendor. Prompt shipment shall mean to be shipped within five (5) business days of receipt of Vendor ‘s Purchase Order or on a mutually pre-agreed to shipment release date. Shipments shall be made to such destinations as Vendor may specify in this Agreement or any Purchase Order pursuant to this Agreement.
Should Wholesaler have insufficient inventory to fulfill Vendor’s Purchase Order in full, Wholesaler shall notify Vendor of such lack of inventory in writing, and Vendor shall have two (2) business days from the receipt of such written notice to cancel the Purchase Order in writing, upon the receipt of which Wholesaler will refund any amounts paid under the Purchase Order to Vendor. Should Vendor agree to receive a lesser amount of Wholesaler’s products than set forth on the Purchase Order, Wholesaler will ship such products to Vendor and provide Vendor with a partial refund of the sums paid by Vendor under the subject Purchase Order for those products not shipped to Vendor. Should Vendor fail to respond to any notice from Wholesaler provided under this Section 3(d), Vendor shall be deemed to have elected to accept delivery of a lesser amount of Wholesaler’s products than set forth in the subject Purchase Order.

4. Terms Of Return Of Product

Wholesaler will accept return of any products sold by Wholesaler to Vendor under this Agreement, or under any Purchase Order provided that such products are returned by Vendor to Wholesaler within thirty (30) days of Vendor’s receipt of such products, and further provided that such products are in their original packaging, unopened, and undamaged. Wholesaler will not be responsible for any damage that occurs in shipment.
Vendor shall be responsible for paying for the cost of shipment of any returned products to Wholesaler, Wholesaler reserves the right to reject the delivery of any return shipment from Vendor the cost of which has not been prepaid by Vendor.
Refunds for products returned by Vendor to Wholesaler shall only be issued after Wholesaler has received the returned products and verified that said products are in their original unopened packaging, and undamaged.
Wholesaler will issue refunds for any damaged products upon Vendor providing evidence, acceptable to Wholesaler in Wholesaler’s reasonable discretion, of such damage within ten (10) days of Vendor’s receipt of such products. Wholesaler reserves the right to require reasonable evidence from Vendor of the destruction of any damaged products prior to issuing a refund or credit to Vendor for such damaged products.
Wholesaler reserves the right to apply any refund owed to Vendor for any damaged or returned products to offset any amount owed by Vendor to Wholesaler under this Agreement or any Purchase Order without being required to provide notice to Vendor of such offset.

5. Representations And Warranty

Wholesaler and any Vendor that is an entity each represent that they is duly organized and validly existing under the laws of the state or country of their formation and have full power and authority to carry out this Agreement. Wholesaler and any Vendor that is an entity each further represent that they and the signatory acting on its behalf are duly authorized to execute this Agreement and to enter into this Agreement on behalf of Wholesaler and Vendor respectively and that this Agreement is a legal and binding obligations binding upon the Wholesaler and Vendor and enforceable against Wholesaler or Vendor in accordance with its terms.
Wholesaler represents and warrants that Wholesaler has good and valid title to and full right to dispose of the products sold hereunder, and that there are no liens, claims, or encumbrances, of any kind against the products.
Wholesaler represents and warrants that the products to be delivered under this Agreement or any Purchase Order will conform to the description thereof in this Agreement or any Purchase Order and to the sample or specifications from any order placed; that the products are of the best materials and workmanship, merchantable, for the purpose for which purchased and free from defect; and the products sold hereunder and every part of them, do not infringe any patent, trademark, trade-name, copyright or any other property right of any third party; and that it has and will continue during the performance of this Agreement to comply with the provisions of all applicable laws and regulations from which liability may accrue to Vendor from any violation thereof, including but not limited to laws and regulations pertaining to the design, manufacture, packaging and labeling. The express warranties and representations by Wholesaler set forth herein are the warranties being provided by Wholesaler, Vendor waives to the maximum extent allowable under law such other warranties as may be implied in law or fact or provided for by any applicable statute or regulation.
Wholesaler further represents and warrants that (i) products sold hereunder will have been designed, manufactured, sold, and delivered hereunder in strict accordance with all applicable laws, regulations and codes to which such products are subject including without limitation environmental laws and regulatory agency requirements, and (ii) any promotional, advertising and/or similar material supplied by Wholesaler to Vendor and/or any of its affiliates (including but not limited to all images, photos and film/ video footage) does not and will not (a) infringe, misappropriate or otherwise violate any patent, copyright, trademark, trade secret or other proprietary right of any third party; (b) compete unfairly (including but not limited to passing off, misappropriation or violation of any laws); or (c) violate any other rights of third parties. Any statements made by the Wholesaler’s agents whether oral or written or in the Wholesaler’s advertising or promotional literature, with respect to the quality, grade, performance, and use of such merchandise, shall be deemed express warranties.
Included hereon, all warranties, express or implied by law, shall survive delivery, inspection, acceptance and payment by Vendor. Wholesaler will be responsible for maintaining its product(s) information regarding its product(s) and all changes to such product(s). All warranties run not only to Vendor, but to its successors, assigns, customers, and to the users of the products.
Wholesaler hereby grants to Vendor a royalty-free, non-exclusive, right and license to use in any and all media, including, but not limited to any Vendor website or Content Distribution Network (e.g. Amazon.com, google.com, eBay.com, etc.), all promotional, advertising, text, images, and/or similar material (including, but not limited to all images, photos and film/ video footage) supplied by Wholesaler directly or made available to Vendor through use of Wholesaler’s website(s) or other networks, provided that such use shall at all times be limited to that which is reasonably necessary for Vendor to market and sell Wholesaler’s product, and further provided that Wholesaler reserves the right to alter or revoke such license at any time in Wholesaler’s sole discretion.

