Endeavor Industries, LLC
Website Conditions of Use, Terms and Disclaimers
PLEASE READ THESE CONDITIONS OF USE, TERMS AND DISCLAIMERS CAREFULLY BEFORE USING THIS SITE.
Endeavor Industries, LLC, an Oklahoma limited liability company, (“ENDEAVOR INDUSTRIES”) provides you under these Conditions of Use, Terms and Disclaimers (“T&D”) certain ecommerce solutions and other fulfillment and Account Management services (together, the “Services”) to help you with your ecommerce fulfillment needs. Any new features or tools that are added to the current software, account management, and fulfillment services are also subject to these Terms and Disclaimers.
By accessing this website or accessing information on this website, you are signifying your assent to these Conditions of Use, Terms and Disclaimers. By accepting, you acknowledge that you have read, understood, and agree to be bound by these Conditions of Use, Terms and Disclaimers. If you do not agree to all of these Conditions of Use, Terms and Disclaimers, do not use this site. The use of this website and its content is at your own risk. By accepting these Terms of Service, you are also accepting all requirements in Endeavor Industries help guides, FAQs and any supplemental guides that are produced. By accepting this agreement, you represent that you have the authority to accept these Terms on behalf of yourself, a business, or other legal entity. If you are an Agency and signup a client on their behalf, you and your client are both subject to these T&D.
ENDEAVOR INDUSTRIES may revise and update these Conditions of Use, Terms and Disclaimers, FAQ’s, help guides, and supplemental guides, at any time and changes will be posted to this page. Your continued usage of the website will mean you accept and agree to be bound by those changes. Unauthorized entry into secure portions of this website may constitute a crime under state and/or federal law, and such violations shall be prosecuted to the fullest extent of the law.
You must read, agree with and accept all of the terms and conditions contained in this Terms of Service agreement before you may become a user of the Services.
General Terms
Information. While ENDEAVOR INDUSTRIES uses reasonable efforts to include accurate and up to date information on this website, error or omissions sometimes may occur. ENDEAVOR INDUSTRIES makes no warranties or representations as to the accuracy of the information presented on this website. Under no circumstances, including, but not limited to, negligence, shall ENDEAVOR INDUSTRIES, or any party involved in creating, producing, or delivering the website be liable to you for any direct, incidental, consequential, indirect, or punitive damages that result from the use of, or the inability to use, the materials or services on this website, even if ENDEAVOR INDUSTRIES, or an ENDEAVOR INDUSTRIES authorized representative, has been advised of the possibility of such damages.
Moderation. You agree ENDEAVOR INDUSTRIES may moderate website access and use in our sole discretion, e.g., by blocking (e.g., IP addresses), filtering, deletion, delay, omission, verification, and/or access/account/license termination. You agree: (1) not to bypass said moderation; (2) we are not liable for moderating, not moderating, or representations as to moderating; and (3) nothing we say or do waives our right to moderate, or not.
Property. ENDEAVOR INDUSTRIES also assumes no responsibility, and shall not be liable for, any damages to, or viruses or spyware that may infect, your computer equipment or other property as a result of your access to, use of, or browsing the website or your downloading of any materials, data, text, images, video, or audio from this website. ENDEAVOR INDUSTRIES IS NOT RESPONSIBLE FOR ANOTHER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST ON THE WEBSITE.
Eligibility. To be eligible to use the Services, you must meet the following criteria and represent and warrant that you: (1) are 18 years old or older, or at least the age of majority in the jurisdiction where you reside, or from which you use this Service; (2) are not currently restricted from the Website, or not otherwise prohibited from having access to ENDEAVOR INDUSTRIES or an ENDEAVOR INDUSTRIES account, (3) are not a competitor of ENDEAVOR INDUSTRIES, or are not using the Services for reasons that are in competition with ENDEAVOR INDUSTRIES; (4) will only maintain one ENDEAVOR INDUSTRIES account at any given time; (5) to create the account, you will use your full legal name, current address, phone number, valid email address, and any other information indicated as required, and only provide accurate information to ENDEAVOR INDUSTRIES; (6) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (7) will not violate any rights of ENDEAVOR INDUSTRIES or third party, including intellectual property rights such as copyright or trademark rights; and (8) agree to provide at your cost all equipment, software, mobile access, and internet access necessary to use the Services.
ENDEAVOR INDUSTRIES reserves the right to refuse participation to any applicant or participant or cancel any account or subscription at any time for any reason or for no reason, in its sole discretion.
You acknowledge that ENDEAVOR INDUSTRIES will use the email address you provide as the primary method for communication. You agree to update your email address from time-to-time.
Security and Use. You are responsible for keeping your password secure. ENDEAVOR INDUSTRIES cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.
You are responsible for all activity and content, information, or data uploaded (including, but not limited to, photos, images, videos, graphics, written content, audio files, and/or code), collected, generated, stored, displayed, distributed, transmitted, or exhibited on or in connection with your Account (together, the “Materials”).
You may not use the ENDEAVOR INDUSTRIES service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in the United States, in your jurisdiction (if different from the United States), the laws applicable to you in your customer’s jurisdiction, or any other applicable laws. You shall comply with all applicable laws, rules and regulations in your use of the Services and in connection with the provision of your Services.
You agree that you will not purchase search engine, or other pay per click keywords, including but not limited to, Google AdWords, or domain names that use ENDEAVOR INDUSTRIES or ENDEAVOR INDUSTRIES trademarks, and/or variations and misspellings thereof.
You acknowledge and agree that your use of the Services, including information transmitted to, or stored by ENDEAVOR INDUSTRIES, is governed by its privacy policy.
A breach or violation of any term in these Terms of Service, including the privacy policy, as determined in the sole discretion of ENDEAVOR INDUSTRIES may result in an immediate termination of your services.
