Terms of Service

Last updated: February 22, 2021

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the www.rgand.com website (the “Service”) operated by Rgand (“us”, “we”, or “our”).

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.

These Terms of Use (the “Terms”) are a binding contract between you and Rgand.com marketplace and Rgand (“Rgand”, “we” and “us”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy, Copyright Dispute Policy, and the Purchase Order Terms and Conditions.

Rgand fair use policy

You may be required to sign up for an account, and select a password and user name. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person.

You represent and warrant that you are of legal age to form a binding contract. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

Rgand is created with the purpose to facilitate a direct purchase of goods from their PRODUCERS. Therefore, no third-party re-sellers, distributors, private label, intermediary or any non-direct sellers of goods not produced by them are not permitted and not allowed to register and make any commercial transactions on the Rgand website, including sales of goods, prospective contract negotiations and direct contact with Buyers.

We reserve the right to remove and deactivate any account in direct violation of these policies. Any goods shipped, stored at Rgand Prime Fulfillment Centers and offered for sale under such account will be left at the sole discretion of Rgand. We reserve the right to dispose these goods according to Rgand procedures and under direct instruction from Rgand management.

Any Rgand user may be required by Rgand to provide a direct evidence of goods ownership, manufacturing by the registered user and ownership of brand, trademark, logo and any product-specific information. A failure to provide such evidence will trigger user account deactivation and removal of goods from the website.

Availability, Errors and Inaccuracies

We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other web sites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service.

We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Accounts

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

Communications

By creating an Account on our service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

Approval process for PRODUCERS

By creating an Account on our service and for the purposes of reporting, registration and approval to ship/sell PRODUCER goods to Rgand.com marketplace, you agree to provide all required business, financial and other information to Rgand Customer Support and Verification team via email, phone, fax or standard post and currier service. PRODUCER will conform to all quality control and other standards and inspection systems as may be established or directed by Rgand for the products to be listed for sale at the Rgand website. These include but not limited to shipping and receiving formats, barcoding, supporting documentation, product information, images, unit prices, packaging size.

You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.

Fulfillment Services and Storage Agreement for PRODUCERS

 1) Purpose

The purpose of this Agreement is to establish the terms by which RGAND is to provide services to PRODUCER and by which PRODUCER is to compensate RGAND for the same. RGAND and PRODUCER desire that the resulting relationship is mutually beneficial and enhances PRODUCER’s business.

2) On-Time Fulfillment – 100% Guarantee

RGAND shall provide Fulfillment Services pertaining to an Order on the Target Ship Date assigned to the Order. Orders received by an agreed upon Cutoff Time within a Normal Business Day will receive a Target Ship Date of the same day. Otherwise RGAND shall provide the Fulfillment Services for such Order by the end of the next Normal Business Day at the latest.

3) Fulfillment Accuracy – 100% Guarantee

RGAND shall provide Fulfillment Services with 100% accuracy, which means that for each Order, RGAND fulfills the correct type and quantity of Goods and submits the resulting Package(s) or Pallet(s) to the correct Carrier. In the event RGAND makes a mistake such that Fulfillment Services for a given Order are not performed as required by this section, RGAND shall refund to PRODUCER all amounts paid to RGAND for Fulfillment Services pertaining to such Order; shall pay for all shipping costs, to include any additional Carrier service fees to retrieve items shipped incorrectly, if any; shall pay for all shipping costs to ship any missing items, if any.

4) Inventory Safety and Accuracy – 100% Guarantee

RGAND shall safe-keep and protect the Goods under its care with 100% reliability, and RGAND shall maintain records of the Goods under its care with 100% accuracy. Such safe- keeping, protection, and accuracy requires that once received by RGAND, no Goods are damaged, stolen, or lost as a result of RGAND’s negligence. In the event that such damages, theft, or losses occur while Goods are in the care of RGAND, RGAND shall reimburse PRODUCER for the lost Goods at PRODUCER’s cost basis, including shipping. Rgand shall promptly report all such losses to PRODUCER. Upon request by RGAND, PRODUCER shall provide documentation to support the reported loss value in the form of an invoice, receipt, or similar documentation. Should such lost Goods later be recovered, RGAND shall be deemed the owner of those Goods. The reimbursement remedy outlined in this section shall be PRODUCER’s sole and exclusive remedy in the event that PRODUCER’s Goods are damaged, stolen, or lost as a result of RGAND’s negligence.

5) Receiving Inventory – Two Day Guarantee

RGAND desires to promptly make PRODUCER’s Goods available for shipment. To this end, RGAND shall Receive Goods by the end of the second (2nd) Normal Business Day after the day such Goods are accepted by RGAND; for instance, Goods delivered to RGAND on a Monday would be Received by the end of the Wednesday of that same week. For the purpose of this section, RGAND’s permitted window shall not begin until such time that Goods are in the possession of RGAND and PRODUCER has submitted a correct ASN for such Goods. Additionally, such permitted window shall be extended to the extent that the Goods must be barcoded, repackaged, or otherwise modified, including but not limited to instances where SKU weights, dimensions, and pictures must be added to the System. The fees and rates shall apply where PRODUCER requests services under this section. PRODUCER or PRODUCER’s chosen transportation carrier must schedule a Receiving appointment with RGAND pertaining to all deliveries of Goods to RGAND’s facilities at least 24 hours before the delivery date of such Goods.

6) Shipping Discounts

RGAND shall ship all Packages by means of its own Carrier accounts. PRODUCER shall then pay RGAND for shipping services based on the discounts to the RPF Rates as agreed between the PRODUCER and RGAND. All discounts will be determined using the billable weight of the Package; billable weight will be equal to the greater of the actual Package weight or the “dimensional weight” of the Package. PRODUCER may at any time compare the discounted shipping rates billed to PRODUCER against the Published Rates to ensure the accuracy of the costs incurred to ship each Package. PRODUCER shall additionally pay RGAND the Published Rates for all surcharges, accessorial charges, declared value coverage, and any other extra fees charged by Carriers as a result of the Orders. Because the Published Rates and other fees charged by Carriers are subject to change outside of the control of RGAND, discounts to shipping rates are subjects to change at RGAND’s sole discretion, including which Carrier is used by RGAND for shipping services. In the event of a change in shipping rate discounts, RGAND shall notify PRODUCER pursuant to the section of this Agreement titled “Notice” thirty (30) days prior to implementing any change to shipping and service discounts.

