1. Overview

Thank you for your interest in becoming a Retailer on the Freedom Business Alliance (FBA) wholesale online marketplace, accessible through its websites (collectively, the “Site”) and mobile applications (collectively, the “Application”) (together, the “Services”). Throughout these Retailer Terms of Service (“Retailer Terms”), the terms “FBA,” “us,” and/or “we” refer to FBA Wholesale, Inc. The terms “you” and/or “your” refer to you as a user of the Services as a Retailer. These Terms, along with FBA’s Terms of Service (the “General Terms”) and Privacy Policy, govern your purchase of goods as a Retailer through the Services. These Retailer Terms reference and link to various FBA policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Retailer Terms. You hereby acknowledge and agree to terms and conditions the set forth below. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Retailer Terms, the word “include” or “including” means “including, but not limited to”.

2. Key Definitions

“Brand” means a seller who offers to sell and/or sells its goods to Retailers through the Services.

“Retailer” means a buyer who purchases goods through the Services for the purpose of resale.

3. Account Registration – Retail Account

Retailer Account. To purchase goods through the Services as a Retailer, you must register, create a retailer account and be approved by FBA (“Retailer Account”), as further set forth in the General Terms. We reserve the right to deactivate your account if we find that you are in breach of these Retailer Terms, including in the event that you are selling products in non-FBA approved locations or on other platforms other than FBA (as further set forth in these Retailer Terms).

Qualifications. To qualify for a Retailer Account, Retailers must have an online, brick and mortar or pop-up store that is open and ready for business (authorized subscription boxes and booths may also qualify in our discretion). You must also have, and upon request provide proof of, a valid reseller’s permit or ID (or your state’s or region’s equivalent documentation).

4. Product and Content Compliance

You acknowledge and agree that FBA is not required to determine whether the products sold on the Services, or any Content related thereto: (i) abide by FBA’s Product Guidelines and/or are not prohibited under FBA’s Product Guidelines; (ii) comply with all laws, rules and regulations, including but not limited to, safety, labeling, testing, warning, import/export, and/or other consumer protection law requirements; (iii) do not infringe upon the intellectual property, publicity or other rights of others; (iv) do not contain false, inaccurate or misleading information; (iv) are allowed to be sold from the Brand’s jurisdiction and/or into your jurisdiction; and/or (v) are allowed to be sold by you from your jurisdiction into your customer’s jurisdiction. You agree to conduct the necessary due diligence for compliance and suitability of Brands and their products. You hereby release FBA from any liability with respect thereto, and agree to indemnify, defend and hold FBA harmless for any claims as set forth in the Indemnification section below.

5. Orders

Prohibition on Fulfillment Using Third Party Websites. You agree to not fulfill orders on third party websites unless they are approved by FBA. Prohibited sites include Amazon, eBay, Etsy, and Poshmark.

Order Minimums. Brands may specify a minimum dollar amount a Retailer must spend before a Brand is willing to sell to a Retailer (an “Order Minimum”). This amount is set by each Brand and may vary between Brands. Brands have the option to set a different Order Minimum for first orders and reorders you place with them.

Right to Refuse. You acknowledge and agree that Brands and/or FBA may refuse to complete your purchase for any reason.

Inventory. FBA will encourage Brands to have sufficient inventory to sell goods to Retailers. However, you acknowledge and agree that FBA does not guarantee a Brand's inventory or that there will be enough product to sell to you.

Testers and Samples. Brands may sell testers. You may add only one tester per product SKU to any full order. Samples are currently not made available by a Brand. Please note that in the event you purchase testers, they are non-returnable and non-refundable.

No Circumvention. You acknowledge and agree that you will place all orders for a Brand's product through the Services for any Brand that you are first introduced to through the Services. You acknowledge and agree that you will not influence Brands, or otherwise circumvent FBA’s process or the Services, by transacting orders with Brands you were introduced to through the Services outside of the Services. Failure to comply with this provision may result in temporary suspension or permanent termination of your Retailer Account and your ability to purchase products on FBA in the future.

