Overview and Acceptance of Use

Welcome to Phoenix Distribution Inc. Phoenix Distribution Inc. (“Phoenix Distribution Inc.”) operates a curated wholesale online marketplace that connects brands with retailers through its websites (collectively, the “Site”). In these Terms of Service (“Terms”), the terms “Phoenix Distribution Inc.,” “we,” “us,” and “our” refer to Phoenix Distribution Inc., while “you” and “your” refer to any visitor to the Site, including any Member (as defined below).

These Terms govern your access to and use of the Services and Collective Content (as defined below) and constitute a legally binding agreement between you and Phoenix Distribution Inc.

Please review these Terms carefully, together with our Privacy Policy, Retailer Terms of Service, and Brand Terms of Service, all of which are incorporated herein by reference and govern your use of the Services. The Services are available only to individuals who are 18 years of age or older. By accessing or using the Services, you represent and warrant that you meet the legal requirements to enter into a binding agreement with Phoenix Distribution Inc.

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In that case, “you” and “your” refer to the entity.

BY ACCESSING OR USING THE SERVICES (INCLUDING DOWNLOADING, UPLOADING, OR POSTING CONTENT), YOU AGREE TO BE BOUND BY THESE TERMS AND ALL INCORPORATED POLICIES. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE SERVICES OR ANY COLLECTIVE CONTENT.

THESE TERMS REQUIRE INDIVIDUAL ARBITRATION AND WAIVE THE RIGHT TO JURY TRIALS OR CLASS ACTIONS. REMEDIES MAY BE LIMITED. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE AND AGREE TO THE ARBITRATION PROVISION DESCRIBED IN SECTION 26.

Modification of Terms and Services

Phoenix Distribution Inc. reserves the right, at its sole discretion, to modify, suspend, discontinue, or terminate the Services or any content, feature, or material at any time without prior notice. We are under no obligation to update any information and shall not be liable if all or any part of the Services is unavailable for any period.

We may also revise these Terms from time to time. Any changes will be posted on the Site or otherwise communicated. Your continued use of the Services following such changes constitutes acceptance of the revised Terms. If you do not agree to the modified Terms, you must discontinue use of the Services.

Account Registration

Certain features of the Services require registration and the creation of an account (“Account”). During registration, you must provide accurate, current, and complete information and maintain its accuracy.

All information provided is subject to our Privacy Policy, and by registering, you consent to our collection and use of your information as described therein.

Phoenix Distribution Inc. reserves the right to suspend or terminate your Account if any information provided is inaccurate, outdated, or incomplete.

You are solely responsible for maintaining the confidentiality of your login credentials and for all activities conducted under your Account. You agree to notify us immediately of any unauthorized access or use.

We reserve the right to disable or revoke any username, password, or identifier at our discretion, including for violations of these Terms.

Ownership and Intellectual Property

The Services and all Collective Content are protected under U.S. and international intellectual property laws. Except for Member Content, all rights, title, and interest in the Services and Collective Content belong exclusively to Phoenix Distribution Inc., its licensors, or other content providers.

Phoenix Distribution Inc. owns all trademarks, service marks, trade names, logos, and branding appearing on the Services, including the Phoenix Distribution Inc. name and logo. Unauthorized use of these marks is strictly prohibited.

No licenses are granted except as expressly stated in these Terms.

License Granted by Phoenix Distribution Inc.

Phoenix Distribution Inc. grants you:

(a) A limited, non-exclusive, non-transferable, revocable license to access and use the Services solely in accordance with these Terms; and
(b) A limited license to download and install the Application (if applicable) solely for personal or business use of the Services.

Restrictions

You may not:

• Sell, license, distribute, or commercially exploit the Services or Collective Content
• Copy, modify, reverse engineer, create derivative works from, or redistribute content
• Bypass or interfere with security, access controls, or system integrity

Any violation will result in immediate termination of your rights under these Terms.

License Granted by Members

By submitting Member Content, you grant Phoenix Distribution Inc. a worldwide, perpetual, royalty-free, transferable, and sublicensable license to use, reproduce, modify, display, distribute, and promote such content in connection with the Services.

You retain ownership of your Member Content but are solely responsible for its legality, accuracy, and compliance.

You represent that your content does not infringe third-party rights and does not contain unlawful, misleading, defamatory, or malicious material.

Feedback

Any feedback you provide grants Phoenix Distribution Inc. a perpetual, irrevocable, royalty-free license to use and exploit such feedback for any purpose.

Intellectual Property Infringement (DMCA)

Phoenix Distribution Inc. respects intellectual property rights and will terminate accounts of users who repeatedly infringe upon the rights of others.

Information Collection

All personal data collected through the Services is governed by our Privacy Policy.

Termination

Phoenix Distribution Inc. may suspend or terminate your Account or access to the Services at any time for violations of these Terms. You remain responsible for all outstanding obligations.

You may request account cancellation at any time by contacting us.

Disclaimers

The Services are provided “as is” without warranties of any kind. Phoenix Distribution Inc. does not guarantee uninterrupted or error-free service.

Indemnification

You agree to indemnify and hold harmless Phoenix Distribution Inc. and its affiliates from any claims arising from your use of the Services or violation of these Terms.

Limitation of Liability

Phoenix Distribution Inc. shall not be liable for indirect, incidental, or consequential damages arising from your use of the Services.

Governing Law and Jurisdiction

These Terms are governed by the laws of the State of California, with exclusive jurisdiction in state or federal courts located in California.

Export Control

You agree to comply with all applicable U.S. export laws and regulations.

Assignment

You may not assign these Terms without written consent. Phoenix Distribution Inc. may assign these Terms freely.

Notices

Notices may be delivered via email or posted on the Site. Email notices are effective upon transmission.

Contact Us

For questions regarding these Terms, contact:

Phoenix Distribution Inc.
📧 sales@phoenixdistributioninc.com