7) Customer Service – 3 Hour Response

RGAND desires to provide PRODUCER with exceptional customer service and recognizes that PRODUCER’s own customer service and reputation can only be as good as that afforded by RGAND. To this end, within three (3) hours of receipt of an inquiry or directive submitted by PRODUCER, RGAND shall evaluate and respond to such inquiry or directive to acknowledge receipt of such inquiry or directive and to communicate the action being taken as a result. All such PRODUCER inquiries or directives must be submitted by e-mail to supportfulfillment@rgand.com. Actual resolution of a PRODUCER inquiry or directive may take longer than three (3) hours due to factors outside the control of RGAND. For the purpose of this section, only the time between 8:00 AM ET and 5:00 PM ET on Normal Business Days shall be counted.

8) System Reliability

RGAND desires to provide Fulfillment Services with uninterrupted reliability. To this end, RGAND shall maintain its status as a multi-redundancy, failure-resistant operation by at all times maintaining at the Facilities at least one backup source of internet access and a generator for the production of electrical power.

9) Secured Storage

RGAND desires to provide PRODUCER with peace of mind and confidence that the Goods are at all times safe and secure. To this end, RGAND shall maintain at the Facilities a third-party security system with remote, live-camera monitoring at all times during which such security system is armed.

10) Secured Records

RGAND desires to preserve PRODUCER Records in a highly secure, reliable environment. To this end, the System is maintained on a server located in a data center that guarantees to be SSAE-16 audited and PCI certified. PRODUCER shall be permitted access to PRODUCER Records via an SSL-secured, password-protected website and web-based Application Programming Interface (API) prior to the termination of this Agreement. While RGAND will strive to minimize interruptions, PRODUCER access is subject to unexpected outages and scheduled maintenance at the data center.

11) Overboxing/Overpacking

RGAND desires to accommodate PRODUCER’s requests for Goods to be specially protected by over-packing for shipment. To this end, where PRODUCER submits an Order with the election of over-packing service, RGAND shall place the subject Goods inside a cardboard box or other container for increased security and protection during shipment. PRODUCER may elect to have all items of a given SKU automatically over-packed or may selectively choose to have specific Orders over-packed. Where the services described in this section are rendered, PRODUCER shall pay the fees and rates.

12) Packaging Quality

RGAND has developed dozens of systems and processes to ensure that all Packages and Pallets are expertly prepared for shipment. RGAND will strive to ensure that the Goods reach PRODUCER’s desired destination in good condition. Such efforts may include carefully securing the Goods with infill packing material, reinforcing box seams with tape, over-packing certain Goods, and similar techniques. In an effort to improve its practices, RGAND may, at its sole discretion, change, upgrade, and otherwise substitute the methods and materials used to prepare Packages and Pallets for shipment.

13) Palletized Orders

RGAND desires to accommodate PRODUCER’s need for the occasional shipment of palletized Goods. To this end, upon written request by PRODUCER, RGAND shall assemble specified Orders for shipment on Pallets by means of a third-party freight Carrier. Where the services described in this section are rendered, PRODUCER shall pay the applicable service items and fees and rates.

14) Packing Lists

RGAND desires to perform the Fulfillment Services accurately and efficiently. To this end, Packing Lists may be included in some, all, or none of the Packages, at the sole discretion of RGAND. RGAND reserves the right to change the design, size, template, and material of the Packing Lists, at its sole discretion.

15) Customizable Packing Lists

RGAND desires to promote PRODUCER’s brand to the extent possible. To this end, where Packing Lists are provided by RGAND, PRODUCER may customize such Packing Lists by providing RGAND with the information to populate the Packing List template. Such customizable fields may include those for PRODUCER’s logo, name, website address, customer service e-mail address, order number, and more. RGAND reserves the right to limit such customizations, at its sole discretion.

16) Shipping Labels for Orders

RGAND shall provide and apply Shipping Labels for each Order, including to all Packages and Pallets as required by Carriers, at no additional cost to PRODUCER. RGAND reserves the right to change the design, size, template, and material of the Shipping Labels, at its sole discretion.

17)Customizable Shipping Labels

RGAND desires to promote PRODUCER’s brand to the extent possible. To this end, PRODUCER may customize Shipping Labels by providing RGAND with the information to populate RGAND’s Shipping Label template. Such customizable fields are limited to those allowed by Carriers and may include those for PRODUCER’s name, phone number, and more. RGAND reserves the right to limit such customizations, at its sole discretion.

18) Order Modification or Cancellation

RGAND desires to accommodate PRODUCER’s needs to occasionally modify or cancel Orders. To this end, PRODUCER may request to modify or cancel an Order at any time prior to the time the Shipment(s) have been loaded into a Carrier trailer or vehicle. PRODUCER may modify or cancel an Order in the System that has an order status of “New” at no charge to PRODUCER; PRODUCER may request an Order with any other order status to be modified or cancelled by sending an e-mail request to supportfulfillment@rgand.com. Where the services described in this section are rendered, PRODUCER shall pay the applicable service items and fees and rates.

19) Return Policy

RGAND shall receive and process Returns on behalf of PRODUCER by the end of the second (2nd) Normal Business Day after the day such Returns are received by RGAND; for instance, Returns delivered to RGAND on a Monday would be received and processed by the end of the Wednesday of that same week. Such processing shall include opening each Return, taking a digital picture of the contents, sending said digital picture to PRODUCER, and checking Goods back into inventory were requested by PRODUCER. Where the services described in this section are rendered, PRODUCER shall pay the applicable service items and fees and rates.

This Product Return Policy (“Product Return Policy”) is for all Rgand products (“Product” or “Products”) distributed in the United States by Rgand Inc. (“Rgand”) that were purchased from Rgand directly, as listed at Rgand.com (“Customer” or “BUYERS”).

Upon receipt of your shipment

Count and inspect all merchandise. Compare all cartons to the detailed Packing List and Bill of Lading accompanying the shipment. Sign and date the Bill of Lading noting any discrepancies.

You must notify Rgand Customer Support:

Within 48 hours of delivery of any discrepancies on the total count (over and/or short), including specific items/counts that may be discrepant, including damages (if any).

Within 48 hours of delivery of specific item discrepancies (items not ordered, items not received, damaged items) if not included in the original report.

If these discrepancies are not reported within 48 hours a credit will not be issued.

If you receive merchandise not ordered, you will have the option to purchase or return to RSF Center.

If you did not receive merchandise that was ordered, we will make arrangements to re-ship the missing merchandise or issue a credit if an invoice was generated.

If you receive merchandise that is damaged, note the information on the Bill of Lading, describe the damage to us, and take pictures if possible.  We will issue you a credit and instructions for the disposition of the merchandise.

