Terms and conditions

These Wholesale Customer Terms and Conditions ("Agreement"), as they may be updated from time to time by White Label Global LLC ("WLG"), are incorporated by reference into the applicable invoice, Purchase Order, or other purchasing document provided by WLG; provided that if there is any conflict between this Agreement and any invoice, Purchase Order, or other purchasing document, this Agreement will control and govern. This Agreement governs the product design, product development, production, and logistics services provided to you ("Buyer") by WLG. Any additional or different terms contained in any Buyer acknowledgment, purchase documents, or other forms will be of no force or effect.

1. Payment and Authorization
All payment for work to be performed by WLG is due as stated under the applicable Purchase Order or invoice. Overdue amounts will accrue interest at the lesser of (a) nine percent per annum or (b) the highest rate permitted by applicable law, and WLG may suspend performance or terminate this Agreement if Buyer is late with any payment. WLG may recover all costs and fees (including reasonable attorney fees) incurred in collecting amounts due under this Agreement. By signing a Purchase Order and/or paying any amounts due under an applicable invoice, Buyer authorizes WLG to begin the work set out in the Purchase Order and/or invoice; provided that WLG will have a reasonable period of time after receiving a signed Purchase Order or payment to reject an order placed by Buyer. Prices do not include sales, use, value-added, or other taxes, import or export duties, tariffs, or other governmental charges relating to or otherwise affecting the production, shipment, or sale of products, all of which are to be paid by Buyer.

2. Approval of Specifications; Changes
WLG is providing customized goods and services to Buyer, and they are therefore not subject to any right of cancellation or refund. In addition, WLG's successful performance depends on receiving accurate instructions and specifications, and WLG is not responsible for any errors caused by information provided by Buyer. If Buyer approves any specifications, mockups, samples, and/or purchase decisions (which approval may be indicated by phone, email, videoconference, invoice, or Purchase Order), WLG may rely on such approval and Buyer will be solely responsible for such approval.

3. Returns and Refund Policy
Given the custom nature of the goods and services, WLG does not accept returns, and no refunds are available: all sales are final.

4. Material for Goods
WLG recommends that Buyer inspect physical copies of proposed material to confirm the material is as desired. WLG does not guarantee that materials viewed online will match the actual product (e.g., in color, weight, quality, design, or texture), and WLG is not responsible for any
discrepancies.

5. Allowances & Claims
WLG will satisfy its obligations of goods purchased within five percent tolerance (plus or minus) allowed at the seller’s option. Buyer must make quantity-related claims within seven days, and quality-related claims within 30 days, of receiving the applicable goods. Minor variations (e.g., in color and sizing) may occur, and such variations will not be counted as nonconforming when determining the five-percent allowance. The final invoice issued will reflect the shipped amount of goods
within the specified tolerance.

6. Intellectual Property
Nothing in this Agreement grants either party any rights to the other party's (or any third party's) intellectual property rights; provided that WLG will have a non-exclusive, worldwide, and royalty-free license to use Buyer's intellectual property, and sublicense the right to use such intellectual property, for the purpose of providing goods and services under this Agreement.

7. Confidentiality
Neither party will use the other's Confidential Information (as defined below) for any purpose other than the performance of its obligations under this Agreement. Each party will protect the other party's Confidential Information by using the same degree of care it uses to protect its own information of a like nature, but no less than a reasonable degree of care. The receiving party will only disclose Confidential Information to its employees, consultants, and subcontractors who have a need to know such Confidential Information to perform its obligations under this Agreement. "Confidential Information" means all non public information of a party that is provided or made available to the receiving party, including without limitation all information relating to a party's employees, products, business plans, financial records, customers, suppliers, vendors, costs, sources, strategies, inventions, procedures, forecasts, sales materials and data, technical advice or knowledge, contractual agreements, pricing, product specifications, trade secrets, procedures, distribution methods, inventories, marketing Wholesale Customer Terms and Conditions strategies, designs, drawings, manufacturers or manufacturing processes, computer programs and systems, and know-how, whether in oral, tangible, electronic, or other form. All Confidential Information will remain the property of the disclosing party.

8. Representations and Warranties
Buyer represents and warrants that it has the necessary rights and permissions to use and exploit any intellectual property provided to WLG to be printed on, applied to, or used in connection with goods provided under this Agreement, and that such use and exploitation does not and will not violate the intellectual property rights of any other entity or person.

9. Indemnification
Buyer will defend, indemnify, and hold harmless WLG from and against any and all claims, damages, costs, and expenses (including reasonable attorney fees) arising from or relating to (a) Buyer's sale or use of goods or services provided under this Agreement, (b) Buyer's breach of this Agreement, or (c) Buyer's violation of any third-party rights.

10. WARRANTY DISCLAIMER
WLG MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO ANY OF THE GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY LG'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, OR OTHERWISE WILL NOT EXCEED THE AMOUNTS PAID BY BUYER TO WLG IN THE THREE-MONTHS BEFORE THE EVENT GIVING RISE TO THE
CLAIM. UNDER NO CIRCUMSTANCES WILL WLG BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF WLG HAS BEEN ADVISED OF THE
POSSIBLITY OF SUCH DAMAGES.

12. Governing Law and Jurisdiction
This Agreement will be governed and construed in all respects by the laws of the State of Oregon, without regard to principles of conflict of laws. The parties consent to the exclusive jurisdiction of the state and federal courts located in Multnomah County, Oregon USA for the resolution of any disputes.

13. Force Majeure; Actions or Omissions of Buyer or Third Parties
WLG is not responsible for any delay or failure to perform its obligations under this Agreement if it arises out of or relates to any (a) action or omission of any third party, (b) delay or failure of Buyer to provide any information requested by WLG or reasonably necessary for WLG's timely performance, or (c) event of force majeure. An event of force majeure means any event or circumstance that was not caused by WLG and that prevents or delays WLG's performance. Events of force majeure include, without limitation, acts of God, fire, flood, hurricane, explosions, riots, wars, acts of terrorism, acts of any governmental authority, pandemic or health emergency, strikes and other labor difficulties, and other events or circumstances beyond the reasonable control of WLG.

14. Entire Agreement
This Agreement and the applicable Purchase Orders and/or invoices constitute the entire agreement between the parties regarding their subject matter, and any prior or contemporaneous agreements are superseded. Further, you agree that you are not relying on any representations or warranties made outside of this Agreement. This Agreement may only be modified by an agreement signed by the parties; provided that WLG may update this Agreement by from time to time by posting an updated version at https://www.whitelabel.global/pages/terms-conditions. There are no third-party beneficiaries under this Agreement.