Terms of Use

Thank you for choosing SPWF for your wholesale shopping experience. This web site is operated by SPWF, "SPWF" or "we", "us", "our" and similar references. BY ACCESSING OR USING THIS SITE, YOU INDICATE YOUR UNCONDITIONAL ACCEPTANCE OF THESE TERMS OF USE (THE "TERMS OF USE"). WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO UPDATE OR REVISE THESE TERMS OF USE. YOUR CONTINUED USE OF THE SITE FOLLOWING THE POSTING OF ANY CHANGES TO THE TERMS OF USE CONSTITUTES ACCEPTANCE OF THOSE CHANGES.

1. Use of the Web site. You may use the Web site only in accordance with and subject to these Terms of Use and the Web site's Privacy Policy (the "Privacy Policy") Once you complete and submit your registration, your account will be subject to an approval process and you will automatically have opted in to receive email communication from us. You may not use the Web site for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of SPWF or others. Notwithstanding any other rights or restrictions in these Terms of Use, you may not use this Web site to: (a) transmit via or through the Web site any information, data, text, images, files, links, or software except in connection with your authorized use of this Web site or otherwise in response to specific requests for information by us; (b) introduce to the Web site or any other computer or web site viruses, worms, Trojan horses and/or harmful code; (c) obtain unauthorized access to any computer system; (d) impersonate any other person, including but not limited to, a registered user of this Web site or an employee of SPWF; (e) invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity; (f) misrepresent the identity of a user or use a false e-mail address; (g) tamper with or obtain access to this Web site or any component of this Web site; (h) conduct fraudulent activities; or (i) collect or harvest information regarding other users of the Web site for any reason whatsoever, including, without limitation, for sending such users unsolicited commercial e-mail.

You are responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account or password. You agree to immediately notify us in the event of any unauthorized use of your account or other breach of security.

2. Membership Eligibility. The Web site is available to members who are 18 years and older, who have properly registered and who have not been suspended or removed by SPWF for any reason. By becoming a Member you represent that you are of legal age and a non-consumer engaged in the fashion industry or related to. Membership is available only through our registration and approval process who have completed the information required by the Web site's registration form. If you do not qualify, you may not use the Web site. As a Member, you agree to provide true, accurate, current and complete information about yourself as prompted by the Web site's registration form. Membership is void where prohibited by law.

3. Additional Terms and Conditions. Additional terms and conditions may apply to specific portions of or products on the Web site or your membership, which terms are made part of these Terms of Use by reference. You agree to abide by such other terms and conditions. If there is a conflict between these Terms of Use and the terms posted or emailed for, or applicable to, a specific portion of or products on the Web site or your membership, the latter terms shall control with respect to your use of that portion of the Web site, the products or your membership.

4. Accuracy of Content; Limitations on Quantity. The information on this Web site is believed to be complete and reliable; however, the information may contain typographical errors, pricing errors, and other errors or inaccuracies. We will use reasonable efforts to correct errors as soon as practicable. We reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies or omission; and (iii) make changes to prices, content, promotion offers, product descriptions or specifications, or other information without obligation to issue any notice of such changes (including after an order has been submitted, acknowledged, shipped or received, except as prohibited by law ). We also reserve the right to limit quantities (including after an order has been submitted and/or acknowledged) and to revise, suspend or terminate an event, promotion or boutique at any time without notice (including after an order has been submitted and/or acknowledged). The inclusion of any products or services on this Web site at a particular time does not guarantee that the products or services will be available. If a product offered by us is not as described, your sole remedy is to return it subject to the terms of our return policy.

5. Proprietary Rights. You acknowledge and agree that the content, software, materials and other components (including but not limited to our logos, graphics, button icons and page headers) available on the Web site are the property of SPWF. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from content or materials on the Web site. Reference to any products, services or other information by trade name, trademark, manufacturer or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof or any affiliation therewith by SPWF. All trademarks not owned by SPWF that appear on the Web site are the property of their respective owners. Use of the content and materials for any purpose not expressly permitted in these Terms of Use is prohibited. SPWF relies upon a network of independent vendors who supply some of the goods advertised on the Web site and, in some cases, drop ship them directly to you. We are not liable for any infringement of copyrights, trademarks, trade dress or other proprietary or intellectual property rights arising out of content posted on or transmitted through the Web site, or items advertised on the Web site, by our vendors.