Returns Process:

• All returns require pre-authorization from Rgand Marketplace.
• All Merchandise must be unused, returned in its original carton/original condition with no missing parts, as shipped.  No partial cases will be accepted.
• Merchandise returned due to incorrect item ordered, excess quantity ordered or item no longer required is subject to a 15% restocking fee.
• Any return of this kind over thirty (30) days will be subject to an additional 10% fee, and no returns will be accepted for any reason after ninety (90) days of receipt.
• Merchandise received in error or defective will not be charged for returned freight or for restocking fees.
• Goods are eligible for return and replacement or credit (or, in certain circumstances, replacement only) from BUYERS where the Product satisfies the requirements in any one of sub-sections below.

A. Damaged Products

Product shipped directly from Rgand that is damaged in transit from Rgand shall be processed exclusively by Rgand. Such damaged Product shall be immediately reported to Rgand Trade Operations ( company@Rgand.com ).

B. Product Return exemptions and not eligible for returns

• No fresh or frozen produce and products, including vegetables, fruits, diary, meat and fish, are allowed to be returned, unless there is a documented error in delivered products size, volume, SKU units quantity, expiration date as compared to Rgand website product description.
• Product that Rgand has previously designated as “nonreturnable” by contract or notice to Customer outside of the Product Return Policy.
• Product that is otherwise adulterated, misbranded, or counterfeit, as determined by Rgand in its sole discretion.
• Product that has been repackaged.
• Product shipped as a no cost item (e.g., PRODUCER sample, Product replaced through separate Rgand Product replacement program, etc.).
• Product Ordered in Error

C. Products Returned at Direction of Rgand

Product that Rgand, in its sole discretion, has specified to be returned.

D. Product Spoilage

Product that is spoiled and unable to be used by the BUYER if spoilage was due to one of the following events:

1) Product was mishandled, dropped, or broken by the shipping carrier;

2) Product was inappropriately stored or refrigerated, or was frozen by the shipping carrier;

Additional conditions for replacement of spoiled Product:

• Product shall be eligible for replacement only (no credit will be issued).
• Spoilage applies only to shipped and delivered Products.
• Product Samples are not eligible for spoilage replacement.
• Replacement is not available if Product Unit was partially used.
• Rgand can ship replacement Product only to registered BUYERS.
• All spoilage replacement requests are subject to Rgand review.
• If already billed or submitted to insurance, or a co-pay or co-insurance payment was received, replacement is not available.

E. Return Shipments

Rgand requires the following detail from all BUYERS that purchased Rgand Product and are returning the Product pursuant to the Product Return Policy:

BUYER Details: Name, Address, City, State, Zip Code, EIN number (If Applicable)

Product Order Details: Product Order Number, Product Order Date, Product Order Amount

Product Details: Product Description, Quantity – Full or Partials, SKU number, RIN Barcode, Lot Number, Expiration Date

Credit for eligible returns will be issued per Rgand terms noted herein unless state and local law requires otherwise.

Products that do not meet the criteria set forth in this Product Return Policy for return and credit may be sent to Rgand for disposal and destruction.

The piece count to determine credit will be performed by Rgand and will be considered final. The shipping address for returned merchandise will be listed on the Return Label issued by Rgand upon return approval.

All return goods must be sent to Rgand with the issued box label applied, along with a copy of the product order.

For BUYERS returning through other third-party, Rgand will not issue credit if the third party does not provide the required information noted above.

Returns from third party processors acting on behalf of BUYERS will be accepted provided that the third-party processor complies with all aspects of this Product Return Policy. Rgand is not responsible for fees incurred by third party processor.

20) Declared Value Coverage

RGAND desires to assist PRODUCER in recovering losses incurred as a result of Carriers. To this end, where PRODUCER has insurance or declared value coverage afforded by Carriers by default or where PRODUCER elects to purchase the same, RGAND shall assist PRODUCER in making claims against Carriers by submitting to Carriers, at the written request of PRODUCER, information provided by PRODUCER for such purpose. Where any claim payments are made payable to RGAND and received by RGAND, RGAND shall promptly deposit such payments in its own account and credit PRODUCER’s account with RGAND by the same amount.

21) Document Management

RGAND shall retain the originals or digital copies of all documents received with Goods or received on behalf of PRODUCER. Such documents include bills of lading, packing lists, and invoices. RGAND may, at its sole discretion, destroy or delete such documents after ninety (90) days from the time such documents were received. Upon written request by PRODUCER, RGAND shall provide original or digital copies of such documents to PRODUCER where such documents have not already been destroyed or deleted. Where the services described in this section are rendered, PRODUCER shall pay the applicable service items and fees and rates.

22) Kitting Services/Special Projects

RGAND desires to accommodate PRODUCER’s requests for Kitting Services or Special Projects. To this end, RGAND shall generally be available to perform Kitting Services or Special Projects were requested in writing by PRODUCER. RGAND may, at its sole discretion, decline to provide requested Kitting Services or Special Projects. Where the services described in this section are rendered, PRODUCER shall pay the applicable service items and fees and rates described.

23) Service Items & Fees

PRODUCER shall pay RGAND for the service items at the fees and rates. Because these service items and underlying fees and rates charged by RGAND are affected by costs outside the control of RGAND, they are subject to change at RGAND’s sole discretion. In the event of a change to the rates and fees, RGAND shall notify PRODUCER pursuant to the section of this Agreement titled “Notice” thirty (30) days prior to implementing any change.

24) Ownership of Goods

The Parties expressly agree that RGAND does not own the Goods and that RGAND is merely storing and safekeeping the Goods for PRODUCER, except as described in the section of this Agreement titled “Security Interest and Default”. Even though PRODUCER does not own the Goods, PRODUCER agrees to accept responsibility for all obligations regarding the Goods outlined by this Agreement.

25) Taxes

PRODUCER is solely responsible for the collection, payment, and remittance of all taxes arising from the ownership, possession, and sale of the Goods. If PRODUCER breaches this section of the Agreement then RGAND may stop providing Fulfillment Services at its sole discretion, and PRODUCER will indemnify and hold harmless RGAND for any resulting damages, fines, penalties, judgments, taxes, liens, costs, expenses (including reasonable attorney’s fees), or interest, and PRODUCER will also reimburse RGAND for it’s reasonable attorney’s fees incurred in obtaining and verifying compliance with such local, state, federal, and international laws and regulations regarding the proper taxation of PRODUCER’s Goods.