Intellectual Property. This website and its contents are owned by ENDEAVOR INDUSTRIES or third parties and are protected by law, including but not limited to copyright and trademark law. Certain content, such as copyrighted materials and trademarks, are used by permission of third parties. Except as allowed by law (such as fair use) or as expressly permitted in connection with specific content, this website and its contents may not be reproduced, modified, distributed, displayed, performed, or used in any way without the prior written permission of ENDEAVOR INDUSTRIES or the third-party owner.
Electronic Signature. You hereby agree to the use of electronic signatures, contracts, orders, and other records and to electronic delivery of notices, policies and records of transactions initiated or completed by us or via the Site. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
Advertisements. The website may contain advertisements and/or links to third party companies and/or their websites. These links are provided solely as a convenience to you and not as an endorsement by ENDEAVOR INDUSTRIES of the content on such third-party websites or their claims. ENDEAVOR INDUSTRIES is not responsible for the content of linked third party websites and does not make any representations regarding the content or accuracy of materials on such sites or their companies. ENDEAVOR INDUSTRIES has the right to display any advertising or promotions, including for ENDEAVOR INDUSTRIES or third parties, over, near or around any items, products or links, and you waive any claims or rights in association therewith, including claims to any remuneration, regarding moral rights, complaints about implicit endorsement or association, or the like. You are notified and agree that anything at all placed over, near, or around any item, product, or link is not an endorsement by or an association with the uploader.
No Employment Relationship. Nothing contained in this Agreement and no action by either party shall be deemed to constitute any party or any of such party’s employees or agents to be an employee or agent of the other party or shall be deemed to create any partnership joint venture, association, syndicate among or between any of the parties, or shall be deemed to confer on any party any express or implied right, power or authority to enter into any agreement or commitment, express or implied, or to incur any obligation or liability on behalf of the other party not explicitly set forth in this Agreement. Neither party will hold itself out as being in an agency relationship, or imply, or fail to correct a misunderstanding, that there is an agency relationship. ENDEAVOR INDUSTRIES and you shall enjoy a non-exclusive relationship in all respects.
You agree that you will not, by implication or otherwise, associate your services with ENDEAVOR INDUSTRIES, except in a manner expressly approved, in advance, in writing, by an authorized representative of ENDEAVOR INDUSTRIES.
ENDEAVOR INDUSTRIES offers its Amazon marketplace management services in connection with the services of Amazon.com, Inc. (“Amazon”), including Amazon Advertising, Amazon Brand Registry, Amazon Seller Central, Amazon Vendor Central, and Fulfillment By Amazon. ENDEAVOR INDUSTRIES’ Services are not affiliated with and are not endorsed by Amazon.
Cost of Services. ENDEAVOR INDUSTRIES shall have the right to establish the initial price point for any and all accounts as well as maintaining the right to modify any and all prices in line with commercially reasonable business practices.
You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services or access to the Services without the express written permission by ENDEAVOR INDUSTRIES.
Technical support is provided only to paying account holders. Subject to the terms hereof, ENDEAVOR INDUSTRIES has no obligation to provide technical support services through email or phone in accordance with our standard practice regarding technical support for e-commerce platforms, including, but not limited to, Shopify, WooCommerce, BigCommerce, Etsy, Ebay, Amazon, Walmart, API connection, etc.
Payment Information. Any Credit Card or Bank information that is shared by you with ENDEAVOR INDUSTRIES is always encrypted by ENDEAVOR INDUSTRIES in any transfer or storage that is controlled by ENDEAVOR INDUSTRIES.
You understand that your information, (not including credit card information), may be transferred unencrypted and involve; (1) transmissions over various networks; and (2) changes to conform and adapt to technical requirements of connecting networks or devices.
Payment Method and Fees. ENDEAVOR INDUSTRIES requires that both a credit card and ACH Bank Information be on file at all times. Merchant acknowledges and agrees that the credit card may be charged for an additional 4% convenience fee. ACH debit charges will not incur an additional fee.
Tariffs and Taxes. ENDEAVOR INDUSTRIES is not responsible and does not give advice regarding any tariffs, taxes, or other cross border fees. You are responsible to seek legal advice and fully understand what products you can ship cross state / international borders and any associated taxes/tariffs that may apply.
Legal Compliance. If Merchant sells CBD based product, Merchant certifies that they have reviewed and are in total compliance with all State and Federal regulations. Merchant further certifies that they have reviewed and are in compliance with all USPS shipping obligations and regulations. All CBD storage and fulfillment must have prior written approval from ENDEAVOR INDUSTRIES.
Waiver. Failure of ENDEAVOR INDUSTRIES to exercise or enforce any right or provision of these Terms shall not be a waiver of that right. You acknowledge that these Conditions of Use, Terms and Disclaimers are a contract between you and ENDEAVOR INDUSTRIES. Even through it is electronic, and not physically signed by you or ENDEAVOR INDUSTRIES, you acknowledge that it governs your Use of the Services.
Severability. If any provision of these Conditions of Use, Terms and Disclaimers is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
Arbitration and Mediation. The parties agree to mediate, in good faith, any claim arising hereunder and to refrain from pursuing arbitration hereunder until the parties have met with a mediator. The parties agree to select and mediate any claim or controversy within sixty (60) days of the date the claim or controversy accrues or first arises. The mediator shall be selected by ENDEAVOR INDUSTRIES with the Merchant’s consent, which may not be unreasonably withheld. The mediator shall be licensed to practice law in the State of Oklahoma and be experienced in the arbitration of disputes of the kind in controversy. The parties acknowledge and agree that any claim or controversy not settled in mediation as set forth above, and arising out of or relating to this Agreement, or the breach of this Agreement, or any other dispute arising out of or relating to the relationship, shall be settled by final and binding arbitration in the State of Oklahoma, in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date the claim or controversy arises.
The parties further acknowledge and agree that either party must request arbitration of any claim or controversy within one hundred twenty (120) days of the date the claim or controversy accrues or first arises by giving written notice of the party’s request for arbitration by certified U.S. mail or personal delivery. Notice shall be effective upon delivery or mailing. Failure to give notice of any claim or controversy within one hundred twenty (120) days shall constitute a waiver of the claim or controversy.
