Wholesaler Membership Program Agreement
This Membership Agreement is entered into between Client (hereinafter “Wholesaler”, “Member”, or “You”) and InstantBoss, a Texas limited liability company.
- Purpose of Agreement
For an annual fee, InstantBoss shall make membership and promotional services available to You through the InstantBoss Wholesaler Membership Program, as described herein.
- Membership Services
Upon payment of an annual fee or initial payment of our payment plan, you shall receive the following services from InstantBoss, subject to the terms described below:
- The opportunity to post promotional content for your wholesale business in the InstantBoss Facebook Group up to once per day, including a link to your website, wholesale Facebook group, or any outside wholesale platforms (for example: fashiongo, faire, etc).
- Wholesaler may not promote multiple wholesale businesses without purchasing a separate membership for each business.
- Wholesaler may encourage its customers to post their reviews in the InstantBoss Facebook Group. These reviews shall not count toward Wholesaler’s once a day promotions.
- All posts are set to be “preapproved”. Wholesaler does not need to wait for an administrator to approve its posts to the group. Posts will appear immediately in the InstantBoss Facebook Group.
- Access to InstantBoss’s full dashboard of membership tools including its Wholesale Handbook, with tips for posting on social media as a wholesaler, The Wholesale Engagement Library including photos for use on social media, Canva templates to use in the InstantBoss Facebook group, posting ideas, a Digital Wholesale Planner, and more.
- Membership Fees
By purchasing an annual membership, you agree to pay a recurring annual fee of $800-$1650 If you select our monthly plan, the payments shall be due every 30 days beginning on the date of your first payment. Upon InstantBoss’s receipt of your first payment, you are permitted to begin posting in the InstantBoss Facebook group and will be granted access to member resources.
You must provide accurate and up-to-date billing and credit card information. By making a purchase, you consent to InstantBoss authorizing your credit card, debit card, bank account, or any other payment form provided to process the full payment of fees and applicable taxes, through our third-party payment processor.
If your payment method is declined and your payment is late, your account will be marked as late or delinquent and your membership will be revoked 10 days after your payment method is declined. Once your access is revoked, you will no longer be permitted to join the membership on a payment plan and must pay the full remaining annual fee before your membership and ability to post promotional material in the InstantBoss Facebook group will be reinstated.
If your billing information changes or your account or credit card is lost, stolen, or compromised, you must promptly inform us. We reserve the right to report any accounts that have a delinquent unpaid balance for more than 60 days to a collection agency and credit reporting bureau.
- No Refunds or Cancellations
Membership to the InstantBoss Wholesaler Membership Program is obtained through the payment of a recurring annual fee or a payment plan consisting of 12 payments. These payments are non-refundable. If you choose to no longer participate in the InstantBoss Wholesaler Membership Program at any time after joining, your one-time annual fee will not be refunded, and any outstanding payments shall continue to be due according to the existing payment schedule. No past payments will be refunded and your obligation to pay any outstanding future payments shall remain in effect.
If, for any reason, we receive more than 5 complaints about your wholesale business from customers, you will be removed and blocked from the InstantBoss Facebook Group and you will not be issued a refund. In such case, if you selected a payment plan and have any remaining payments due, you shall be responsible for making those payments on time, even if you have been removed from the group.
InstantBoss also reserves the right to remove without refund any paid member if it determines in its sole discretion that your removal is in the best interest of the group or necessary for the protection of InstantBoss’s reputation. If Facebook removes or limits in any way the group, there will be no refunds of any kind.
- Purchaser Rights, Conduct, and Limitations
If you are under 18, you must obtain parental consent to join the InstantBoss Wholesaler Membership Program. In our sole discretion, we reserve the right to refuse service, remove or edit content, and terminate your membership.
You hereby acknowledge and agree that the terms of this Agreement are supported by reasonable, adequate, and valuable consideration of your payment of membership fees.
You agree not to post content that infringes on the trademark, copyright, or propriety of any third-party.
You agree not to post any content that is obscene, defamatory, pornographic, sexually explicit, promotes violence, contains hate speech, or invades the privacy of another.
You agree not to post any promotional content in the InstantBoss Facebook group more than once per day.
You acknowledge and agree that InstantBoss, in its sole discretion, may remove any content it deems to violate these Terms or otherwise constitute a criminal offense, fraud, or potentially create civil liability.
In the event of third-party legal action against you arising from or relating to your posts in the InstantBoss Facebook group, including but not limited to allegations of trademark or copyright infringement, you agree to hold harmless and indemnify InstantBoss from any related claims or actions.
In the InstantBoss Facebook Group, you may not transmit or post any information which infringes on another party’s intellectual property, invades the privacy of another, or in any other way causes injury to another individual. Any violation of these terms may result in an immediate termination of your membership in the InstantBoss Wholesaler Membership Program and removal from the InstantBoss Facebook Group.
We reserve the right to edit and remove any content generated by or involving you in the InstantBoss Facebook Group. We assume no responsibility or liability for any content sent or posted by you or any other person.
- Intellectual Property Rights and Limited License
You may not use any trademarks, service marks, logos, or graphics owned by InstantBoss, unless you otherwise receive express permission from InstantBoss in writing.
Our Limited License to You
By joining the InstantBoss Wholesaler Membership Program, InstantBoss grants you a limited, non-transferrable, revocable license to utilize certain templates and photographs for your posts within the InstantBoss Facebook Group. You may use this content subject to a limited, non-transferrable, revocable license for creating posts in the InstantBoss Facebook Group only.
This license is granted for use by one business only. If you would like to post for another business, you must purchase a separate membership.
You are prohibited from reselling or distributing such material. No other use of our content is permitted without the express written consent of InstantBoss.