26) Compliance

RGAND desires to perform the Fulfillment Services in compliance with all local, state, federal, and international laws and regulations. To this end, PRODUCER hereby represents, warrants, and agrees that it will comply with all applicable laws, including but not limited to laws related to: PRODUCER’s relationship with RGAND, PRODUCER’s Goods, and PRODUCER’s shipment of Goods to PRODUCER’s customers. To the extent PRODUCER’s Goods are subject to local, state, federal, and/or international laws and regulations pertaining to the storage, handling, packing, and/or shipping of the Goods, then prior to submitting the Goods to the care of RGAND, PRODUCER shall inform RGAND of all such local, state, federal, and international laws and regulations. Further, PRODUCER shall immediately inform RGAND in writing of any changes or additions to such local, state, federal, and international laws and regulations. Additionally, PRODUCER shall provide RGAND with the following information for PRODUCER’s Goods, as applicable: Material Safety Data Sheets; and appropriate UN Number(s) and Proper Shipping Name(s). PRODUCER further agrees that its compliance obligations and its duty to provide the above information to RGAND survives for the duration of PRODUCER’s Agreement with RGAND, beyond the initial onboarding stage. If PRODUCER breaches this section of the Agreement then RGAND may stop providing Fulfillment Services at its sole discretion, and PRODUCER will indemnify and hold harmless RGAND for any resulting damages, fines, penalties, judgments, taxes, liens, costs, expenses (including reasonable attorney’s fees), or interest, and PRODUCER will also reimburse RGAND for it’s reasonable attorney’s fees incurred in obtaining and verifying compliance with such local, state, federal, and international laws and regulations to which RGAND must comply with respect to the Goods.

27) Condition of Goods

RGAND shall not be responsible for damage to Goods where Goods were received with observable damage to the Goods or to the packaging in which the Goods were received. Such “observable damage” includes but is not limited to tears, dents, scratches, moisture, holes, compressions, indications that the Goods were dropped, and similar evidence of potential abuse.

28) Insurance

PRODUCER shall be solely responsible for insuring the Goods against all manner of losses to include but not limited to losses incurred as a result of fire, flood, theft, acts of God, government confiscation, and manufacturer recall. RGAND is under no obligation whatsoever to insure the Goods against any form of loss whatsoever.

29) Abandonment

In the event that PRODUCER abandons the Goods, RGAND shall have the right to sell or discard the Goods in its possession and to keep any proceeds from such sales up to any amount owed by PRODUCER to RGAND plus thirty percent (30%) of any amount owed by PRODUCER to RGAND. Any remaining proceeds shall be promptly returned to PRODUCER upon final resolution of PRODUCER’s abandonment of the Goods. For the purpose of this section, PRODUCER shall be deemed to have abandoned its Goods if PRODUCER fails to cure PRODUCER’s breach of any provision of this Agreement within thirty (30) days of such breach, unless a shorter time is specified in this Agreement.

30) Invoicing for Fulfillment Services

RGAND desires to invoice PRODUCER fairly, accurately, and on a timely basis for Fulfillment Services. To this end, within ten (10) Normal Business Days after the close of each calendar month, RGAND shall provide PRODUCER with an invoice(s) that provides sufficient detail concerning all charges for Fulfillment Services for which PRODUCER is responsible for the preceding calendar month. Payment is due from PRODUCER within five (5) days after the day on which RGAND provided PRODUCER with the invoice(s).

31) Invoicing for Shipping

RGAND desires to invoice PRODUCER fairly, accurately, and on a timely basis for shipping. To this end, by Friday each week, RGAND shall provide PRODUCER with an invoice(s) that provides sufficient detail concerning all shipping charges for which PRODUCER is responsible and which were billed to RGAND by Carriers during the previous week. Payment is due from PRODUCER within three (3) Normal Business Days after the day on which RGAND provided PRODUCER with the invoice(s).

32) Payment

RGAND desires to minimize the time PRODUCER spends processing payments to RGAND and RGAND desires to be paid promptly by all of its clients. To this end, PRODUCER shall: (1) provide RGAND with the routing number and account number for a bank account in which sufficient funds in US Dollars shall be made available to pay in full all invoices issued by RGAND to PRODUCER; or (2) use a credit card or PayPal funds to pay RGAND via a PayPal link provided by RGAND. PRODUCER shall transfer to RGAND (or alternatively authorize RGAND to withdraw from PRODUCER’s bank account or charge PRODUCER’s credit card) the full amount owing for any invoice created under the section of this Agreement titled “Invoicing for Fulfillment Services” on the fifth (5th) day after the issuance of such invoice and the full amount owing for an invoice created under the section of this Agreement titled “Invoicing for Shipping”, on the third (3rd) Normal Business Day after issuance of such invoice by RGAND. Should the method of payment chosen by PRODUCER result in transfer fees or charges of any kind (including processing fees or charges) to PRODUCER or to RGAND, PRODUCER shall pay such transfer fees or charges directly or reimburse RGAND for such fees or charges.

33) Waiver

The waiver by either Party of a breach by the other of any provision of the Agreement and its accompanying Exhibits shall in no way be construed as a waiver of any succeeding breach or a waiver of the provision itself. No waiver of any provision of the Agreement and its accompanying Exhibits, whether by conduct or otherwise, in any one or more instance, shall constitute a waiver of any other provision, nor shall such waiver constitute a continuing waiver, and no waiver shall be binding unless executed in writing.

34) Invalidity

In the event that any provision in this Agreement is held to be unenforceable, the remaining provisions of this Agreement shall be deemed to be unaffected and fully enforceable, and the unenforceable provision shall be construed so as to be enforceable in accordance with the intent of the parties as expressed in this Agreement.

35) Non-Exclusivity

This Agreement and its accompanying Exhibits are expressly non-exclusive as to the Parties. RGAND may, at its sole discretion and without notice to PRODUCER, provide Fulfillment Services to other clients. PRODUCER may, at its sole discretion and without notice to RGAND, retain another fulfillment services provider.

36) Time Reference

Any references to dates or times in the Agreement and its accompanying Exhibits shall mean such date and time in the Eastern Time zone.

37) Deemed Authorship

If any provision of the Agreement and its accompanying Exhibits is declared by a court of competent jurisdiction to be invalid, void, or unenforceable, both RGAND and PRODUCER shall be considered to have been its author and the remainder of the Agreement and its accompanying Exhibits shall continue in full force and effect.