All claims or controversies subject to arbitration shall be submitted to arbitration within one hundred eighty (180) days from the date the written notice of a request for arbitration is effective. All claims or controversies shall be resolved by one (1) arbitrator licensed to practice law in the State of Oklahoma and who is experienced in the arbitration of the kind of dispute in controversy, unless the amount in controversy exceeds one hundred and fifty thousand dollars ($150,000), in which case, a panel of three (3) arbitrators who are licensed to practice law in the State of Oklahoma and who are experienced in the arbitration of the kind of dispute in controversy. These arbitrators shall be selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time the claim or controversy arises.
The arbitrators shall issue a written decision with respect to all claims or controversies within thirty (30) days from the date the claims or controversies are submitted to arbitration. The parties shall be entitled to be represented by legal counsel at any arbitration proceeding. The parties acknowledge and agree that each party will bear fifty percent (50%) of the cost of the arbitration proceeding. The parties acknowledge and agree that the arbitration provisions set forth herein may be specifically enforced by either party, and submission to arbitration proceedings compelled, by any court of competent jurisdiction. The parties further acknowledge and agree that the decision of the arbitrators may be specifically enforced by either party in any court of competent jurisdiction.
Jurisdiction/Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oklahoma, without reference to its choice of law doctrine. The parties agree that, should the Arbitration clause be severed from this Agreement, or found to be unenforceable, the federal and state courts in Oklahoma will have exclusive jurisdiction and venue over this Agreement, and the parties hereby agree to submit to such jurisdiction and venue exclusively.
The United Nations Convention on Contracts for the International Sale of Goods is not to apply to these Terms of Service and is hereby expressly excluded. The provisions of this Section may not be amended except by the express consent of both parties to these Conditions of Use, Terms and Disclaimers.
General Services
ENDEAVOR INDUSTRIES Network shall provide the following services to the Merchant: (1) receive shipments from the Merchant of the Product, (this may be referred to as “Product,” “Units,” or “Inventory”.);(2) Provide storage for the Inventory; and (3) upon notification by the Merchant of a purchase of Products by a customer, the Network will pick and package the Products from the available inventory, and ship such Products directly to the customer (“End User”);
ENDEAVOR INDUSTRIES Network will use the appropriate packaging material, for example, bubble wrap, poly mailers, boxes with void fill, at its discretion. ENDEAVOR INDUSTRIES’ platform and associated technology will include a summary of all orders shipped and received if you elect to access it. Additional Fees may apply.
Returns management will be provided for a small processing fee. This includes receiving, basic inspection, communication with the client as to the status of the item, and restocking or returning, with any shipping costs being the responsibility of the client.
Value Added Services including, but not limited to, gift messaging, custom packaging and inserts, carton/pallet forwarding, fragile and oversized item handling, and inventory management.
Prep services including but not limited to polybagging, labeling, bubble wrapping, kitting, bundling, boxing and master cartons, palletizing, and Amazon FBA removal service.
Amazon account management services on behalf of the Merchant including but not limited to account creation, optimization, photography, customer relations, ads management, vendor and freight management, and communication with Amazon.
Compensation for Services
Endeavor Industries Fees. Merchant agrees to pay ENDEAVOR INDUSTRIES for the Services, in the amounts described in your personal quote to be amended from time to time. “Service Fees” are the fees for any Service and any third-party fees (including, but not limited to storage, labor, packaging, carrier fees, shipping fees, rates of duty, international brokerage charges, freight charges, insurance premiums, penalties, or other charges given during Merchant’s use of the Service). Merchant will be charged (via credit card on file and/or ACH debit) daily or weekly (pending on volume and holidays) for all storage and orders that are placed, picked, packaged, and shipped that day/week. If no orders are shipped, meaning you have not received any orders, then ENDEAVOR INDUSTRIES will charge you their applicable storage fee on a weekly basis.
Reservations. ENDEAVOR INDUSTRIES reserves the right to change any and/or all Fees and Compensation without notice. We will do our best to communicate any changes via the email address on file. You acknowledge that it is your responsibility to keep this information current. ENDEAVOR INDUSTRIES reserves the right to automatically revise pricing without notice, and back date up to 90 days as required, if the actual volume does not meet or exceed the initial volume estimated provided by Merchant at the time of contract execution to a rate equal to actual volume.
Payments by Merchant. Merchant payment processing services are provided by a payment processor and are subject to the payment processor’s Account Agreement, which includes the payment processor’s Terms of Service (collectively, the “Payment Processor’s Agreement”). By agreeing to these Terms or continuing to operate as a Merchant on the Service, you agree to be bound by the Payment Processor’s Agreement, as the same may be modified by the payment processor from time to time. Merchant agrees to provide ENDEAVOR INDUSTRIES with accurate and complete information about Merchant and their business, and Merchant authorizes the necessary sharing of such information with the payment processor.
When Merchant uses the Service, all charges for the Service and any additional fees payable to ENDEAVOR INDUSTRIES will be charged to the credit card and/or ACH debit account associated with the payment processor’s account. Merchant agrees to pay ENDEAVOR INDUSTRIES the amount that is specified in accordance with these Terms. If Merchant disputes any charges, Merchant must notify ENDEAVOR INDUSTRIES in writing within fourteen (14) days after the date of the invoice.
Merchant agrees and acknowledges that Endeavor Industries shall maintain a warehouseman’s lien under the Uniform Commercial Code for all Goods in the ENDEAVOR INDUSTRIES network’s possession, regardless of whether a specific receipt is issued by ENDEAVOR INDUSTRIES, to cover all charges set forth in this Agreement. In the event Endeavor Industries is required to exercise its lien, Merchant shall be responsible for all necessary and reasonable costs incurred by ENDEAVOR INDUSTRIES, including, but not limited to, reasonable attorney fees.
