1. Overview

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

2. Key Definitions

“Designer” means any person creating goods for Serenity in Chains Ltd. (i.e. production partners.).

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

3. Account Registration – Retail Account

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

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

4. Product and Content Compliance

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

5. Orders

Prohibition on Fulfillment Using Third Party Websites. You agree to not fulfill orders on third party websites, including Amazon, eBay, Etsy, Poshmark or any other online marketplace for items purchased through Serenity in Chains Ltd.

Order Minimums. We may specify a minimum dollar amount a Retailer must spend before Serenity in Chains Ltd. is willing to sell to a Retailer (an “Order Minimum”). This amount is $400 at the wholesale price, and is subject to change with or without notice.

Right to Refuse. You acknowledge and agree that Serenity in Chains Ltd. may refuse to complete your purchase for any reason.

Inventory. Serenity in Chains Ltd. will make every reasonable attempt to ensure inventory levels are such that your order ships within the states lead time, provided at time of order. However, you acknowledge and agree that Serenity in Chains Ltd. does not guarantee Serenity in Chains Ltd.’s inventory or that shipping will occur within the stated lead time.

No Circumvention. You acknowledge and agree that you will place all orders for Serenity in Chains Ltd.’s product through the Site. You acknowledge and agree that you will not circumvent Serenity in Chains Ltd.’s process or the Site, by transacting orders with other Retailers that may carry our products. Failure to comply with this provision may result in temporary suspension or permanent termination of your Retailer Account and your ability to purchase products on Serenity in Chains Ltd. in the future.

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

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

6. Payment

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

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

Payment Terms. Payment of Retailers order of Serenity in Chains Ltd. products is due at the time order is placed. If payment fails and Retailer does not offer additional payment options, order will be canceled and products will not be shipped.

Failure to Make Payment. You acknowledge and agree that if you fail to make timely payment for any goods you ordered through the Site, Serenity in Chains Ltd. may, at its option and without notice to you, demand immediate payment of all outstanding invoices, cancel or suspend orders, suspend or revoke your orders, offset monies that may be owed to you, asset late payment penalties at the highest rate allowed by law and/or temporarily suspend or permanently terminate your Retailer Account. Serenity in Chains Ltd. reserves the right to turn your account over to a collection agency or seek any other legal or equitable remedies available to collect any outstanding debt. You acknowledge and agree that if any payment becomes 60 days past due, and you have not otherwise opted into a payment plan program offered by Serenity in Chains Ltd., Serenity in Chains Ltd. may at its option automatically enroll you into a 30 day payment plan, and you hereby agree to pay the total amount due in equal weekly installments over such 30 day period. Serenity in Chains Ltd. reserves the right to apply a fee for this service. This payment plan program is only applicable to the purchase of goods, and does not apply to any paid subscription plans or other Site.

7. Shipping Costs and Lead Times

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

Lead Times. You acknowledge that lead times vary on how long it takes for Serenity in Chains Ltd. to ship a product. Average lead times are 6 weeks from date of completed order. If any order takes longer than 6 weeks to ship, your invoice due date and return window (if applicable) are automatically extended by 6 weeks. Once the Brand accepts the order, the expected ship date will be updated in your Retailer Account. You will receive a notice once the product has shipped, giving you a tracking number and letting you know the cost of shipping. This information is also available in your Retailer Account.

8. Returns, Refunds, Cancellations

Returns. Serenity in Chains Ltd. offers returns on qualifying orders, excluding non-returnable items. From the date the order is received, you have the 15 days to return the product. When goods are returned to Serenity in Chains Ltd. by a Retailer, Serenity in Chains Ltd. may at its option charge a 15% restocking fee and/or redistribute those products through its various redistribution channels. To prevent future charges, you must adhere to Serenity in Chains Ltd. return policies as outlined in our Returns, Refunds and Cancellations Policy. You acknowledge and agree that any orders from Serenity in Chains Ltd. not covered in Serenity in Chains Ltd.’s Return Policy are not eligible for return, except under certain limited circumstances described therein. You acknowledge and agree that you pay for all shipping costs to your retail store. Those shipping costs are non-refundable, even if you later return those items for free under this Section.

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

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

9. Serenity in Chains Ltd. Chat

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

10. Product Content

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

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

11. Disputes

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

12. Indemnity

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

13. Termination

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

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

14. Controlling Law and Jurisdiction

These Terms and any action related thereto will be governed by the laws of the State of Ohio without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action or court proceeding permitted under these Terms will be the state and federal courts located in Lucas County of Ohio and each of the parties hereto waives any objection to jurisdiction and venue in such courts.