38) Limitation of Liability

RGAND shall not be liable to PRODUCER for RGAND’s failure to perform its obligations or any guarantees described in this Agreement, or for damage to or loss of PRODUCER’s Goods, where any of the foregoing are due to: inclement weather, acts of God (including but not limited to fire, flood, earthquake, storm, hurricane, or other natural disaster), acts of government authority (including but not limited to any form of confiscation, injunction, cease and desist order, or other interference, whether or not directed at RGAND or another party), war, invasion, acts of foreign enemies, hostilities (regardless of whether war is declared), revolution, military or usurped power or confiscation, terrorist activities, cyber-terrorism, hacking, theft, arson, nationalization, blockage, embargo, labor dispute, strike, lockout, interruption or failure of utilities, Goods that are incorrectly labeled prior to being Received by RGAND, or any other cause beyond the control of RGAND (collectively “Uncontrollable Events”). On days where the volume of Orders submitted exceeds 125% of the average daily Order volume for the trailing thirty (30) Normal Business Days, RGAND shall not be liable to PRODUCER for its failure to perform under the sections of this Agreement titled “On-Time Fulfillment – 100% Guarantee” and “Customer Service – 3 Hour Response” for any Orders which cause the Orders submitted for the day in question to exceed 125%. To be eligible for the On-Time Fulfillment Guarantee Penalty, (i) PRODUCER must use the System API and upload Orders at least once per hour, 24 hours a day, 365 days a year, and (ii) the Goods associated with the relevant Order(s) must have been Received by RGAND at least 24 hours before the relevant Order(s) were submitted to the System API. Regardless of the cause of PRODUCER’s loss, RGAND shall not be liable to PRODUCER for any incidental, special, punitive, or consequential damages or expenses of any kind, including but not limited to lost profits, damage to business reputation, or loss of anticipated sales. Where any claims against RGAND do not arise from an Uncontrollable Event, and arise under “guarantees” described in this Agreement, those claims must be made within thirty (30) days of the day such claims arise. Such claims shall be limited to cumulatively not more than one thousand dollars ($1,000) per Normal Business Day; provided however that where a claim does not arise from an Uncontrollable Event, the one thousand-dollar ($1,000) limitation does not apply to claims for lost or damaged Goods as described in the section of this Agreement titled “Inventory Safety and Accuracy – 100% Guarantee”. Only one claim may be made for each event, occurrence, or mistake that gives rise to a claim. Payment of claims against RGAND that arise from “guarantees” described in this Agreement shall be deemed liquidated damages for any and all losses, current claims, or future claims arising from the event, occurrence, or mistake that gives rise to such claim. In no event will RGAND’s lifetime liability, regardless of legal theory or culpability, exceed for all claims, losses, damages, judgments, awards, settlements, expenses, and costs (including but not limited to attorney’s fees, and including indemnification and reimbursement obligations, if any), an amount equal to the total amount of all charges for Fulfillment Services (and expressly excluding shipping charges for which PRODUCER is responsible and which were billed to RGAND by Carriers) paid by PRODUCER to RGAND in the previous six (6) calendar months. In the event any portion of this Agreement or its Exhibits or amendments conflict with this language regarding the limits of RGAND’s liability, this language regarding the limits of RGAND’s liability will control.

39) Entire Agreement

The Agreement and its accompanying Exhibits constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, arrangements, negotiations, or understandings between the parties relating to the subject matter hereof or the relationship between PRODUCER and RGAND (collectively “Prior Agreements”), regardless of whether Prior Agreements were reduced to writing, and regardless of whether Prior Agreements reduced to writing state that they will govern the relationship between PRODUCER and RGAND in the future regardless of whether any future contracts are executed between the parties. There are no other understandings, statements, warranties, representations, or promises, oral or otherwise, contrary to the terms of the Agreement and its accompanying Exhibits.

40) Conflict of Terms

Where there is a conflict of terms between this Agreement and any of its Exhibits, addenda, or other documents, the terms of this Agreement shall control except where (i) such other document is executed subsequent to this Agreement, is signed by both Parties, and expressly states that such other terms control over or amend this Agreement, and it is expressly agreed by the Parties that a document amending the terms of this Agreement may be in the form of an e-mail chain between the Parties which manifests the new terms and the acceptance by both Parties of the new terms; or (ii) such conflict arises in a situation where RGAND is given the authority to modify the terms of this Agreement at its sole discretion or otherwise alter the terms of this Agreement at its sole discretion, in which case the decision of RGAND, as communicated to PRODUCER according to the section of this Agreement titled “Notice”, will control. Any document or e-mail amending this Agreement pursuant to subsection (i) of this Section must be assented to by PRODUCER’s Authorized Representative and RGAND’s President, VP of PRODUCER Relations, or Counsel.

41) Survival

The terms in the sections of this Agreement titled “Ownership of Goods”, “Taxes”, “Compliance”, “Authorized Representative”, “Abandonment”, “Limitation of Liability”, “Choice of Law”, “Jurisdiction and Venue”, “Confidentiality”, “Security Interest and Default”, “Indemnification”, “Post-Termination Procedures”, and “Notice” shall survive indefinitely after the termination of this Agreement.

42) Headings

The headings used in the Agreement and its accompanying Exhibits are for convenience of reference only and shall not modify, define, or limit any of the provisions thereof.

43) Relationships with Carriers

RGAND is solely responsible for its relationships and accounts with Carriers. PRODUCER shall never represent to a Carrier that PRODUCER represents RGAND or that services provided to PRODUCER by a Carrier should be charged to RGAND’s account with a Carrier. Any refunds or claims paid by a Carrier to RGAND shall remain the property of RGAND, except for those amounts to be subsequently paid to PRODUCER as described in the section of this Agreement titled “Declared Value Coverage”.

44) Food Products

To the extent PRODUCER’s Goods are Food Products, defined as human food, animal food, drinks, or dietary supplements, then PRODUCER shall properly prepare, package, seal, and label all of their Food Products. Packaging must keep food from contamination, spoiling, melting, and damage. If RGAND receives any Food Products which violate these requirements, then RGAND will immediately refuse the Goods and return them to the freight carrier, or alternatively, RGAND will quarantine the Goods in sealed bins at our Facilities and subsequently dispose of them or return them to the PRODUCER, in RGAND’s sole discretion. PRODUCER’S Food Products must have adequate shelf life and stability, they must be labeled with expiration dates or use-by dates, and PRODUCER must upload said dates to the System.

45) Choice of Law

The Agreement and its accompanying Exhibits shall be construed under the laws and the case history of the State of Florida. Should the laws of any other nation, state, intergovernmental organization, or treaty apply, and conflict with Florida law, it is agreed that Florida law will control.

46) Assignment

Neither Party to the Agreement and its accompanying Exhibits may assign, transfer, or sell its rights or obligations under the Agreement and its accompanying Exhibits at any time without the prior written consent of the other Party; any assignment, transfer, or sale made without the prior written consent of the other Party shall be void and have no effect on this Agreement and its accompanying Exhibits.

47) Jurisdiction and Venue

Any legal actions arising from the Agreement and its accompanying Exhibits must be filed within a court located in Broward County, Florida. Any legal action filed within any other jurisdiction shall be immediately removed to a court within Broward County, Florida and the Party that initially filed the legal action outside Broward County, Florida shall reimburse the other Party and its owners, agents, officers, and employees for any costs they may each incur in defending against the legal action or effecting its removal until such time that the legal action is properly filed within a court located in Broward County, Florida. If any legal action, including an action for declaratory relief, is brought to enforce or interpret the provisions of the Agreement and its accompanying Exhibits, the prevailing Party by entry of a judgment in its favor conclusively resolving the legal action will be entitled to reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that Party may be entitled.