If Merchant fails to make payments within fourteen (14) days after the date of an invoice, ENDEAVOR INDUSTRIES reserves the right to stop all Services until ENDEAVOR INDUSTRIES receives payment. Furthermore, after thirty (30) days of non-payment, ENDEAVOR INDUSTRIES has the right to automatically charge the saved payment method on file or any payment method used in the past for the amount due. ENDEAVOR INDUSTRIES reserves the right to stop shipping if the merchant does not maintain a valid credit card and ACH bank account information on file. ENDEAVOR INDUSTRIES reserves the right to dispose or donate all inventory if Merchant’s account remains unpaid for thirty (30) consecutive days. Failure of ENDEAVOR INDUSTRIES to exercise or enforce any right or provision of these rights shall not be a waiver of that right.
Merchant acknowledges that it is responsible for and agrees to reimburse ENDEAVOR INDUSTRIES for, all reversals, chargebacks, claims, fees, fines, penalties, and other liability incurred by ENDEAVOR INDUSTRIES (including costs and related expenses) that are caused by or arising out of payments that Merchant authorizes or accepts.
Currency. All dollar amounts stated in this Terms of Service and the website will be in US dollars unless otherwise specified.
All fees due for the cost of the Product shall be paid directly by the End-User to the Merchant. Under no circumstances shall ENDEAVOR INDUSTRIES accept, receive, or otherwise be held responsible for payments from an End-User made in exchange for the Product.
Fuel Surcharge. List pricing includes all fuel surcharges. ENDEAVOR INDUSTRIES reserves the right to increase all-inclusive pricing in parallel with any industry wide fuel increases.
Weighted Pricing. Merchant acknowledges that when the dimensional weight is greater than the actual end weight, the dimensional weight is used to calculate the price of shipping. (DIM Weight Lbs. = Length * Width * Height / 166)
Battery Surcharge. A battery surcharge will be applied to all products that contain a battery or similar item at the time of receiving.
Address Change Fee. ENDEAVOR INDUSTRIES reserves the right to charge merchant for any address changes and/or correction charges implemented by carriers. ENDEAVOR INDUSTRIES is permitted to look back up to twelve (12) months for these changes.
Forwarding Fee. Pallet and Carton forwarding service is available for an additional fee.
Third Party Services. Quotes for 3rd party fees are for informational purposes only and are subject to change without notice and shall not under any circumstances be binding upon ENDEAVOR INDUSTRIES. The final rates and service fees may vary based upon the shipment actually tendered, the work actually performed, the product actually purchased, or a number of factors such as carrier shipping prices, characteristics of the product, the delivery location, among other variations occurring in the ordinary course of business.
Premium Content Services. As a part of providing its Services, ENDEAVOR INDUSTRIES may propose to develop for Merchant, certain merchandising content featuring Merchant’s products, including original descriptive copyrighting, images optimized for online viewing, or videos optimized for the Amazon marketplace, beyond the scope of ENDEAVOR INDUSTRIES’ standard Services. (i.e., “Premium Content”). In proposing to produce such Premium Content, ENDEAVOR INDUSTRIES will quote the associated Service Fees, possibly with Third Party vendors, and secure Merchant’s approval before completing the content development. ENDEAVOR transfers the copyright to Merchant in any product merchandising content it develops within the scope of this paragraph. Including, but not limited to, the adaption of Merchant’s own content.
Returns. Merchant acknowledges that quoted pricing does not include inspection, testing, or re-bagging or packaging of any kind. Merchant agrees to send products that are labeled/barcoded according to ENDEAVOR INDUSTRIES specifications to avoid additional charges. Unlabeled items will be assessed a minimum mandatory per label fee to be determined by ENDEAVOR INDUSTRIES. Merchant agrees to follow the Labeling/Barcoding specifications set forth by ENDEAVOR INDUSTRIES. Barcoding or Labeling that is missing, or not in compliance with ENDEAVOR INDUSTRIES’ terms will be subject to additional fees including shipment identification and bills of lading (BOL).
Packaging and Compliance
Endeavor Barcoding. Request barcodes from ENDEAVOR INDUSTRIES via email at info@endeavorinds.com before product arrival. ENDEAVOR INDUSTRIES warehouse offers barcoding upon receiving your products for a small fee.
Merchant Barcoding. If Merchant opts to utilize their own barcode, the barcode must meet the following requirements: (1) No duplicate barcodes; (2) at least five digits; and (3) no non-standard characters, including but not limited to emoji’s.
Endeavor Packaging. ENDEAVOR INDUSTRIES provides standard packaging. Additional packaging for delicate items may incur additional fees. Carriers are extremely rough when handling packages. ENDEAVOR INDUSTRIES DOES NOT GUARANTEE THAT ITEMS THAT ARE PACKAGED WILL NOT BE DAMAGED IN TRANSIT. Merchant agrees to hold ENDEAVOR INDUSTRIES harmless for items that are damaged in transit. ENDEAVOR INDUSTRIES does not give advice on packaging.
Holidays
ENDEAVOR INDUSTRIES ships Monday through Friday excluding holidays. Holidays are all bank and postal holidays. Even if orders are placed for expedited shipping, they will not be processed until the next business day following the holiday.
Delayed, Damaged or Lost Shipments
Delayed Shipments. Merchant acknowledges that ENDEAVOR INDUSTRIES is not liable for any shipments that do not arrive on time. Merchant agrees to hold harmless ENDEAVOR INDUSTRIES for delayed shipments and any reasonably foreseeable consequence that may arise therefrom.
Damaged or Lost Shipments. We try our best to have every package reach its final destination. However, Merchant acknowledges that ENDEAVOR INDUSTRIES will not be liable for any loss, delay, or damage to goods caused by the carrier. Please note at peak times (November 1 – January 15) carrier may not scan every package at our facility on pickup. We are not responsible for the carrier’s conduct. If a package is marked delivered, but the Merchant’s customer claims they did not receive the package, please use the tracking number and file a claim directly with the carrier.