6. Termination

In addition to any remedies that may be provided under this Agreement, Wholesaler may terminate this Agreement with immediate effect upon written notice to Vendor, either before or after the payment of any Purchase Order, for any reason or for no reason by providing written notice of such termination to Vendor. Upon such termination any pending Purchase Orders of Vendor will automatically be terminated, and any payments received by Wholesaler from Vendor for any products that have not been delivered to Vendor will be promptly refunded to Vendor, provided that Wholesaler reserves the right to offset the payment of any amounts to be refunded to Vendor against any sums owed by Vendor to Wholesaler.
If a Force Majeure Event affecting Wholesaler’s performance of this Agreement occurs, then Vendor may terminate this Agreement upon written notice to Wholesaler.
If Vendor terminates this Agreement for cause, Vendor’s sole and exclusive remedy is a refund of the sums paid for the products that have not been received by Vendor prior to the termination.

7. Limitation Of Liability

IN NO EVENT SHALL WHOLESALER BE LIABLE TO THE VENDOR FOR A MONETARY AMOUNT GREATER THAN THE AMOUNTS PAID FOR PRODUCTS AND/OR SERVICES NOT ACTUALLY RECEIVED BY VENDOR PURSUANT TO THIS AGREEMENT AND IN NO EVENT SHALL WHOLESALER BE LIABLE TO VENDOR FOR ANY NEGLIGENCE, ANY FUTURE OR CONTEMPLATED AGREEMENT OR BUSINESS RELATIONSHIP, ANY LOSS OR INJURIES TO EARNINGS, PROFITS, OR GOODWILL, OR FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY PERSON OR ENTITY, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, IN CONNECTION WITH THIS AGREEMENT OR ITS BREACH, OR ARISING FROM THE RELATIONSHIP OF THE PARTIES OR THE CONDUCT OF BUSINESS BETWEEN THEM, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT IN THE CASE OF GROSS NEGLIGENCE ON THE PART OF WHOLESALER. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY OTHER REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. WHOLESALER’S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY IN THIS SECTION.

8. Bulk Or Online Resale

Wholesaler grants to Vendor the right to resell any of the products purchased by Vendor from Wholesaler to any third-party in bulk, provided that Vendor shall not resell such products for a price that is lower than the lesser of; (a) the price paid by Vendor to purchase such products from Wholesaler, or (b) the price then being charged for such products by Wholesaler or any of its affiliates on any website or other platform owned or controlled by Wholesaler or any such affiliate. Wholesaler grants to Vendor the right to resell any of the products purchased by Vendor from Wholesaler on Vendor’s own website, or on any online sales platform (e.g. Amazon.com, eBay.com, Etsy, Walmart Marketplace, Facebook Marketplace, etc.), provided that Vendor shall not resell such products for a price that is lower than the lesser of (a) and (b) above. Wholesaler reserves the right to alter the terms of this Section 8, or to revoke the rights set forth in this Section 8 at any time and for any reason upon written notice to Vendor.