48) Exhibits and Additional Terms

All exhibits referenced within this Agreement are hereby incorporated into this Agreement and shall be considered as part of this Agreement.

49) Confidentiality

RGAND takes all clients’ privacy very seriously. Without first obtaining the express written permission of PRODUCER, RGAND shall never discuss, publish, disseminate, release, share, or otherwise disclose to any third party any Confidential Information about PRODUCER, except information necessary to calculate and validate commissions paid to affiliated or third-party sales entities. As a result of this Agreement, PRODUCER will be provided with Confidential Information about RGAND to include information PRODUCER may observe while touring RGAND’s high-security Facilities. Without first obtaining the express written permission of RGAND, PRODUCER shall never discuss, publish, disseminate, release, share, or otherwise disclose to anyone other than PRODUCER’s own management team any Confidential Information about RGAND or other clients of RGAND, to include but not be limited to the kinds or types of goods that RGAND stores at the Facilities. Notwithstanding the above, RGAND may discuss, disseminate, release, share, or otherwise disclose Confidential Information about PRODUCER, without PRODUCER’s express written permission, so long as the third-party receipt of such Confidential Information is necessary to allow RGAND to perform and/or optimize the Fulfillment Services, and such third party is also under an obligation to maintain the confidentiality of information provided to such third party by RGAND.

50) Indemnification

PRODUCER shall indemnify, hold harmless, release, and pay to defend RGAND, and its respective owners, officers, employees, agents, and affiliated entities, from and against (but not limited to) any and all threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigatory, and any resulting damages, fines, penalties, judgments, taxes, liens, costs, expenses (including reasonable attorney’s fees), or interest (collectively “Damages”), arising from or related to PRODUCER’s breach of this Agreement, RGAND’s actions or failure to act based upon on the instructions of an Authorized Representative, or arising from or related to the PRODUCER’s Goods, unless such Damages arose solely from the gross negligence or intentional misconduct of RGAND.

51) Payment Default

To be clear, PRODUCER’s failure to pay any amount owing under this Agreement by such time that such payment is due will constitute PRODUCER’s immediate breach of this Agreement and its accompanying Exhibits and will allow RGAND to stop providing Fulfillment Services at its sole discretion, terminate this Agreement immediately without the necessity of providing a thirty (30) day notice, and to exercise its remedies under the section of this Agreement titled “Security Interest and Default”.

52) 30-Day Termination

Either Party may terminate the Agreement with or without cause by providing the other Party with written notice of termination. This Agreement shall thereafter be deemed to have terminated at 11:59 PM on the thirtieth (30th) calendar day after the day such notice of termination was given at which time no further Orders may be submitted by PRODUCER and RGAND will not be required to provide further Fulfillment Services.

53) Post-Termination Procedures

Upon termination of this Agreement RGAND shall, within five (5) Normal Business Days of such termination, provide PRODUCER with a final invoice for all amounts owing under this Agreement plus the amount RGAND estimates will be charged to place any remaining Goods on Pallets and to ship the same to PRODUCER; PRODUCER shall pay such final invoice within three (3) Normal Business Days of receiving the same. Within three (3) Normal Business Days of receiving full payment for the final invoice, RGAND shall commence preparing up to twenty (20) pallets of Goods per Normal Business Day for shipment to PRODUCER. PRODUCER shall then arrange for a freight trucking company to retrieve such Goods within three (3) days of such time the Goods are made available for shipment.

54) Non-Solicitation of Producers

The Parties agree that during the term of this Agreement and for a period of two (2) years after the termination of this Agreement, PRODUCER may not, without the prior written consent of RGAND, knowingly solicit any of RGAND’s Partners to retain them as a partner or affiliate of the PRODUCER. Provided, however, that this section shall not prohibit PRODUCER from engaging in its standard marketing and advertising practices, which are not explicitly aimed, or reaching, or soliciting engagement with RGAND’s Partners; nor shall it prevent PRODUCER from retaining others as a partner if PRODUCER initiates contact with them after the expiration of this Agreement.

 End of Fulfillment Services and Storage Agreement for PRODUCERS

 

BUYER Purchases

If you wish to purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

The service may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected

Payment Methods and Definitions

Accepted Credit Cards (Preferred Method)

All orders must be placed online through our checkout process. We accept all major credit cards, including Master Card, Visa, American Express, and Discover. Only a single credit card may be used to process the order.

Payment Processing

We may use a third-party payment processor (the “Payment Processor”) to bill you through a payment account, such as your bank account or debit or credit card, linked to your account on the Services (your “Billing Account”). The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for error by the Payment Processor. By choosing to use for-fee Services or purchase products, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Services or purchase of such products in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method.

Security

Rgand does not handle “Card Data” (defined as a cardholder’s account number, expiration date and CVV2) as we do NOT receive or store cardholder data. We provide a checkout page which sends “Card Data” to Rgand’s payment processors directly at time of checkout processing. Rgand then receives a token which represents the Card Data but does not contain the Primary Account Number. We use this token to perform charge processing, and never receive, store, or use Card Data to perform processing.

Stripe Payments

We accept payment via Stripe on our website as an additional payment option. A major credit card is still required to complete the transaction, as we do not accept gift cards, store cards, or account credits associated with your Stripe accounts. Additional information about Stripe policies and payment processing can be found at:

• Stripe, Inc.; https://stripe.com/us/legal

Purchase Orders

We are unable to accept Purchase Orders as a form of payment since we update our pricing in real time and do not rely on quoted prices. All orders must be placed online and paid for in full at the time of purchase.

Charges and Authorizations

Your card will be charged in full once the first item(s) on your order ship. When you place an order on our website, an authorization is placed on your bank account for the amount of your order. An authorization is a communication from your bank to our payment system, letting us know your card is valid, and the required funds are available. These authorizations may show as “pending” on your bank statement until the funds are captured. Once the card is charged for the order, the authorization will drop off from your bank statement, typically within 1-2 business days.

Credit and debit card providers differ in how long they will hold an authorization for a pending transaction. If your order has an extended lead time, a member of our Payments team may reach out requesting to charge the card in advance to avoid losing the authorization. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due upon demand. Authorizations and/or pending transactions will hold these funds on your bank account, which can result in overdraft fees. Rgand assumes no liability for fees in the event of such an overdraft.

Currency

All pricing is listed in the US Dollars ($) on the website.

Recurring Billing

Some of the for-fee Services and product purchases may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT PAGE.