ENDEAVOR INDUSTRIES will not be liable for any loss, delay, or damage to goods caused by acts of God, public authorities, strikes, labor disputes, weather, mechanical failures, civil commotion, acts of terrorism, hazards incident to a state of war, acts or omissions of customs, pandemic, epidemic, or defect in the goods being shipped. ENDEAVOR INDUSTRIES will not be liable for any punitive or exemplary damages nor any special, incidental, or consequential damages including loss of income, profits, interest, or loss of market, whether or not ENDEAVOR INDUSTRIES had knowledge that such damages might be incurred.
Damaged Items. ENDEAVOR INDUSTRIES is not responsible for any damage in storing, picking, packing, and shipping inventory. Merchant acknowledges and agrees that any damages that occur will be covered by the Merchant’s insurance. This includes, but is not limited to, inventory damaged in transit on the way to the end-customer. Merchant acknowledges and agrees that maximum reimbursement for wrong shipments, non-shipments, or swapped shipments is limited to the shipping fee and/or return fee at ENDEAVOR INDUSTRIES’ discretion. ENDEAVOR INDUSTRIES is not responsible for the cost of product/inventory that may be lost during shipping errors.
Inventory lost in the warehouse will only be rectified as a credit to the Merchant account. If the inventory is found within forty-five (45) days of Merchant’s notice of the “loss credit” it will be withdrawn. All reimbursements will be issued as ENDEAVOR INDUSTRIES credits for future shipping and storage costs.
MERCHANT AGREES THAT ENDEAVOR INDUSTRIES IS NOT LIABLE FOR ANY LOSS, DAMAGE, OR DELAY TO THE GOODS RESULTING FROM ENDEAVOR INDUSTRIES NEGLIGENCE OR OTHER FAULT, IF ANY.
Carrier Insurance. ENDEAVOR INDUSTRIES does not guarantee that carriers will get the package to the final destination. ENDEAVOR INDUSTRIES does not file claims with carriers. ENDEAVOR INDUSTRIES does not carry insurance with the carriers beyond their standard offerings.
Receiving Items
Reservations. ENDEAVOR INDUSTRIES reserves the right to refuse inventory that is in violation of our Receiving Guidelines. ENDEAVOR INDUSTRIES reserves the right to delay receiving if items are sent during peak season from November 1 – January 15 annually. ENDEAVOR INDUSTRIES makes no guarantees on receiving inventory during peak season or if items are in violation of our Receiving Guidelines. ENDEAVOR INDUSTRIES reserves the right to return or reject inventory to the sender if the Receiving Guidelines are not followed.
Receiving Guidelines. ENDEAVOR INDUSTRIES can only accept your inventory during business hours with a properly placed purchase order and labeling. All inventory must follow these guidelines. Inventory that does not follow these guidelines will be subject to longer wait times, return, or rejection. Inventory less than a pallet will be received into the system within three (3) full business days. Inventory of one (1) pallet, up to ten (10) pallets or more, will be received into our system within five (5) full business days. Inventory of more than ten (10) pallets will be received into our system within seven (7) full business days. Each container of inventory will be received into our system within ten (10) full business days. All inventory must have an appointment to be received and a properly placed purchase order and labeling. If Merchant does not have a receiving appointment or a properly placed purchase order and labeling approved by ENDEAVOR INDUSTRIES, the package will be refused and ENDEAVOR INDUSTRIES’ discretion. Merchant agrees to hold ENDEAVOR INDUSTRIES harmless for rejecting delivery or not receiving. ENDEAVOR INDUSTRIES is not liable for inventory that is not received within these time frames. While we do our best to receive inventory in a timely manner, according to the appointment schedule, delays do happen on occasion. Merchant agrees that ENDEAVOR INDUSTRIES will not incur any liability or cost for layover or detention time.
Package Contents
Fragile Items. Merchant must be pre-approved to have ENDEAVOR INDUSTRIES fulfill any fragile items. If ENDEAVOR INDUSTRIES and Merchant agree to provide additional services around protective packaging, Merchant will incur additional cost. ENDEAVOR INDUSTRIES does not assume any liability for fragile items broken in receiving, storing, processing, and shipping items. ENDEAVOR INDUSTRIES reserves the right to return packages to Merchant at Merchant’s expense if fragile items arrive without pre-approval.
Oversized Items. Merchant must be pre-approved to have ENDEAVOR INDUSTRIES fulfil any oversized items. An oversized item is defined as having the dimensional weight or actual end-weight of fifteen (15) pounds or greater. Oversize handling charges will apply.
Gifts. Upon request, ENDEAVOR INDUSTRIES may provide a 4 x 6 stock gift message. Other sizes may be available. Additional fees will apply.
Battery Labeling. All packages containing batteries must be properly labeled by the merchant prior to shipment to ENDEAVOR INDUSTRIES facility. ENDEAVOR INDUSTRIES reserves the right to refuse any battery items that are not properly labeled.
Hazardous Materials. Merchant acknowledges and agrees that it is responsible for providing MSDS paperwork; it is dependent on the Merchant to understand which products are hazardous materials and comply with all State and Federal laws. Hazardous Materials will be accepted at the sole discretion of ENDEAVOR INDUSTRIES. Pre-approval by ENDEAVOR INDUSTRIES is required for all Hazardous Materials.
Inventory
Inventory Counts. ENDEAVOR INDUSTRIES will only conduct a count of inventory upon request by a Merchant. These counts will be billed to Merchant at the current ‘per man hour’ rate and are subject to change at the sole discretion of ENDEAVOR INDUSTRIES. Please allow fourteen (14) business days for the count to be conducted and relayed to you via the email address on file.
Third Party Services
As part of providing its Services, ENDEAVOR INDUSTRIES may advise Merchant to employ and/or use Third-Party Services. While ENDEAVOR INDUSTRIES vets the providers of third-party Services, ENDEAVOR INDUSTRIES is not responsible for any failure on the third-party’s part to provide those services as represented. If ENDEAVOR INDUSTRIES employs a third-party Service on behalf of Merchant, ENDEAVOR INDUSTRIES will bill the client an associated service fee.