6. Suggestions. Any comments, questions, feedback, ideas, suggestions or other communications or information about or relating to the Web site submitted by you to or through SPWF, such as, without limitation, the operation of, improvement to, use of or new functions for the Web site (collectively, "Submissions") shall be and remain the exclusive property of SPWF with no further compensation to you. As such, we will own exclusively all such rights, titles and interests in such Submissions and shall not be limited in any way in the use, commercial or otherwise, of any Submissions. UNDER NO CIRCUMSTANCE SHALL ANY DISCLOSURE OF ANY SUBMISSION TO SPWF BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION OR ATTRIBUTION. BY SUBMITTING ANY SUBMISSION TO OR THROUGH SPWF, YOU ARE WAIVING AND RELINQUISHING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE SUBMISSION AND YOU REPRESENT AND WARRANT THAT ANY SUBMISSIONS BY YOU WILL NOT VIOLATE ANY RIGHT OF ANY THIRD PARTY, INCLUDING COPYRIGHT, TRADEMARK, PRIVACY OR OTHER PERSONAL OR PROPRIETARY RIGHTS. YOU REPRESENT AND WARRANT THAT NO SUBMISSION BY YOU WILL BE OR CONTAIN LIBELOUS OR OTHERWISE UNLAWFUL, ABUSIVE OR OBSCENE MATERIAL. YOU ARE AND SHALL REMAIN SOLELY RESPONSIBLE FOR THE CONTENT OF ANY SUBMISSIONS YOU MAKE. YOU REPRESENT AND WARRANT TO SPWF THAT SPWF IS FREE TO IMPLEMENT THE SUBMISSION IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY SPWF, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY AND WITHOUT ANY COMPENSATION TO YOU.

7. Links to Third-Party Web sites; No Implied Endorsements. This Web site may contain links to other web sites on the Internet. You acknowledge that we have no control over such web sites and that we are not responsible for the accuracy, content, legality or any other aspect of any linked web site. In no event shall any reference to any third party, third party web site or third party product or service be construed as an approval or endorsement by us of that third party, third party web site or of any product or service provided by a third party.

8. Indemnification. By using this Web site, you agree to indemnify, hold harmless and defend SPWF, its parent, subsidiaries, divisions and affiliates, and their respective officers, directors, employees, successors, agents, subsidiaries, partners, contractors, vendors, manufacturers, distributors, representatives and affiliates from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys' fees, resulting directly or indirectly from a claim (including without limitation, claims made by third parties for infringement of intellectual property rights) by a third party that arises in connection with (i) your use or misuse of the Web site; (ii) a dispute with a member; (iii) your breach of the Terms of Use; or (iv) your violation of any law or the rights of a third party. You agree to cooperate as fully as reasonably required in the defense of any claim. SPWF reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you for which you will remain responsible for indemnifying and holding harmless the SPWF Indemnitees.

9. Disclaimers. SPWF is not and shall not be at any time responsible or liable for any loss or damage of any kind, including personal injury or death, (whether in tort, contract or strict liability) arising out of or related to any content submitted or posted by you or any third party, or to any act or omission by Members of the Web site, by SPWF or by any third party or by any of the equipment or programming associated with or utilized by the Web site. Any content submitted by our vendors does not necessarily reflect the opinions or policies of SPWF.

SPWF is not responsible for any problems or technical malfunction of any telephone or cable network or lines, computer systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on the Web site, including any injury or damage to member's or to any person's computer related to or resulting from participation on or through the Web site.

THE WEB SITE, ITS CONTENT AND ALL TEXT, IMAGES, MERCHANDISE AND OTHER INFORMATION ON, ACCESSIBLE FROM OR AVAILABLE THROUGH THIS WEB SITE ARE PROVIDED ON AN "AS AVAILABLE" AND "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, SPWF DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THIS WEB SITE IS FREE OF ERRORS; (ii) THE FUNCTIONS CONTAINED ON THIS WEB SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THIS WEB SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS

10. Limitation of Liability. IN NO EVENT SHALL SPWF, ITS PARENT, SUBSIDIARIES, DIVISIONS OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS WEB SITE BE LIABLE TO ANY USER OF THE WEB SITE OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE THE WEB SITE OR ANY INFORMATION CONTAINED THEREON OR STORED OR MAINTAINED BY SPWF, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF SPWF HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL THE TOTAL LIABILITY OF SPWF, ITS PARENT, SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS WEB SITE TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THIS WEB SITE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT YOU PAID TO SPWF IN CONNECTION WITH THE APPLICABLE EVENT, PROMOTION OR BOUTIQUE GIVING RISE TO SUCH LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL SPWF, ITS PARENT, SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS WEB SITE HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF OF SPWF.

