Acceptance of B2B Terms and Conditions

Welcome to the Chilewich Business to Business (B2B) website. This B2B website, or any replacement site (collectively, the “B2B Website”), is operated by Chilewich | Sultan LLC (“Chilewich”) to provide you with information about our company, history, news and products, and to allow you to make bulk and/or wholesale purchases of our products for resale, in accordance with our B2B Terms of Sale. Chilewich provides you with access to our B2B Website subject to the following B2B Terms and Conditions, which may be updated from time to time without prior notice to you.

You can review the most current version of these B2B Terms and Conditions at any time at: : www.chilewich.com/wholesale/terms_conditions. Please read these B2B Terms and Conditions carefully. By gaining access to this B2B Website, you agree that you have read and understand these B2B Terms and Conditions and any posted updates and that you accept and agree to be bound by them. If you do not wish to be bound by these B2B Terms and Conditions, please do not continue to use this B2B Website.

Becoming an authorized Chilewich reseller.

In order to become an authorized Chilewich reseller, we require that you complete an online application form that is posted on the B2B Website. As part of such application form, you will be required to provide Information about your business, including contact information, information about the size and nature of your business, order and shipping information, information sufficient to allow Chilewich to perform a credit inquiry, if necessary, and other information. When completing the application form, you agree to: (a) provide true, accurate, current and complete information about yourself and your business as prompted by such form (the "Application Data"); and (b) promptly update the Application Data to keep it true, accurate, current and complete.

Registration

You can only access this B2B Website if you register and are accepted as an authorized reseller of our products. In registering for the B2B Website, you agree to: (a) provide true, accurate, current and complete information about yourself and your business as prompted by the registration form (the "Registration Data"); (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; (c) certify that you are at least 18 years old; and (d) abide by Chilewich’s Terms of Sale. : www.chilewich.com/wholesale/terms_sale. If you provide any information that is untrue, inaccurate, not current or incomplete, whether as part of the application or registration process, or if Chilewich has reasonable grounds to suspect this, Chilewich has the right to suspend or terminate your account and to refuse any further use of the B2B Website by you.

Registration Account and Password

You will receive a username and password as part of the registration process. You are responsible for maintaining the confidentiality of your username, password and account and all activities that occur in connection with these. You agree to immediately notify Chilewich of any actual or suspected unauthorized use of your password or account or any other breach of security. You also agree not to allow anyone other than you to use your username, password or account.

Protection of Privacy

Information you give to Chilewich about yourself and your business is subject to Chilewich’s B2B Privacy Policy : www.chilewich.com/wholesale/privacy_policy.. We encourage you to read and understand our privacy practices before continuing.

Products for Wholesale Purchase

Your bulk and/or wholesale purchase of Chilewich products through this B2B Website for resale is strictly governed by Chilewich’s B2B Terms of Sale www.chilewich.com/wholesale/terms_sale.

Product Descriptions

Chilewich attempts to be as accurate as possible when describing its products and when depicting these products on this B2B Website. Chilewich does not warrant that these product descriptions or depictions, or other content on this B2B Website, are accurate, reliable, current or complete.

Chilewich’s Intellectual Property Rights

You acknowledge and agree that the B2B Website and its contents, including, but not limited to, all photographs, information, data, text, product descriptions, software, music, sound, graphics, video, messages, tags and/or other materials (collectively, the “Content”) are proprietary or confidential information that belong exclusively to Chilewich and are protected by applicable copyright, trademark, trade secret, patent or other proprietary rights and laws. You are not authorized to reproduce, republish, distribute, transmit, modify, sell or otherwise use the Content, or to create derivative works based on the Content, in whole or in part, except with Chilewich’s express prior written authorization or as may be specifically authorized by Chilewich’s B2B Terms of Sale. Without limiting the foregoing, you are not authorized to use the Content in order to gain a competitive advantage, for unauthorized marketing purposes (including, third-party solicitations), to harass, abuse or harm others, or in a way that otherwise exceeds the scope of your authorized access to this B2B Website. In addition, you are not authorized to use, access, search or obtain data from the Content of this B2B Website by using any link or deep-link, framing, page scrape, robot, spider or other automatic device, program, algorithm or similar methodology. Chilewich grants you a personal, non-transferable and non-exclusive right and license to use the Content on a single computer only for your authorized purposes and subject to all other B2B Terms and Conditions herein. Any unauthorized use terminates the permission or license granted by Chilewich.