Auto-Renewal for Subscription Services

Unless you opt out of auto-renewal, which can be done through your account settings, any subscription services or purchases you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your subscription services at any time, go to account settings. If you terminate a subscription service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

PRODUCER Payments for Rgand Fees

1.     The annual Rgand Platform fee for the PRODUCER is set at two thousand three hundred eighty-eight US dollars (2,388 US dollars) and can be updated by Rgand.

2.     The Rgand sales fee for any orders placed on the Rgand website is set at fifteen percent (15%) of the purchase amount.

3.     Rgand requires a one-time deposit in the amount of five hundred US dollars ($500 USD) when you activate your account to cover any shipping or delivery costs. The full deposit amount is returned after closing or deactivating the PRODUCER’s account and the full settlement of outstanding accounts for Rgand Prime Fulfillment (RPF) services.

4.     Rgand provides to the PRODUCER the RPF services associated with the goods of the PRODUCER, in accordance with the RPF Payment Schedule described below and RPF fees are deducted from the credit card on the account of the PRODUCER.

5.     Any returns of PRODUCER goods must be processed and processed by Rgand in accordance with the applicable Rgand return policy; and any individual settings or additional services requested by the PRODUCER must be performed at an additional cost, agreed in writing by the parties.

6.     The PRODUCER is fully responsible for all reviews related to his goods. In the event that the PRODUCER’s goods may be recalled, or the PRODUCER withdraws any of its goods on its own initiative, Rgand must assist the PRODUCER, as mutually agreed in writing between the parties, including the cost of providing such recall services.

Contests, Sweepstakes and Promotions

Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through the Service may be governed by rules that are separate from these Terms Conditions. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms and Conditions, the Promotion rules will apply.

Content

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.

By posting Content on or through the Service, you represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.

You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third-party posts on or through the Service. However, by posting Content using the Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms.

Rgand has the right but not the obligation to monitor and edit all Content provided by users.

In addition, Content found on or through this Service are the property of Rgand or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

Links to Other Web Sites

Our Service may contain links to third party web sites or services that are not owned or controlled by Rgand

Rgand has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that Rgand shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third-party web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Modification of account status

(A) Rgand reserves the right to suspend PRODUCER’s account (an “Account”) for the following reasons, including, but not limited to: (i) unpaid Fees; (ii) suspicious activity on or throughout the Account; (iii) using abusive or threatening language; (iv) resolution of a third-party complaint of a violation of this Agreement; or (v) resolution of an unauthorized transaction, BUYER complaint, dispute or accusation.

(B) If PRODUCER does not pay all Fees owed within thirty (30) days’ notice of any unpaid Fees, then Rgand reserves the right, at its sole discretion, to reclassify an Account as an “Abandoned Account”. Additionally, any unpaid Fees that remain unpaid for a period of thirty (30) days will automatically cause an account to be deemed an Abandoned Account. Upon an Account becoming an Abandoned Account, all rights to ownership of PRODUCER’s goods and the account balance will be forfeited by PRODUCER. The goods will become immediately and irrevocably unavailable, and, at Rgand’s sole discretion, liquidation proceedings would begin. PRODUCER agrees to have no rights to the liquidation proceeds. PRODUCER agrees that the goods would be free and clear of liability, and that PRODUCER would assume any liability thereof. PRODUCER will also remain liable for any unpaid Fees and associated penalties above and beyond the liquidation proceeds.

Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may simply discontinue using the Service.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Indemnification

You agree to defend, indemnify and hold harmless Rgand and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Service.

Limitation of Liability

In no event shall Rgand, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

Rgand its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

Payment Terms “as stated”

Unpaid balances beyond stated terms and shortages on advance monies are subject to a finance charge of 1.5 % per month (18% Annual Percentage Rate, APR). Advance monies must be maintained in amounts sufficient to cover transactional needs. Payment within the pre-determined terms is required. PRODUCER will pay all undisputed amounts in accordance with the agreement. All claims for disputed amounts on any invoice must be submitted in writing within three (3) days of PRODUCER’s receipt of the invoice. Rgand reserves the right to discontinue service for non-payment within stated terms. The PRODUCER grants Rgand a security interest in its goods limited to the extent of any outstanding debt owed by the PRODUCER to Rgand.

Bank Fees and Interest

Unless otherwise stated in writing at the time of acceptance of Terms and Conditions, all bank fees, including but not limited to merchant fees, overdraft fees, stop-payment fees, wire transfer fees, and/or certified check fees, are the responsibility of the PRODUCER. Interest income, if any, on all bank accounts maintained in the name of Rgand accrues to Rgand

Advance Monies

Rgand accepts no responsibility for the Federal Trade Commission (FTC) violations for non-compliance with regulations due to a PRODUCER failure to pay in full the advance invoices for shipping, postage and/or rebate checks. Likewise, Rgand will not accept responsibility for adverse FTC or other non-compliances for withholding services in the event a PRODUCER fails to pay in full for Rgand services.

Right to Requote

In the event of additional services, changes in program specifications, or substantial shortfalls in anticipated volume, Rgand reserves the right to re-quote or receive retroactive compensation for the effect of those changes or shortfalls.

Credit Cards and Checks

Rgand accepts no financial responsibility for credit card declines and chargebacks including those related to drop shipped products or merchandise. Rgand does not accept responsibility for defaults on multi-payment credit card orders. Rgand accepts no financial responsibility for PRODUCER directed acceptance of consumer checks by phone.

Materials, Postage and Freight

Postage and freight due on incoming merchandise and/or mail are the responsibility of the PRODUCER. Materials and outgoing Postage/Freight are estimated at current rates, and are subject to change based upon cost and quantities purchased.

Shipping goods for Sale

PRODUCER agrees that all goods shipped to Rgand shall identify PRODUCER on the bill of lading, or other contract of carriage, as the named consignee, in care of Rgand, and shall not identify Rgand as the consignee. If, in violation of this Section, goods are shipped to Rgand as named consignee on the bill of lading or other contract of carriage, PRODUCER agrees to immediately notify carrier in writing, with copy of such notice to Rgand, that Rgand named as consignee is the “in care of party” only and has no beneficial title or interest in the goods. PRODUCER shall be responsible for delivery of goods to the Facility, including all costs, expenses and risk of loss associated with such delivery. Title to all PRODUCER goods shall remain with PRODUCER at all times, even when the goods are stored or warehoused at the Facility.

Insurance

Fire, extended coverage, including all risk coverage insurance on merchandise consigned to a Rgand facility, is the sole responsibility of the PRODUCER. Any and all rights of subrogation against Rgand as a result of such loss are waived. Special insurance needs should be discussed with your Account Executive or Relationship Manager. Unless instructed otherwise, consumer requests will be destroyed ninety (90) days from receipt, while a file of consumer names will be maintained for one (1) year after expiration date of program, and then destroyed.