FBA Protection. FBA Protection is a program in which Brands, at their option, offer Retailers 90 days of postal code exclusivity protection for orders placed with that Brand on the Services. That means that the first Retailer to order from the Brand in a specific postal code will have 90 days of exclusivity with that Brand for the postal code where the Retailer is located. No other Retailers in that postal code will be allowed to purchase products from that Brand during the 90-day exclusivity period from FBA. If the Retailer does not re-order from the Brand after the 90-day exclusivity period ends, then FBA Protection ends for that Retailer, and another Retailer in that same postal code will be able to place an order and trigger FBA Protection for 90 days. FBA Protection is only available for orders placed on the Services. FBA cannot guarantee the exclusivity of postal codes beyond purchases placed on the Services and shall not be held responsible in such circumstances.

Shipping Address and Drop Shipping. You agree to provide a valid, physical address to receive the product that you order through the Services. FBA does not offer drop shipping to customers of Retailers. Retailers are also not allowed to forward purchased products to overseas locations, whether through mail forwarding services or otherwise.

Taxes. You acknowledge and agree that you are solely responsible for the collection and remittance of any taxes, including sales taxes, as well as any other payments or filings required under applicable law. You hereby release FBA with respect thereto, and agree to indemnify, defend and hold FBA harmless against any and all such taxes, contributions, penalties and/or interest.

6. Payment

Payment Methods. To make a purchase, you must link an approved payment method (such as a credit or debit card, but excluding pre-paid cards)) with your Retailer Account. Approved payment methods may vary by region. By submitting payment details in conjunction with registering for a Retailer Account and/or purchasing goods, you agree to pay for the goods purchased, and any applicable taxes and other fees that may accrue, and you authorize FBA and/or its affiliates to charge the payment method with the information you have supplied to FBA, and/or to credit that payment method to make any adjustments if necessary. FBA reserves the right to correct any errors in pricing. We will charge your default payment method on file in your Retailer Account. If it fails, we reserve the right to charge any other payment method you have included in your Retailer Account.

Payment Processors. FBA uses third-party service providers for credit card payment processing, fraud alerts, payment processing and disbursement of funds to Brands. You acknowledge and agree that FBA may share information about you with those payment processors in order to complete the transaction.

Payment Accounts. FBA offers two types of payment accounts depending on the type of Retailer business (as described below): (1) Net 60 Terms Account (“Terms Account”); and (2) Payment on Shipment Account:

Terms Account. FBA offers certain Retailers the option to purchase products with a Terms Account. To be eligible for a Terms Account, you must be approved by FBA. Your account may be reviewed for terms once your first order is placed and before it begins processing. If you are eligible for a Terms Account, then FBA will not charge your account until invoices are due 60 days after the order is placed. However, you have the option to pay your invoices sooner by logging onto your Retailer Account and paying any outstanding invoices. FBA reserves the right to have spending limits under this type of account. Once you either return the products (if eligible), or pay for the products, your credit balance will decrease. You may request to have your credit limit increased by requesting to do so in your Retailer Account. Any purchases made over the credit limit must be paid upon shipment. You agree that you will not create multiple accounts in an attempt to circumvent spending limits.
Payment on Shipment Account. If you are not eligible for a Terms Account, you must make payment when the product is shipped by the Brand. Your method of payment will automatically be charged once the order is in transit.

Failure to Make Payment & Payment Plan Program. You acknowledge and agree that if you fail to make timely payment for any goods you ordered through the Services, FBA may, at its option and without notice to you, demand immediate payment of all outstanding invoices, cancel or suspend orders, suspend or revoke your line of credit, offset monies that may be owed to you, asset late payment penalties at the highest rate allowed by law and/or temporarily suspend or permanently terminate your Retailer Account. FBA reserves the right to turn your account over to a collection agency or seek any other legal or equitable remedies available to collect any outstanding debt. You acknowledge and agree that if any payment becomes 60 days past due, and you have not otherwise opted into a payment plan program offered by FBA, FBA may at its option automatically enroll you into a 3 month payment plan, and you hereby agree to pay the total amount due in equal weekly installments over such 3 month period. FBA reserves the right to apply a fee for this service. This payment plan program is only applicable to the purchase of goods, and does not apply to any paid subscription plans or other services.

7. Shipping Costs and Lead Times

Shipping Costs Unless FBA has authorized free shipping, you are responsible for and agree to pay for all shipping costs displayed on your invoice as well as any customs and/or duties on international orders. Shipping costs will be included in your invoice. Shipping costs will vary depending on the weight of the package and where the package is being shipped from.

