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Terms Of Service

Last Updated: December 27, 2024

Welcome to Pax Distribution LLC (“Pax Distribution,” “we,” “us,” or “our”). These Terms of Service (“Terms”) govern your access to and use of our website at www.paxdistribution.com (the “Website”) and the services we provide.

By accessing or using our Website, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Website or services.

1. Definitions

For the purposes of these Terms:

2. Acceptance of Terms

By using our Website, you represent and warrant that:

3. Use of Website

3.1 Permitted Use

You may use our Website for lawful purposes only, including:

3.2 Prohibited Use

You agree not to:

4. Privacy Policy

Your use of our Website is also governed by our Privacy Policy, available at www.paxdistribution.com/privacy-policy. By using our Website, you consent to the collection, use, and disclosure of your information as described in our Privacy Policy.

5. Intellectual Property Rights

5.1 Our Intellectual Property

All content on the Website, including but not limited to text, graphics, logos, images, videos, software, and design elements, is the property of Pax Distribution LLC or its licensors and is protected by United States and international copyright, trademark, and other intellectual property laws.

The Pax Distribution name, logo, and all related marks are trademarks of Pax Distribution LLC. You may not use these trademarks without our prior written consent.

5.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Website for personal, non-commercial purposes. This license does not include:

5.3 Partner-Created Content

For Brand Partners: Any content we create on your behalf (including Amazon listings, A+ content, images, brand stores, etc.) remains your intellectual property. Upon termination of our partnership, you retain ownership of all created assets, subject to the terms of our wholesale agreement.

6. Links to Third-Party Websites

Our Website may contain links to third-party websites or services that are not owned or controlled by Pax Distribution. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services.

You acknowledge and agree that Pax Distribution shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with the use of or reliance on any such third-party content, goods, or services.

We strongly advise you to read the terms of service and privacy policies of any third-party websites you visit.

7. Disclaimer of Warranties

THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the maximum extent permitted by applicable law, Pax Distribution disclaims all warranties, including but not limited to:

We do not guarantee any specific results from our services. Past performance and case studies do not guarantee future results.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAX DISTRIBUTION SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH:

This limitation applies regardless of the legal theory on which the claim is based (contract, tort, negligence, strict liability, or otherwise), even if we have been advised of the possibility of such damages.

In jurisdictions that do not allow the exclusion or limitation of certain damages, our liability shall be limited to the maximum extent permitted by law. In no event shall our total liability exceed the amount you paid us, if any, for accessing the Website.

9. Indemnification

You agree to indemnify, defend, and hold harmless Pax Distribution, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or in connection with:

10. Governing Law and Jurisdiction

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

Any disputes arising out of or relating to these Terms or your use of the Website shall be resolved exclusively in the state or federal courts located in [County], [State]. You consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

11. Dispute Resolution

11.1 Informal Resolution

If you have any concerns or disputes regarding our Website or services, you agree to first attempt to resolve the dispute informally by contacting us at legal@paxdistribution.com. We will work in good faith to resolve the matter within 30 days.

11.2 Binding Arbitration

If we cannot resolve the dispute informally, any remaining dispute shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in [City, State], and the arbitrator’s decision shall be final and binding.

11.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

12. Modifications to Terms

We reserve the right to modify, amend, or update these Terms at any time at our sole discretion. If we make material changes, we will provide notice by:

Your continued use of the Website after such modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must discontinue use of the Website.

13. Termination

13.1 By You

You may stop using the Website at any time.

13.2 By Us

We reserve the right to suspend or terminate your access to the Website at any time, with or without notice, for any reason, including but not limited to:

13.3 Effect of Termination

Upon termination, your right to use the Website will immediately cease. Sections of these Terms that by their nature should survive termination shall survive, including but not limited to: Intellectual Property Rights, Disclaimer of Warranties, Limitation of Liability, Indemnification, and Governing Law.

14. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions shall continue in full force and effect.

15. Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

16. Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices or agreements published on the Website, constitute the entire agreement between you and Pax Distribution regarding your use of the Website and supersede all prior or contemporaneous understandings and agreements, whether written or oral.

17. Assignment

You may not assign, transfer, or delegate any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

18. No Third-Party Beneficiaries

These Terms are for the benefit of Pax Distribution and you, and are not intended to confer any rights or benefits upon any third party.

19. Force Majeure

Pax Distribution shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, natural disasters, pandemics, government actions, internet outages, or failures of third-party services.

20. Notice

Notices to you may be made via email or regular mail. The Website may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Website.

21. Amazon Marketplace Compliance

21.1 Amazon Service Provider Status

Pax Distribution operates as an authorized Amazon seller and service provider. Our wholesale distribution services include management of Amazon seller accounts on behalf of our Brand Partners.

21.2 Policy Compliance

We operate in strict compliance with:

21.3 Trademark Usage

Any use of Amazon trademarks, logos, or branding on our Website complies with Amazon’s Trademark Usage Guidelines. We do not claim any affiliation, partnership, or endorsement by Amazon beyond our status as an authorized seller and service provider.

21.4 Partner Obligations

Brand Partners acknowledge that their products sold through our wholesale arrangement must comply with all Amazon policies, including but not limited to product safety requirements, restricted product policies, and intellectual property guidelines.

21.5 Changes to Amazon Policies

Amazon’s policies may change from time to time. We reserve the right to modify our services and these Terms to maintain compliance with updated Amazon requirements.

22. United States Legal Compliance

You represent and warrant that:

23. Children’s Privacy

Our Website is not intended for individuals under the age of 18. We do not knowingly collect personal information from children. If you are under 18, please do not use our Website or provide any information to us.

24. Contact Information

If you have questions, concerns, or feedback regarding these Terms, please contact us:

Pax Distribution LLC
Email: legal@paxdistribution.com
Mailing Address: 818 S Minnesota Ave Saint Peter, MN 56082

25. Acknowledgment

BY USING OUR WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

This Terms of Service agreement is effective as of the date listed above and governs your access to and use of the Pax Distribution website and services.