These Terms affect your rights, so please read them carefully. Subject to these Terms, Cautop will use commercially reasonable efforts to provide to you the Services and commercially reasonable technical support via Cautop's website and/or mobile applications available on various platforms in accordance with Cautop's standard practices."

1. Acceptance of terms and Conditions; License

By using the Services, you are expressing your acceptance of and willingness to be legally bound by these Terms, as amended from time to time. Your use of a particular Cautop webpage included within the Cautop website may also be subject to additional terms outlined elsewhere on such webpage. You may not use the Services without accepting these Terms. Individuals must be 18 years of age or older to use the Services, or, if under 18, be at least 13 years old and have the consent and active involvement of a parent or legal guardian. If you are agreeing to these Terms on behalf of a legal entity, you represent to Cautop that you have the authority to bind such entity and its affiliates to these terms. In such, case the term “you” or “your” as used herein will also refer to such entity and its affiliates. Subject to your compliance with these Terms, Cautop grants you a personal, limited, non-exclusive, non- transferable, non-sublicensable, revocable license to access and use the Services during the term of your Membership.

2. Changes to Terms and Conditions

Cautop may, from time to time and in its sole and absolute discretion, amend or modify these Terms with or without notice to you; provided that Cautop will use commercially reasonable efforts to give you at least 14 days’ prior notice on Cautop's website or via email of any such amendment or modification. The most current version of these Terms will supersede all previous versions, and your use or continued use of the Services will constitute your acceptance of and willingness to be bound by such version of these Terms. The most current version of these Terms may be viewed at any time by clicking on the “Terms of Use” link at the bottom of Cautop's website.

3. Your Information and Content

As part of the Membership registration process (including free trials, as described below), you will be required to provide certain personal identifying and financial information in connection with your Cautop account. You may also add additional personal information to your account profile at your discretion (such information is not required to use the Services but may improve the user experience). All information you provide to Cautop, directly or indirectly, is subject to Cautop's Privacy Policy, which policy you agree to by your use of the Services, so please review it carefully to understand Cautop's privacy practices.

Subject to Cautop's Privacy Policy, Cautop is free to use any comments, information, ideas, concepts, reviews, and/or techniques provided by you to Cautop or its affiliates (e.g., via communications or questionnaires directly with Cautop or post or comments made on Cautop's website), directly or indirectly (collectively, “User Content”), without any form of compensation, acknowledgment or payment to you.

Notwithstanding anything to the contrary, Cautop shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning your User Content and data derived therefrom), and Cautop will be free (during and after the term hereof) to (a) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Cautop offerings, and (b) disclose such data solely in aggregate or another de-identified form in connection with its business. In furtherance of the foregoing, if you provide any suggestions, enhancement requests, recommendations, comments, or other feedback relating to the Services to Cautop, you agree that Cautop and its affiliates may freely use, reproduce, license, distribute, and otherwise commercialize the feedback in connection with the Services and/or for any other lawful purpose, on a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual basis. Cautop will not be obligated to implement any feedback or correct any defects, bugs, or errors in the service identified in the feedback or otherwise.

In addition to the foregoing, you hereby also grant to Cautop a nonexclusive, worldwide, transferable, sublicensable (to its subcontractors and service providers), irrevocable, royalty- free, fully paid-up license to access, use, display, reproduce, modify and process your User Content in accordance with these Terms and Cautop's Privacy Policy, as each it's amended from time to time.

4. Restrictions and Responsibilities

You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services; use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party, or remove any proprietary notices or labels.

Further, you may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms and will be prohibited except to the extent expressly permitted by the terms of these Terms.

You represent covenant and warrant that you will use the Services only in compliance with Cautop's standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Although Cautop has no obligation to monitor your use of the Services, Cautop may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords and files, and for all uses of your account or the Equipment with or without your knowledge or consent.

You are not permitted to (a) transfer or otherwise make the Services available to any third party; (b) provide any service based on the Services without our prior written permission; (c) post links to third-party sites or use their logo, company name, etc. without their prior written permission; or (d) use the Services for spamming and/or other illegal purposes.

You agree that you will not upload to the Services or create any content that depicts violence, nudity, partial nudity or is unlawful, sexually suggestive, pornographic, offensive, discriminatory, threatening, libelous, defamatory, obscene, or otherwise violates any third party’s rights, including intellectual property and/or privacy rights, or that otherwise violates these Terms.