9. Confidentiality

In connection with this Agreement, Vendor may have access to information that is confidential to Wholesaler and/or its affiliates (“Confidential Information”), including but not limited to pricing, product lists, product release dates, and related content. Confidential Information shall mean all information that is treated as confidential by Wholesaler or information that should reasonably be known to be confidential by Vendor considering the nature of the disclosure and the content of the information, including but not limited to, data and information relating to potential, current and future customers or products of Wholesaler and/or any of its affiliates. Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of Vendor; (b) was in Vendor’s lawful possession prior to the disclosure and had not been obtained by Vendor either directly or indirectly from Wholesaler and/or its affiliates; (c) is lawfully disclosed to Vendor by a third party without restriction on disclosure; or (d) is independently developed by Vendor. Vendor acknowledges that the Confidential Information is and shall remain the exclusive and confidential property of Wholesaler.
Vendor will not use, or permit others to use, Confidential Information for any purpose other than the implementation of this Agreement. Vendor agrees to hold the Confidential Information in strictest confidence. Vendor agrees, unless required by law, not to make the Confidential Information available in any form to any third party for any purpose other than the implementation of this Agreement. Vendor further agrees not to copy, revise, sell, transfer, or incorporate any Confidential Information into any database. Vendor agrees to take all reasonable steps to ensure that Confidential Information is not used, disclosed or distributed by its employees or agents in violation of the terms of this Agreement. Vendor further agrees to promptly notify Wholesaler in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information, which may come to Vendor’s attention. Vendor acknowledges that disclosure or use of Confidential Information in violation of this Section could cause irreparable harm to Wholesaler for which monetary damages may be difficult to ascertain or an inadequate remedy. Vendor therefore agrees that Wholesaler will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of these confidentiality provisions without posting bond, or by posting bond at the lowest amount required by law. Vendor agrees that it shall be liable for all breaches of this Section by its employees or agents.

10. Presuit Mediation

Before the filing of any action in a court of competent jurisdiction to enforce the terms of this Agreement, any controversies or disputes arising out of or related to this Agreement, or the sale of any products or services sold under this Agreement, shall first be submitted to mediation. The mediation required under this agreement shall be conducted by the parties to this Agreement in person, and not by video conference or other virtual appearance, and shall be conducted in Orange County, Florida. The parties to this Agreement shall cooperate in good faith to select a mediator for such mediation, and to schedule a date and time for such mediation. Should a party to this Agreement file an action in a Court of competent jurisdiction prior to conducting presuit mediation as required by this Section 10, the party filing such action shall immediately cause such action to be dismissed upon the written request of the non-filing party, and the party filing such action shall be responsible for payment of any costs or reasonable attorney’s fees incurred by the non-filing party in responding to such action.