Retail Operations Services
As part of providing its Services, ENDEAVOR INDUSTRIES may choose to become a Retail Operations Service (“ROS”), to act as the retailer of record for certain products of a Merchant, under certain conditions, with written consent from the Merchant. This would be a relationship between the Merchant and ENDEAVOR INDUSTRIES where the Merchant is wholesaling its products to ENDEAVOR INDUSTRIES and ENDEAVOR INDUSTRIES is earning a margin from the Retail sale of the products (“Retail Margin”).
ENDEAVOR INDUSTRIES will be responsible for ensuring it fulfills its obligations to the Merchant as specified in an Associated Service Order, Service Request Form between Client and ENDEAVOR INDUSTRIES. ENDEAVOR INDUSTRIES will not be bound by email communications until an authorized agent of ENDEAVOR INDUSTRIES agrees to perform these services in a signed writing on behalf of ENDEAVOR INDUSTRIES.
Such obligations may include: (1) the standard adjusted wholesale cost for Client’s products to be paid by ENDEAVOR INDUSTRIES; (2) the appropriate party’s obligation to pay for product shipment (freight) costs; and (3) client’s minimum advertised price policy.
Amazon Services
Account Access. As applicable, Merchant acknowledges and agrees that it will grant ENDEAVOR INDUSTRIES access to Merchant’s Amazon Vendor Central and/or Amazon Seller Central accounts (collectively, “Amazon Account”). Merchant will provide complete, shared access to the Amazon Account, and developer-based access to the Amazon Account’s reporting features through the applicable Amazon application programming interface (“API”). Merchant will maintain ENDEAVOR INDUSTRIES’ access to Merchant’s Amazon Account during the Term of this Agreement and, for purposes including billing, for thirty (30) days following Termination, as defined within this Agreement.
Security and Confidentiality. As applicable, ENDEAVOR INDUSTRIES will; (1) act as a guest manager of Merchant’s Amazon Account, and assume no ownership of the Amazon Account as well as the Amazon Marketplace pages representing Merchant’s products that are associated with the Amazon Account; (2) limit use of its access to the ENDEAVOR INDUSTRIES employees and contractors specifically authorized to provide the Services; (3) copy certain data from Merchant’s Amazon Account (“Merchant Data”) to ENDEAVOR INDUSTRIES technical platform where Merchant’s Data will be stored, formatted, and compiled with other data; (4) Undertake commercially reasonable efforts to ensure the security of its access to Merchant’s Data on the ENDEAVOR INDUSTRIES platform; and (5) not share Merchant’s Data with any outside party without Merchant’s prior approval.
Marketing. As applicable, ENDEAVOR INDUSTRIES and Merchant will agree to a marketing plan. This marketing plan, once established, is subject to periodic review and updating as mutually agreed upon by ENDEAVOR INDUSTRIES and Merchant. ENDEAVOR INDUSTRIES will provide, in an associated Service Order, a Marketing Budget Estimate reflecting an initial estimate of the cash investment by the Merchant required to realize the marketing plan. This Marketing Budget Estimate is provided for reference only as part of establishing the marketing plan.
The Marketing Budget will be primarily used to pay for Amazon Advertising programs, but may also be used, with Merchant’s approval, to produce Premium Content for Third Party Services. The marketing Budget may be based on the estimated cost of marketing but may supersede the cost of marketing.
Merchant’s Obligations. As applicable, Merchant will; (1) provide information to ENDEAVOR INDUSTRIES including certain types of content and documentation about Merchant’s Products as well as answers to questions about operational matters, within two business days of receiving the request or, when the information is not readily available to Merchant, within a reasonable period of time; (2) participate fully in arranged meetings between ENDEAVOR INDUSTRIES and Merchant staff members engaged in managing the Services ENDEAVOR INDUSTRIES is providing to Merchant, attending a meeting when scheduled, or rescheduling in a timely way; (3) in collaboration with ENDEAVOR INDUSTRIES, establish or update the Amazon Brand Registry enrollment for its brand(s) in connection with Merchant’s Amazon Account, among other actions, so that ENDEAVOR INDUSTRIES is able to employ the Amazon Brand Registry tools to create and update the Amazon Marketplace pages representing Merchant’s products; (4) process and ship Purchase Orders initiated by ENDEAVOR INDUSTRIES within three business days of receipt, except under extraordinary circumstances, in which case, Merchant will provide ENDEAVOR INDUSTRIES with daily updates on the status of such orders; (5) collaborate with ENDEAVOR INDUSTRIES in identifying and profiling Unauthorized Amazon Sellers, as defined herein, and managing them out of the designated Amazon Marketplace, including by suspending the unauthorized Amazon Seller’s ability to purchase Merchant’s products at wholesale directly from Merchant or through an authorized distributor; (6) If not managed by ENDEAVOR INDUSTRIES, address Amazon customer reviews and questions posted to the Amazon Marketplace pages representing Merchant’s products in a timely way;
Merchant acknowledges and agrees that it will not engage in any activity that interferes with ENDEAVOR INDUSTRIES providing its Services to Merchant, including, without prior arrangement from ENDEAVOR INDUSTRIES: (1) independently initiating Replenishment orders; (2) fulfilling Purchase Orders Received from Amazon Vendor Central, Amazon sellers not identified as authorized to offer client’s products in the designated Amazon marketplace(s) in an associated Service Order, or retailers suspected to be an Unauthorized Amazon Seller; (3) contradicting the notices ENDEAVOR INDUSTRIES issues to Unauthorized Amazon Sellers as part of a seller management campaign; (4) making changes to Amazon Marketplace pages representing Merchant’s Products; (5) addressing the support cases that ENDEAVOR INDUSTRIES submits in connection with Merchant’s Amazon Account; (6) making changes to ENDEAVOR INDUSTRIES managed Amazon advertising campaigns; (7) separately initiating an advertising campaign; (8) attempting to decipher, decompile, reverse engineer or otherwise discover the methodology of the business process or source code of the software that make up the Services.