Notification of goods characteristics and dangerous articles

(A) PRODUCER shall notify Rgand of the characteristics of any of PRODUCER’s goods that may in any way be likely to cause damage to Rgand’s premises or to other goods that may be stored by Rgand at any time.

(B) PRODUCER represents, warrants, and covenants that:

(i) none of the goods covered under this Agreement are misbranded, adulterated, flammable, hazardous or dangerous materials or articles, explosives, or pesticides, as defined under federal, state or local laws, statutes, ordinances, or regulations, including without limitation the Food, Drug and Cosmetic Act, as amended from time to time.

(ii) PRODUCER activities relating to the promotion, sale, and distribution of PRODUCER’s goods shall comply with all applicable laws, rules, regulations and guidelines; 5(iii) PRODUCER will provide, in writing and in sufficient time for review and training by prior to delivery, all safe handling instructions, health and environmental information, safety data sheets (“MSDS”) applicable to PRODUCER’s goods or to any materials PRODUCER; and Rgand and material supplied by (iv) PRODUCER has all necessary authority and right, title and interest in and to any intellectual property related to the goods provided by PRODUCER under this Agreement.

Compliance with import and export laws and regulations

PRODUCER shall comply with all US laws and regulations regarding the entry of PRODUCER goods into the United States and shall be responsible for entering the goods into the United States with US Customs and Border Protection. All costs and responsibilities of importing shall be borne by PRODUCER, and PRODUCER shall be the importer of record and payer of all U.S. import duties, clearance charges, taxes, brokers’ fees, and other amounts payable in connection with the importation and delivery of the goods.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

Governing Law

These Terms shall be governed and construed in accordance with the laws of Florida, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.

Intellectual Property

The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Rgand and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Rgand.

Confidentiality and publicity

(A) Rgand and PRODUCER or BUYER have each developed certain confidential and proprietary information (“Confidential Information”) including, but not limited to, financial statements, financing documents, trade secrets, new products, copyrights, computer software, documentation, specifications, systems, hardware, concepts, designs, configurations, schedules, costs, performance features, techniques, copyrighted matter, patentable and patented inventions, plans, methods, drawings, data, tables, calculations, documents or other paperwork, computer program narratives, flow charts, source and object codes, business and marketing plans, dealings, arrangements, objectives, locations and PRODUCER/BUYER information. For purposes of this Agreement, Rgand’s Confidential Information shall also be deemed to include, without limitation, the confidential and proprietary information of any its Affiliates. For purposes of this Agreement, a party disclosing the Confidential Information is the “Disclosing Party” and a party receiving the Confidential Information is the “Receiving Party”.

(B) Information shall be deemed Confidential Information and shall be subject to the terms of this Agreement if: (i) the Receiving Party is notified that the information is confidential or proprietary prior to, or at the time of, its disclosure; or (ii) information in a tangible form is labeled as confidential or proprietary prior to its disclosure; or where labeling of the particular item of Confidential Information is not practicable, then such information is clearly and specifically identified in a contemporaneous writing provided by the Disclosing Party to the Receiving Party; or (iii) the Receiving Party knows that such information is confidential or proprietary or would be reasonably expected to understand the confidential or proprietary nature of such information.

(C) Confidential Information disclosed hereunder shall at all times remain, as between the parties, the property of the Disclosing Party. No license under any trade secrets, copyrights, or other rights is granted by this Agreement or any disclosure of Confidential Information hereunder.

(D) The parties acknowledge that in order to maintain a business relationship each party may be required to disseminate another party’s Confidential Information to some of its employees. Access to Confidential Information shall be restricted to those of the Receiving Party’s personnel who reasonably need-to-know or need-to-have access to the Confidential Information. In addition, each party undertakes to cause its employees, to whom such Confidential Information is transmitted, to affirmatively acknowledge, or to be bound to, the same obligation of secrecy and confidentiality to which the parties are bound under this Agreement. Notwithstanding any provision to the contrary, the parties further acknowledge that each party may disseminate another party’s Confidential Information to any of such party’s respective Affiliates.

(E) The obligations of this Agreement shall not apply or shall terminate with respect to any particular portion of a party’s Confidential Information if (i) a Receiving Party can show that the Confidential Information received from another is, or has become, generally available to the public through no violation of the terms of this Agreement; (ii) a Receiving Party, at any time, lawfully obtains such Confidential Information in writing from a third party under circumstances permitting its disclosure; (iii) such Confidential Information is disclosed with the prior express written consent of the Disclosing Party, provided that any disclosure complies in all respects with the terms of such written consent; (iv) such Confidential Information is disclosed pursuant to the lawful requirement of a governmental agency or required by operation of law; provided that the Receiving Party shall promptly notify the Disclosing Party of such demand and tender to the Disclosing Party the defense of such demand; or (v) the Receiving Party has independently developed such Confidential Information prior to, or during the course of, this Agreement without reference to, use of, or knowledge of the Disclosing Party’s Confidential Information.

(F) In addition to, and not in lieu of, the rights afforded under this Agreement, the parties agree that in the event of any violation, or threatened violation, of this Agreement, the injured party shall be authorized and entitled to seek, from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising from such violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies at law or in equity to which the injured party may be entitled. Each party acknowledges that any disclosure of another’s Confidential Information other than as specifically provided herein will be wrongful and will cause irreparable injury to the Disclosing Party and, therefore, each party agrees to hold the other’s Confidential Information in strictest confidence and not to make use of it other than as specifically provided herein. Each party shall protect the confidential and proprietary nature of the Disclosing Party’s Confidential Information in at least the same manner and extent that it protects the confidential and proprietary nature of its own Confidential Information of like kind.

(G) PRODUCER or BUYER shall not, without the prior express written consent of Rgand (a) issue any statement, printed material or other communication acknowledging its relationship with RGAND or its Affiliates, or (b) use RGAND’s or its Affiliates’ name or logo in any manner.

Notice

(A) Unless explicitly stated otherwise, whenever any notice, request, claim, demand or other communication is required or permitted under this Agreement, such notice, request, claim, demand or other communication shall be in writing and shall be given (and shall be deemed to have been duly received, if so given and no notice of failure of delivery is received) by (i) personal delivery, (ii) nationally recognized commercial courier for next business day delivery or (iii) registered or certified mail, postage prepaid, return receipt requested, to the parties at the addresses set forth during Account Activation as such parties may designate by written notice to the other party.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Contact Us

If you have any questions about these Terms, please contact us at terms@rgand.com