If you violate any portion of these terms, you must destroy any copies you made of our content immediately and your membership shall be terminated. We reserve the right to take any and all appropriate legal action against infringement upon our intellectual property rights.
- Technology Disclaimer
By joining the InstantBoss Wholesaler Membership Program, you acknowledge, understand, and agree that InstantBoss makes no representations, warranties, or guarantees regarding your ability to access or use the InstantBoss Facebook Group.
You further understand and agree that InstantBoss shall not be liable to you for any loss, damage, inconvenience, or interruption to your business caused by your inability to access the InstantBoss Facebook Group due to an interruption of service or any other technological problem.
- Financial Disclaimer
InstantBoss makes no guarantees or financial claims of any kind regarding any potential income you may earn or generate by joining the InstantBoss Wholesaler Membership Program, posting in the InstantBoss Facebook Group, or using any of our resources.
- Assignment
You may not assign your rights under this Agreement without our express written consent. If you sell your business and the new owner wishes to continue your membership services, you must inform InstantBoss of this change.
- Force Majeure
Neither party shall be liable for any delay or failure to fulfill its obligations under this Agreement if the delay or failure is caused by forces beyond its reasonable control, including without limitation natural and nuclear disasters, fire, flood, riot, war (declared and undeclared), acts of terrorism, revolution, embargoes, strikes, work stoppages, civil or military disturbances, loss of communication or computer services, or acts of God. In any such event, the party shall be relieved of any and all obligations under this Agreement during the applicable Force Majeure and resume performance of its obligations under this Agreement as soon as reasonably practicable.
- Disclaimer of Warranties; Limitation of Liability
THE INSTANTBOSS WHOLESALER MEMBERSHIP PROGRAM AND ANY CONTENT CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE RESERVE THE RIGHT TO MAKE CHANGES, ADDITIONS, CORRECTIONS, AND IMPROVEMENTS TO THE PROGRAM AT ANY TIME WITHOUT NOTICE. WE MAKE NO REPRESENTATIONS OR GUARANTEES OF THE ACCURACY OF ANY INFORMATION ON THIS WEBSITE. WE ARE NOT RESPONSIBLE FOR ANY TECHNICAL, TYPOGRAPHICAL, OR PRICING ERRORS REGARDING THE INSTANTBOSS WHOLESALER MEMBERSHIP PROGRAM EXCEPT AS REQUIRED BY LAW.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, INSTANTBOSS DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNTIVE, OR CONSEQUENCIAL DAMAGES, LOSSES OR EXPENSES, INCLUDING LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS DISRUPTION, THROUGH ANY ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATED TO YOUR USE OF MEMBERSHIP SERVICES, CONTENT, AND THE INSTANTBOSS FACEBOOK GROUP. IN ANY AND ALL CIRCUMSTANCES, YOUR MAXIMUM REMEMDY AND THE MAXIMUM LIABILITY OF INSTANTBOSS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE FEES YOU HAVE PAID TO US IN CONNECTION WITH ANY PURCHASES MADE DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENTS GIVING RISE TO YOUR CLAIM.
- Indemnification
BY JOINING THE INSTANTBOSS WHOLESALER MEMBERSHIP PROGRAM, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS INSTANTBOSS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, EXPENSES, LIABILITIES, CAUSES OF ACTION, AND/OR CLAIMS ARISING OUT OF OR RELATED TO YOUR BREACH OF THESE TERMS, OR YOUR VIOLATION OF THIRD PARTY RIGHTS, INCLUDING BUT NOT LIMITED TO TRADEMARK OR COPYRIGHT INFRINGEMENT.
- Termination
Any violation of this Agreement may lead to termination of your membership and/or appropriate legal action.
- Governing Law and Jurisdiction
The terms of this Agreement will be governed by the laws of Texas. The state and federal courts located in Texas will have exclusive jurisdiction over any case or controversy arising from or relating to this Agreement, use of Membership Site, or any products or services provided by InstantBoss or disputes arising out of or relating to your membership.
You hereby unconditionally and irrevocably consent to the personal and subject matter jurisdiction of the federal and state courts of the State of Texas for purposes of any claim or action arising out of or relating to these Terms and waive any defense of forum non conveniens. Through your access and use of the Membership Site, you are deemed to have knowingly and voluntarily waived any right to a trial by jury in any case or controversy related to this Agreement, use of the Membership, or any related products or services.
- Dispute Resolution
If a dispute arises from or relating to this Agreement and the Parties are unable to settle the dispute through direct communication, the Parties agree to first try to settle the dispute by mediation with the help of a mutually agreed upon mediator in Texas. The Parties shall share any costs and fees related to the mediation equally, other than attorney fees.
- BINDING ARBITRATION
IF MEDIATION DOES NOT RESOLVE A CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PARTIES AGREE THAT ANY UNRESOLVED CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) PURSUANT TO ITS COMMERCIAL ARBITRATION RULE AND ANY JUDGMENT RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
- Miscellaneous
Any failure by us to act on or enforce any provision contained within these Terms shall not constitute or be construed as a waiver of the provision or any other provision contained within these Terms. To be effective, a waiver of any provision contained within these Terms must be made by us in a signed, written agreement and no such waiver shall constitute a waiver of any other provision within these Terms besides the provision expressly waived in that signed writing.
The section headings contained within these Terms shall not be given any legal meaning or significance and are provided simply for convenience.
- Severance
If any provision of this Agreement is found unenforceable, illegal or invalid, it shall not affect any other provisions of this Agreement.
- Complete Understanding
This Agreement supersedes any prior agreement, communication, or representations between you and InstantBoss and constitute a complete and final agreement regarding your purchase of a membership.
- Acknowledgement
You acknowledge upon payment to our website terms of service. You have the right to have this Agreement reviewed by an attorney.