You hereby acknowledge that the preceding paragraph shall apply to all content, merchandise and services available through the Web site. Because some states do not allow limitations on implied warranties or the exclusion or limitation of certain damages, in such states some or all of the above disclaimers or exclusions may not apply and liability will be limited to the fullest extent permitted by applicable law.

11. International Use. We make no representation that information on this Web site is appropriate or available for use outside the United States. Those who choose to access this Web site from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

12. Risk of Loss. The items purchased from our Web site are shipped by a third party carrier pursuant to a shipment contract. As a result, risk of loss and title for such items pass to you upon our delivery to the carrier.

13. SPWF Affiliates. SPWF is not affiliated with web sites or third parties that sell or advertise our products without a written agreement with us. SPWF reserves the right to void all service, return, and other policies for orders and SPWF products that were purchased through unauthorized sellers. SPWF is not responsible for any representations by unauthorized sellers.

14. Unavailability of Web site; Termination; Fraud. We may alter, suspend, or discontinue this Web site in whole or in part, at any time and for any reason, without notice or cost. In addition, the Web site may be temporarily unavailable from time to time for maintenance or other reasons. We may, in our sole discretion, terminate or suspend your use or access to all or part of the Web site or your account or membership, for any reason, including without limitation, breach of these Terms of Use. If at any time, we notify you that your access to and /or use of the Web site or your account is terminated, you must cease and desist from all such access and/or use immediately. We reserve the right to cancel, delay, refuse to ship, or recall from the shipper any order if fraud is suspected. In the event these Terms of Use or your membership or account are terminated, the restrictions regarding intellectual property matters, the representations and warranties, indemnities, and limitations of liabilities set forth herein (as well as any other of your obligations which by their nature should survive termination) will survive termination.

15. Copyright Infringement; Notice and Take Down Procedures. If you believe that any materials on this Web site infringe your copyright, you may request that they be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must: (a) identify the allegedly infringing materials; (b) indicate where on the Web site the infringing materials are located; (c) provide your name and contact information; (d) state that you have a good faith belief that the materials are infringing; (e) state that the information in your claim is accurate; and (f) indicate that "under penalty of perjury" you are the lawful copyright owner or are authorized to act on the owner's behalf. Our contact for copyright issues relating to this Web site is: legal@sanpedrowholesalefashion.com.

16. Choice of Law and Forum. These Terms of Use and any dispute of any sort that might arise between you and SPWF or its parent, subsidiaries, divisions or affiliates shall be governed by and construed in accordance with the laws of the state of California, without regard to its conflict of law principles, as it is applied to agreements entered into and performed therein, and excluding the United Nations Convention on Contracts for the Sale of Goods, as amended from time to time. Any action brought to enforce this Agreement or matters related to the Web site will be brought in either the state or federal courts in Los Angeles, California; provided, however, that notwithstanding anything contained in these Terms of Use to the contrary, we shall have the right to institute judicial proceedings against you or anyone acting by, through or under you, in order to enforce our rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief. You consent to the jurisdiction of such courts and irrevocably waive any objection, including without limitation any objection to the laying of venue or based on the grounds of forum non conveniens, which you may now or hereafter have to the bringing of any such action or proceeding in such jurisdiction. In addition, you expressly waive any right to a jury trial in any legal proceeding against SPWF, its parent, subsidiaries, divisions or affiliates or their respective officers, directors, employees, agents or successors under or related to these Terms of Use. Any claim or cause of action you have with respect to use of the Web site must be commenced within one (1) year after the claim arises.

17. Miscellaneous. Unless otherwise specified herein, these Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and SPWF with respect to the Web site and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and SPWF with respect to the Web site. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of SPWF to act with respect to a breach by you or others does not waive SPWF's right to act with respect to subsequent or similar breaches. SPWF's failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SPWF without restriction. The section headings contained in these Terms of Use are included for convenience only and shall not limit or otherwise affect the terms of these Terms of Use.