Reseller Terms and Conditions

Reseller / Applicant (“Reseller”) agrees with Street Savvy LLC. (dba Infinite Edge) (collectively, “IE”) as follows:

  1. IE does not require a buy-in fee, recurring fee, or hidden fees. IE only requires minimum order quantities which can be found on the specific product you are looking to order.

  2. No IE goods, products and/or apparel (“IE Goods”) shall be resold by or through any online auction or online store (such as Ebay, Amazon or other similar sites) other than Reseller’s online store without the prior express, written authorization of IE. All online marketplace/stores to be used by Reseller in the resale of IE Goods must be owned and/or controlled by the Reseller and be approved by IE in advance.

  3. Reseller must require any person or entity to whom Reseller distributes IE Goods for resale to strictly adhere to the terms, conditions and guidelines as set forth in this Agreement.

  4. All orders must be prepaid in full before shipping your items. NO EXCEPTIONS. We will start production of your order with a NON-REFUNDABLE 60% Deposit. IE accepts credit card, ACH, and direct deposit payments.

  5. All products come packaged in poly bags unless otherwise noted.
    IE Masks wholesale orders are processed the same business day if placed before 1pm EST or the next business day. Lead times will vary and are posted on our website. Lead times do not include transit time. Transit time is dependant on the courier (we use UPS, USPS, and DHL) and we are not responsible for courier delays. Transit time is typically 2-3 business days depending on your location.

  6. Reseller agrees to provide IE notice in writing or via phone contact of any nonconforming or defective IE Good within five (5) business days from Reseller’s receipt of the nonconforming or defective IE Good. Failure to notify IE of such nonconforming or defective IE Good within the time allotted herein will be deemed an acceptance of the IE Goods and a waiver of Reseller’s rights to reject them. IE has the right to refuse or deny any refund, in whole or in part, if any of the IE Goods are lost or damaged or is otherwise defective through no fault of IE. Reseller’s sole remedy for breach of this agreement or otherwise, is for either IE to replace the nonconforming or defective IE Good(s) or for IE to issue a refund of the nonconforming or defective IE Good(s) upon IE’s receipt of the nonconforming or defective IE Goods.

  7. Reseller shall have a revocable, non-exclusive license to sell IE products and/or apparel (“IE Goods”) anywhere to anyone, provided Reseller complies with the terms and conditions of this Agreement. Solely in connection with Reseller selling IE Goods purchased directly from IE, IE grants to Reseller a non-exclusive, non-assignable, non-divisible, limited license to use any IE brand name and/or logo associated with the IE Goods and any IE artwork or photographs appearing on IE’s websites that IE also uses to market or sell the IE Goods. This limited license is revocable by IE at any time, and is also provided as follows: (a) Reseller acknowledges and agrees that at all times IE retains all ownership, rights, title and interest worldwide in and to its artwork and photographs, any all copyrights therefore, that are used by Reseller under this limited license; (b) Reseller acknowledges and agrees that at all times IE retains all ownership, rights, title and interest worldwide in and to its trademarks, service marks, logos and trade names, including any goodwill associated thereto, that are used by Reseller under this limited license; (c) Reseller acknowledges and agrees that any use of any of IE’s marks licensed herein by Reseller shall inure to the sole benefit of IE; (d) Reseller acknowledges and agrees not to take any action that is inconsistent with IE’s ownership of the above noted copyrights and marks. Reseller agrees that at no time shall it ever directly or indirectly contest, challenge, raise any objections to the validity of, or attack IE’s ownership, title to, rights in, or interest in any of the licensed trademarks, copyrights, artwork, photographs, logos, etc; (e) Reseller agrees never to file any application for any mark or copyright registration, or obtain or attempt to obtain ownership of any mark, trade name or copyright, in any country of the world, in any state of the United States or in any other jurisdiction or with any other agency, for any of the licensed marks, copyrights, artwork, photographs, etc. or any other marks, artwork, photographs, etc. of IE alone or in combination with other marks, indicia, images, artwork, etc. Reseller agrees not to assist or cause another to seek registration of any of the IE’s marks or copyrighted works, nor shall Reseller perform any action to interfere or cause or assist another to interfere with IE’s ability to obtain registration of one or more of its marks in any jurisdiction throughout the world; (f) Reseller agrees not to alter, modify or enhance any of IE artwork or photographs used by Reseller under this limited license. Reseller also agrees not to create any derivative works from any IE artwork or photographs provided under this limited license, or remove or alter any of IE’s marks or logos from any of the artwork, photographs or products; (g) Reseller agrees not to use any of the licensed artwork, photographs and/or trademarks of IE in connection with the sale or advertisement of non-IE products or IE products not purchased directly from IE; (h) Reseller agrees not to use any other trademark or service mark in connection or in combination with any of the licensed IE trademarks or service marks; (i) Reseller agrees not to adopt any trademark, trade name or service mark which is confusingly similar to any mark or trade name used by IE; (j) Upon revocation of this limited license by IE, Reseller agrees to immediately cease all further use of the marks, artwork, photographs or any other materials of IE except to sell off any IE product in Reseller’s inventory that was purchased directly from IE by Reseller; (k) All IE products sold by Reseller must bear all original IE marks, logos, artwork, etc. unaltered, as originally provided on such products and no other marks, whether Reseller’s or another’s, shall be added to or on the products; (l) All Marketing Materials, and all packaging, labels, and other materials used by Reseller in connection with the advertising, marketing and sale of products purchased directly from IE by Reseller, shall make reference only to the IE trademark associated with the product and shall not include any other brands, endorsements, trademarks, service marks, trade names or logotypes, other than Reseller’s own corporate identifiers as reasonably appropriate to identify Reseller as the retail seller of the products. For the avoidance of doubt, co-branding is not permitted without IE’s prior written approval, which can be withheld by IE for any reason; and (m) Reseller’s obligations contained herein survive termination, revocation or expiration of the above-noted limited license.