Merchant agrees that it will protect and preserve the confidentiality of the proprietary information that ENDEAVOR INDUSTRIES shares with Merchant, which may or may not be designated confidential, including the terms of this Agreement, the scope of services provided, the business processes and software features used in providing the Services, and other information.
Termination
If Merchant chooses to terminate fulfillment with ENDEAVOR INDUSTRIES, merchant must give thirty (30) days’ notice in writing. ENDEAVOR INDUSTRIES will use its best efforts to palletize all on-hand Merchant inventory within thirty (30) days of notice (“the Removal Period”). ENDEAVOR INDUSTRIES has no obligation to palletize or aggregate on-hand merchant inventory during peak season (November 1 – January 15). The thirty (30) day Removal period will cease during peak season. (e.g., If notice is given October 31st, the 30-day removal period will not start until January 16th) Merchant will be charged the current ‘per man hour’ rate for all labor associated with removal in addition to shipping and forwarding costs. All such fees shall be paid in full prior to the release of product/inventory from the ENDEAVOR INDUSTRIES warehouse.
ENDEAVOR INDUSTRIES reserves the right to terminate fulfillment services for Merchants at any time. ENDEAVOR INDUSTRIES will charge the current ‘per man hour’ rate for all labor associated with removal upon termination of services in addition to shipping and forwarding costs. All such fees shall be paid in full prior to the release of product/inventory from the ENDEAVOR INDUSTRIES warehouse.
ENDEAVOR INDUSTRIES reserves the right to; (1) stop receiving merchant inventory; (2) dispose/donate inventory if Merchant’s account remains unpaid for thirty days; (3) not start the removal process if merchant has an outstanding debt to ENDEAVOR INDUSTRIES or does not have a valid credit card and ACH bank account information on file; (4) and/or remove the product if it is in violation of the Terms herein or violates any local or federal law.
The disposal fee shall be $50 per pallet, with a $50 minimum estimated at ENDEAVOR INDUSTRIES’ discretion. This includes labor charges. Depending on the amount of inventory being disposed of, if a dumpster is required to be ordered, an additional dumpster fee applies. Individual item returns from the end customer are not charged a disposal fee unless the number of items equates to a pallet of product.
Risk of Loss and Insurance
Merchant hereby agrees, that other than Retail Operations Services defined herein, at no time during the period that Products are held by ENDEAVOR INDUSTRIES Fulfillment Network as Inventory will ENDEAVOR INDUSTRIES or the Network hold title, or any other rights of ownership in the Inventory. Title in the Inventory will continue to be held by Merchant, until such time as the Products are delivered to the End-User.
Merchant hereby agrees that at no time during the period that Products are held by the Fulfillment Network as Inventory in the Wearhouse, other than Retail Operations Services defined herein, will ENDEAVOR INDUSTRIES or the Fulfillment Network carry the risk of loss in the inventory. Risk of Loss in Inventory will continue to be held by Merchant until such time as the Products are delivered to the End-User.
Merchant hereby agrees that it is Merchant’s responsibility, at all times, to maintain an insurance policy that covers the cost of the Products held in Inventory. Merchant has the option of adding a Fulfillment Network warehouse as a designated storage location to Merchant’s general inventory policy.
Merchant acknowledges that the Goods stored or warehoused by ENDEAVOR INDUSTRIES Fulfilment Network are not insured against loss or damage by ENDEAVOR INDUSTRIES or the Fulfilment Network, and Merchant shall be solely responsible for obtaining insurance coverage for the Goods.
Merchant agrees that ENDEAVOR INDUSTRIES’ and the Fulfillment Network’s liability for any damage caused to the Goods, which shall be measured by the original purchase invoice from the manufacturer/supplier. ENDEAVOR INDUSTRIES shall not be liable for loss or damage to the goods unless the loss or damage was directly caused by ENDEAVOR INDUSTRIES’ gross negligence or willful misconduct.
Merchant can choose not to insure its inventory. In any event, ENDEAVOR INDUSTRIES and the Fulfilment Network will, under no circumstances, be liable for any loss or damage to the inventory stored. Merchant agrees that by selling, storing, and distributing Merchant products they are not in violation of any local, state, or federal law.
Disclaimers
MANY JURISDICTIONS HAVE LAWS PROTECTING CONSUMERS AND OTHER CONTRACT PARTIES, LIMITING THEIR ABILITY TO WAIVE CERTAIN RIGHTS AND RESPONSIBILITIES. WE RESPECT SUCH LAWS; NOTHING HEREIN SHALL WAIVE RIGHTS OR RESPONSIBILITIES THAT CANNOT BE WAIVED.
To the extent permitted by law: (1) we make no promise as to ENDEAVOR INDUSTRIES, its completeness, accuracy, availability, timeliness, propriety, security or reliability; (2) your access and use are at your own risk, and ENDEAVOR INDUSTRIES is provided “AS IS” and “AS AVAILABLE”; (3) we are not liable for any harm resulting from (a) user content; (b) user conduct, e.g. illegal conduct; (c) your ENDEAVOR INDUSTRIES use; or (d) our representations; (4) WE AND OUR OFFICERS, MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES (“ENDEAVOR INDUSTRIES ENTITIES”), DISCLAIM ALL WARRANTIES & CONDITIONS, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (5) ENDEAVOR INDUSTRIES ENTITIES ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS (E.G. OF PROFIT, REVENUE, DATA, OR GOODWILL); (6) ENDEAVOR INDUSTRIES is not responsible for lack of user enjoyment, or product or website downtime.
You agree that all the information provided through this Website, and everything included in this Website is for informational purposes only. You understand that ENDEAVOR INDUSTRIES cannot warrant or guarantee the content posted by its members. You also agree not to hold anyone connected with this Website responsible for any consequences arising from answers or information provided through this Website.