Lead Times. You acknowledge that lead times vary on how long it takes for a Brand to ship a product. Average lead times are displayed on the Brand's page and/or when the product is in your cart. If any order takes longer than 2 weeks to ship, your invoice due date and return window (if applicable) are automatically extended by 2 weeks. Once the Brand accepts the order, the expected ship date will be updated in your Retailer Account. You will receive a notice once the product has shipped, giving you a tracking number and letting you know the cost of shipping. This information is also available in your Retailer Account.

8. Returns, Refunds, Cancellations

Returns. FBA offers free returns on qualifying orders placed with any Brand. From the date the order is placed, you have the same number of days to return the product for a full refund as you have to pay the invoice (“Return Eligibility Period”). When goods are returned to FBA by a Retailer, FBA may at its option redistribute those products through its various redistribution channels. To qualify for free returns and prevent future charges, you must adhere to FBA return policies as outlined in our Returns, Refunds and Cancellations Policy. You acknowledge and agree that any orders from a Brand not covered in FBA’s Return Policy are not eligible for return, except under certain limited circumstances described therein. Although FBA agrees to pay free shipping on returned items that qualify, you acknowledge and agree that you pay for all shipping costs to your retail store. Those shipping costs are non-refundable, even if you later return those items for free under this Section.

Refunds and cancellations. If you receive a product that is damaged, the shipment includes missing items or you do not receive the product by the expected ship date, you must report the issue within 14 days of receiving the product as outlined in our Returns, Refunds and Cancellations Policy. You agree that if you do not timely report the issue, the product shall be deemed delivered and satisfactory.

FBA reserves the right to accept or reject any missing or damaged report filed by a Retailer in its sole reasonable discretion, including in the event FBA suspects any fraudulent activity. FBA’s decision whether to accept a damaged or missing claim shall be final.

9. FBA Messenger

Retailers and Brands may contact each other directly through FBA Messenger on the Services. You agree to use FBA Messenger only for legitimate business purposes, such as asking questions about a Brand’s products, the status of an order or to resolve business issues. You agree to not abuse FBA Messenger, to use it only as is reasonably necessary and to not use it for the purpose of harassment or other improper purposes. If you are not able to get answers to your questions or resolve issues, you may also contact FBA directly.

10. Product Content

Limited License. FBA displays various Content related to the products, including photographs, product descriptions, Brand stories and any other related content for sale on its Services. You are granted a limited, revocable license to use Content related to a product that you purchase on the Services on your own company’s website for the sole purpose of reselling that same product. Notwithstanding the foregoing, you agree that you will not use any such Content in any ad or media campaign, including postings, emails, ads or any other communication on Facebook, Instagram or Google, among others, without the express written consent from the owner of that Content.

You acknowledge and agree that you are merely a licensee of the Content and that you do not own, and will not claim any ownership rights in, the Content. You further acknowledge and agree that FBA is not responsible, nor shall FBA be held liable, for any Content, and FBA makes no representation or warranty that the Content does not infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain libelous or otherwise unlawful, abusive, harassing or obscene material, or result in the violation of any applicable law or regulation.

11. Disputes

For any disputes regarding an order or product from a Brand, you agree to try to informally resolve the dispute directly with the Brand using FBA Messenger. If you are not able to resolve the dispute, you may contact FBA to help resolve the issue. You agree that FBA has no duty or obligation to resolve any issue you have with a Brand, and you hereby release FBA from any and all liability relating to any dispute you have with a Brand.

12. Indemnity

You agree to defend, indemnify, and hold FBA, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Retailer Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.

13. Termination

If you breach any of these Retailer Terms, FBA will have the right to temporarily suspend or permanently terminate your Retailer Account, these Retailer Terms and/or the General Terms in its sole discretion and without prior notice to you. FBA reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event FBA terminates these Retailer Terms, your Retailer Account and/or the General Terms due to your breach, you will remain liable for all amounts due hereunder.

You may terminate your relationship with FBA at any time by contacting FBA’s support team at info@FBA.com or as otherwise indicated in your Retailer Account portal. FBA will close your Retailer Account once there has been an accounting of all monies due and owing.