11. General Terms

No Waiver: No delay or omission in the exercise of any right or remedy accruing to either party upon any breach by the other party under this Agreement shall impair such right or remedy or be construed as a waiver of any such breach therefore or thereafter occurring. The waiver by either party of any condition or of any subsequent breach of the same or any other term, covenant or condition contained in this Agreement shall not be deemed to be a waiver of any other condition or of any subsequent breach of the same or any other term, covenant or condition herein contained.
Modification: Neither this Agreement nor any provision of this Agreement, may be waived, modified, or amended except by a written addendum signed by an Authorized Officer of Wholesaler, and then only to the extent set forth in a written addendum memorializing such amendment.
Set-Off: If Vendor owes any amount to Wholesaler or an affiliate of Wholesaler, Wholesaler may subtract the amount owed by the Vendor to Wholesaler or Wholesaler’s affiliate from any amount Wholesaler owes to the Vendor, and Wholesaler is only obligated to pay Vendor the resulting reduced amount. These offsets include, but are not limited to, credits for returned merchandise or credits for damaged product.
Choice of Law and Venue: This Agreement, and any disputes arising under this Agreement or related in any way to this Agreement, whether sounding in tort or contract or otherwise, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts or choice of law principles. The state and federal courts located in Orange County, Florida, shall serve as the sole and exclusive place of venue and jurisdiction for any action, which may ever arise as a result of any controversy between the parties to this Agreement, whether sounding in tort or contract or otherwise.
Assignment: Vendor may not assign its rights or obligations under this Agreement without the prior written consent of Wholesaler. Wholesaler may assign this Agreement without the consent of Vendor. This entire Agreement is binding upon all permitted successors and assigns. Faxed or emailed signatures/confirmations shall be deemed sufficient for all purposes.
Inspection: The transaction between Vendor and the Wholesaler is a sale or return. Products purchased hereunder are subject to inspection and approval at Vendor ‘s destination subject to the terms more fully set forth hereinabove. Complaints or notices as to defects in products or notice of any other breach will be considered made within a reasonable time after Wholesaler receives notice of such defect or other breach. Vendor ‘s failure to state a particular defect upon rejection shall preclude Vendor from relying on unstated defects to justify rejection or establish breach. Resale, repackaging, or repacking for purposes of resale shall operate to terminate the right of Vendor to reject any product received from Wholesaler. The failure of Vendor to reasonably notify Wholesaler of the intention of Vendor to reject the products purchased under this Agreement within the time periods for such notice set forth above shall be deemed an acceptance of the products by Vendor. If Vendor elects to return the products to Wholesaler, Vendor shall bear the risk of loss and expense incurred in returning the products. The risk of loss, damage or casualty to, or any liability with respect to the products, regardless of the cause, shall remain with the Vendor until the products have been accepted by Wholesaler at Wholesaler’s specified destination. Any credit balance due Vendor arising from any return of products shall be offset against any undisputed monies due and payable from Vendor and any balance after such offset shall be promptly paid to Vendor.
Taxes: Any and all taxes, fees, imports or stamps required by any law, ordinance, code, or regulations of any governmental entity having jurisdiction thereof by virtue of the sale, transport, or transmission of the merchandise delivered hereunder to Vendor, shall be paid by Vendor, including obligations incurred in connection with unemployment insurance or other social insurance or pensions, maintained pursuant to any laws, ordinances, codes or regulations.
Cumulative Remedies: All rights and remedies of Wholesaler provided in this Agreement are cumulative and not exclusive, and the exercise by Wholesaler of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, or otherwise. Notwithstanding the foregoing, the Parties intend that, if Wholesaler terminates the Agreement in accordance with Section 7, Vendor’s sole and exclusive remedy is the right a refund of those sums paid to Wholesaler for products not received by Vendor.
Invalidity: If any clause of this Agreement is held to be invalid by any court of competent jurisdiction, the clause in question shall be modified to eliminate the invalid element and as so modified and the clause shall be binding on the parties. The remaining provisions of this Agreement shall not be affected by the modification of any invalid clause.
Force Majeure: Wholesaler shall not be liable or responsible to Vendor, 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 Wholesaler’s 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, epidemics, pandemics 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 materials or shortage of adequate power or transportation facilities; and any other acts beyond Wholesaler’s control. A Force Majeure Event shall give Wholesaler the option to cancel, in whole or in part, and without liability, all undelivered orders or unfilled parts of orders or to extend the time of performance of such obligations.
Independent Contractor: Vendor shall at all times be and remain an independent contractor and not an agent of Wholesaler for any purpose whatsoever and shall have no authority to create or assume any obligations, expressed or implied, in the name of or on behalf of Wholesaler or to bind it in any manner whatsoever.
Intellectual Property: Vendor shall not and shall not permit any employee or other agent to use Wholesaler’s trademarks, trade names, service marks, licenses, patents, trade secrets or other intellectual property or other property for any purpose or activity except as expressly authorized or contemplated hereby. Vendor acknowledges Wholesaler’s (or its subsidiaries or affiliates) exclusive ownership, right, title and interest in all Wholesaler’s trademarks, service marks, patents, and copyrights (in each case whether or not registered) owned or held by Wholesaler or its affiliates. Nothing herein is intended to transfer any ownership, rights, title or interest in such properties to Vendor. Vendor will not at any time do or cause to be done any act or thing contesting or impairing in any way any such right, title and interest.
Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications or proposals whether oral or written.
Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Faxed or PDF signatures/confirmations shall be deemed sufficient for all purposes.