When using the website, information will be transmitted over a medium which is beyond the control and jurisdiction of ENDEAVOR INDUSTRIES. Accordingly, ENDEAVOR INDUSTRIES assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the website.
You also agree not to hold anyone connected with these Services responsible for any consequences arising from answers or information provided through this Website. You agree to indemnify, defend and hold harmless ENDEAVOR INDUSTRIES and its parent, subsidiaries, affiliates or any related companies (including those which are substantially common ownership), its suppliers, licensors and partners, and the officers, directors, employees, contractors, agents, attorneys, and representatives of any of them form any and all claims, losses, obligations, damages, liabilities, costs or debts and expenses (including attorney’s fees and costs) arising out of, related to or which may arise from (i) your use or misuse of the website; (ii) your breach or other violation of this Agreement including any representations, warranties and covenants herein; or (iii) your violation of the rights of any other person or entity. ENDEAVOR INDUSTRIES reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify, defend or hold us harmless, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of ENDEAVOR INDUSTRIES. ENDEAVOR INDUSTRIES will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
The total liability to you for any damages (regardless of the foundation for the action) shall not exceed in the aggregate, the amount of fees actually paid by you to us during the month immediately preceding the act allegedly giving rise to our liability.
The website and the content are provided on an “as is” basis. ENDEAVOR INDUSTRIES, ITS LICENSORS, AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. Specifically, ENDEAVOR INDUSTRIES, its licensors, and its suppliers make no representations or warranties about the accuracy, reliability, completeness and currentness of information contained on the website, or communications provided on or through the use of the website. ENDEAVOR INDUSTRIES will solely control the website and all features and functionality thereof and will have the right to modify, change, or amend the same at all times, in its sole discretion. ENDEAVOR INDUSTRIES reserves the right to exercise whatever lawful means it deems necessary to prevent or rectify unauthorized use (including the distribution of unauthorized content) on the website including, but not limited to, technological barriers, IP mapping, directly contacting your Internet Service Provider (ISP) regarding such unauthorized use and seeking legal action against you. ENDEAVOR INDUSTRIES reserves the right to remove or delete any item, product or link from the website at any time, in its sole discretion, for any reason or for no reason, and without notice to you. If ENDEAVOR INDUSTRIES removes or deletes any item, product, or link that you have purchased or used as a subscriber, ENDEAVOR INDUSTRIES reserves the right to revoke your purchase or use. If this occurs, ENDEAVOR INDUSTRIES may elect at ENDEAVOR INDUSTRIES’ sole discretion, to provide a refund to you. ENDEAVOR INDUSTRIES subscribers who download or gain access to any item, product, or link will not be entitled to any refund. If ENDEAVOR INDUSTRIES removes any item, product or link you have purchased, ENDEAVOR INDUSTRIES may elect, at ENDEAVOR INDUSTRIES’ sole discretion to provide you a limited window of time during which you may download such removed item, product or link.
ENDEAVOR INDUSTRIES reserves the right to decline to make any item, product or link available on the ENDEAVOR INDUSTRIES website and retains the right to remove any item, product or link made available to subscribers for any reason or no reason at all, in its sole discretion.
This website may be linked to other websites which are not maintained by ENDEAVOR INDUSTRIES. ENDEAVOR INDUSTRIES is not responsible for the content of those websites. The inclusion of any link to such websites does not imply approval of or endorsement by ENDEAVOR INDUSTRIES of the website or the content thereof.
ENDEAVOR INDUSTRIES may freely assign this Agreement at any time without notice to you. You may not transfer, sell or assign your rights or obligation under this Agreement and any attempt to do so shall be void. Subject to the foregoing, this Agreement inures to the benefit of and shall be binding on the parties’ permitted assignees, transferees and successors.
This agreement, including all agreements and Guidelines incorporated by reference herein, sets forth the entire agreement and understanding of the parties with respect to the parties with respect to the subject matter hereto, and supersedes all prior and contemporaneous agreements relating thereto, written or oral, between the parties.
Section or paragraph headings used in this Agreement are for reference purposes only and may not be used in the interpretation hereof.
In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement: (i) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect.
A waiver of any provision of this Agreement will only be valid if provided in writing and will only be applicable to the specific incident and occurrence so waived. The failure by either party to insist upon the strict performance of this Agreement, or to exercise any term hereof, will not act as a waiver of any right, promise or term, which will continue in full force and effect.
Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any ENDEAVOR INDUSTRIES Affiliate shall be deemed legally binding on any ENDEAVOR INDUSTRIES Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of ENDEAVOR INDUSTRIES.
Upon Termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, sections regarding proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and damages and all general provisions shall survive any termination of these Terms.
Definitions
Agreement. Means these Conditions of Use, Terms and Disclaimers and all materials referred or linked to in this document.
Retail Operations Services. Means the relationship between the Merchant and ENDEAVOR INDUSTRIES where the Merchant is wholesaling its products to ENDEAVOR INDUSTRIES and ENDEAVOR INDUSTRIES is earning a margin from the Retail sale of the products.
Retail Margin. Means the difference between the price that ENDEAVOR INDUSTRIES pays to acquire a product and the price it sells that item to customers.
Services. Means certain ecommerce solutions and other fulfillment and Account Management services provided by ENDEAVOR INDUSTRIES.
Third-Party Sites. Means third-party websites linked from within the Subscription Service, including Communications Services.
Unauthorized Amazon Seller. Means any third-party reseller or distributor who sells a brand’s items without authorization.
We, Us or Our. Means ENDEAVOR INDUSTRIES.
You, Your, or Merchant. Means the person or entity using the Service or Services, and the individual or entity identified in the applicable billing statement, Order Form, or Statement of Work, as the customer.
Questions
Questions regarding these Conditions of Use, Terms and Disclaimers should be sent to info@endeavorinds.com or by mail at 4232 Charter Ave, Oklahoma City, OK 73108.