The Chilewich and Chilewich | Sultan names and associated product names are trademarks or registered trademarks of Chilewich (the “Chilewich Marks”). You are not authorized to display or use in any manner any Chilewich Mark, except with Chilewich’s express prior written authorization or as may be specifically authorized by Chilewich’s B2B Terms of Sale.

The product designs and product materials used for Chilewich’s products are the exclusive property of Chilewich and are protected by applicable copyright and other proprietary rights and laws. You are not authorized to reproduce, sell or otherwise use these designs or materials, in whole or in part. Chilewich takes its intellectual property rights seriously and monitors for and vigorously pursues any infringers.

Disclaimer of Warranties

YOUR USE OF THE B2B WEBSITE IS AT YOUR SOLE RISK. THE B2B WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CHILEWICH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. CHILEWICH MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED ON THIS B2B WEBSITE, AND YOU SHOULD CONFIRM ANY INFORMATION PRESENTED ON THIS B2B WEBSITE BEFORE RELYING ON IT IN ANY WAY.

Limitation of Liability

IN NO EVENT WILL CHILEWICH BE LIABLE TO YOU FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES RESULTING FROM YOUR USE OR INABILITY TO USE THIS B2B WEBSITE, EVEN IF CHILEWICH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WILL APPLY TO DAMAGES FROM ANY CAUSE OF ACTION, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE. IN NO EVENT WILL CHILEWICH’S LIABILITY TO YOU FOR ANY CAUSE OF ACTION EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS B2B WEBSITE. CHILEWICH DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THIS B2B WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS B2B WEBSITE OR THE SERVERS THAT MAKE THIS B2B WEBSITE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. .

Information Sent to Us

We welcome and encourage your feedback, but please do not submit any proprietary or confidential information, suggestions or materials via e-mail, this B2B Website or any other method. We will not compensate you for any submissions that we use. By submitting such materials, you grant Chilewich a perpetual, worldwide, irrevocable, royalty-free license to use those materials in any way Chilewich deems appropriate. You expressly agree that you will not submit any materials that you do not have the right to make available under any law or contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), and you will solely bear any liability related to your submission of such materials either by you or through your account.

Indemnification

You agree to defend, indemnify and hold Chilewich and its subsidiaries, affiliates, officers, directors, employees, agents and partners from and against any and all claims, actions, liabilities, costs or damages (including reasonable attorneys’ fees) asserted by any third party arising from or related to the use by you or your business of this B2B Website or conduct in connection therewith in violation of these B2B Terms and Conditions or other Chilewich policies.

Links to Other Sites

Chilewich does not make representations or warranties about any website that you may be able to access through this B2B Website. Chilewich does not endorse, monitor or assume any liability for the information provided or activities undertaken by any such website.

Waiver and Severability

Chilewich’s failure to exercise or enforce any right or provision of these B2B Terms and Conditions shall not constitute a waiver of such right or provision. If any such right or provision is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these B2B Terms and Conditions shall remain in full force and effect.

Governing Law

These B2B Terms and Conditions and the relationship between you and Chilewich will be governed by the laws of the State of New York, without regard to its conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the courts located within the County of New York in the State of New York with respect to any claims arising from these B2B Terms and Conditions or your use of the B2B Website.

Our Contact Information

Chilewich|Sultan LLC
44 East 32nd Street
New York, NY 10016

Customer Service telephone line for B2B businesses: 888-851-7130 Fax: 212-679-9205 Email: customerservice@chilewich.com