  8. This Agreement may be terminated by either party without prior notice at any time and for any reason

  9. IE makes no warranties, express or implied. IE shall not be liable for any incidental or consequential damages for breach of any express or implied warranty on any IE Goods. IE further disclaims any implied warranty of merchantability or fitness for a particular purpose of the IE Goods or any part thereof, and any warranty of non-infringement of intellectual property rights. This provision shall survive termination of the Agreement.

  10. All duties and taxes are paid. Please Note: If you refuse delivery of the shipment, you are responsible for payment of all return shipping fees and any applicable fees, duties and taxes; in this case, all such return shipping fees and any applicable fees, duties and taxes will be billed to the method of payment you used. Shipping fees are not refundable for deliverable shipments or refused shipments.

  11. Reseller agrees that any violation by the Reseller of any intellectual property right owned or held by IE would cause irreparable harm to IE and that damages at law would be inadequate to compensate IE for such violation. Reseller agrees that, in the event of any such violation, IE will be entitled to preliminary and permanent injunctive relief, without the necessity of posting bond, to enjoin any such violation, in addition to any other remedy which IE may have at law, in equity, or otherwise. No remedy conferred upon IE pursuant to this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given pursuant to this Agreement or now or hereafter existing at law or in equity or by statute or otherwise.

  12. Reseller agrees that IE shall not be liable beyond the remedies set forth herein, or for lost profits, loss of business or other consequential, special, indirect or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party except as expressly provided herein.

  13. Reseller agrees to indemnify, defend, and hold harmless IE and its officers, directors, employees, agents, attorneys, licensors and suppliers from and against any and all claims, lawsuits, suits, debts, dues, demands, accounts, losses, expenses, damages and costs, including reasonable attorneys’ fees and costs, resulting from or caused, directly or indirectly by any breach or violation of this Agreement and any negligent, intentional or other wrongful act by Reseller.

  14. This Agreement contains the complete agreement of IE and the Reseller with respect to the subject matter herein and supersedes any prior agreements or understandings, whether oral or written, between IE and the Reseller with respect to such subject matter.

  15. This Agreement may not be altered, supplemented, or amended by the use of any Reseller document(s). Any attempt by Reseller to alter, supplement or amend these terms and conditions or to enter an order for IE Good(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both IE and Reseller. IE reserves the right to amend its terms and conditions from time to time with such amendments to apply to all orders received on or after the time of posting the amendments on IE’s website.

  16. The terms and provisions of this Agreement will inure to the benefit of and be binding upon IE and its successors and assigns, and upon the Reseller and the Reseller’s officers, directors, agents, employees, affiliates, successors and assigns.

  17. No failure or delay by IE in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement.

  18. All notices and communications made in connection with this Agreement will be in writing and delivered by electronic mail (email) and sent to the e-mail addresses provided by the Parties. Notice shall be deemed to have been given on the date the email is sent.

  19. This Agreement will be governed by, and interpreted and enforced according to, the laws of the State of North Carolina, excluding the application of its conflicts or choice of law provisions.

  20. In any legal action or other proceeding is brought for the enforcement of this Agreement, the successful or prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and expenses, including, but not limited to, all attorneys’ fees, costs and expenses incident to arbitration, appellate, and post­judgment proceedings incurred by the prevailing party.

  21. The Reseller: (a) submits to personal jurisdiction in Concord or Cabarrus County in the State of North Carolina for the enforcement of this Agreement; and (b) waives any and all rights under the law of any jurisdiction to object to jurisdiction therein for the purposes of enforcing this Agreement. Any action to enforce any term or provision in this Agreement shall be filed in Concord or Cabarrus County, North Carolina state or federal court, as appropriate. However, nothing contained in this Agreement prevents IE from bringing any litigation or otherwise exercising any rights against the Reseller in any other jurisdiction.

  22. The term “IE” as used in this Agreement will be deemed to include its successors and assigns any and all subsidiaries or affiliates thereof. Reseller agrees that each entity included within the definition of IE will be deemed a third party beneficiary under this Agreement and each such third party beneficiary will have the right to enforce the provisions of this Agreement directly against the Employee, to the extent that the interests of such entity are adversely affected by the Employee’s violation of this Agreement.

  23. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

  24. Reseller represents that it has entered into this Agreement voluntarily and without any duress or undue influence on the Reseller, and the Reseller is not relying on any inducements, promises, statements, or representations made by IE or any of its officers, employees, agents, or attorneys other than as expressly set forth in this Agreement.