5. Membership and billing

After registering for and “logging on” to your Cautop account, you can review and modify the specific details of your Membership status, purchases, and billing information at any time by clicking the “Pricing Plan” link in your Cautop account webpage. Without limiting the following, you agree to Cautop's Fees and Cancellations policy.

• Free Trials

  Cautop encourages the initial use of the Services through a “free trial” Membership. Free trials are only available to first-time users of the Services and cannot be combined with any other promotional offer. Only one (1) free trial may be redeemed by you or your affiliates (e.g., a retailer, such retailer’s organization, and its agents).

  In order to redeem a free trial offer, you must have Internet access. No charges will be made against your Payment Method until the end of the free trial period. The day you start your free trial (based on Mountain time) is considered “Day 1” of the trial, regardless of the time of day you register. Once the free trial has ended, you must have a valid form of the currently accepted payment method, which will be automatically billed the Membership price applicable to the Plan for which you were given a free trial.

• Membership Subscription

  Cautop offers a number of Membership subscription plans that may vary from time to time at the sole discretion of Cautop, including special promotional plans with variable pricing, subscription duration, and bundled products and services (collectively, each a “Plan”). A given Plan may not be available for your Membership at any given time, and Cautop is under no obligation to offer you the same Plan offered or subscribed to by another Cautop customer. Cautop reserves the right to modify, terminate or otherwise amend offered Plans. If a promotional Plan is made available to you during your free trial and you elect to upgrade to such a promotional Plan, you acknowledge that your free trial will terminate immediately upon submission of payment in respect of such a promotional Plan. To the extent third-party products and/or services are bundled with a Plan, Cautop explicitly disclaims any and all responsibility and liability with respect to such third-party products and services. For Cautop Memberships purchased over the phone: YOU, THE BUYER, MAY CANCEL THIS CONTRACT AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF THE TRANSACTION OR RECEIPT OF THE PRODUCT, WHICHEVER IS LATER. All requests must be in writing or email and must be postmarked or electronically date stamped within the cancellation period. All requests for cancellation must be sent via email to Customer Support or traditional mail to 3400 N Triumph Blvd #G40 Lehi, UT 84043.

• Billing

  Upon registering for your Membership and selecting an available Plan, your Payment Method will be charged an automatic recurring monthly, quarterly or yearly subscription fee applicable to your selected Plan, any applicable tax and any other charges you may incur in connection with your use of the Services (collectively, and as modified from time to time in the sole discretion of Cautop, the “Subscription Fee”). The Subscription Fee is charged on the monthly, quarterly or annual anniversary of the commencement of your Membership (or, if such date does not occur in a given month, the last day of the applicable month) automatically and without notice to you, unless and until either you cancel or Cautop terminates your Membership. You must cancel your Membership prior to the end of the then-current billing period to avoid being charged for the following billing period, and such amounts shall accrue regardless of the validity of your Payment Method. You can verify the date on which the next Subscription Fee will be charged at any time by clicking the “Billing Details” link in the “My Account” section of your Cautop account webpage.

  ALL FEES AND CHARGES (INCLUDING SUBSCRIPTION FEES) ARE NON-REFUNDABLE. Cautop reserves the right to modify Subscription Fees and any other fees and charges in effect, or add new fees and charges from time to time; provided that Cautop will give you advance notice of these changes by email or as a notification when you log in to the Cautop website. You are responsible for all taxes associated with your use of the Services and products purchased in connection therewith.

  It is your responsibility to maintain a current Payment Method on file. Payment Methods may be updated at any time by clicking the “Change Payment Method” button in the “Pricing Plan” section of your Cautop account page. If any charge to your Payment Method fails, then (a) you grant Cautop the right to re-attempt to process and bill your Payment Method for up to 180 days, and (b) you will be responsible to pay all fees and expenses (including collections fees) incurred by Cautop in connection with obtaining payment in full for all accrued but unpaid amounts. Any amounts overdue by more than 30 days shall accrue interest from the initial date of nonpayment at a rate per annum equal to the lesser of five percent (5%) and the highest rate allowed under applicable law. Without limiting the foregoing, Cautop may suspend or terminate your Membership and/or your Cautop account at any time without notice in connection with non-payment of Subscription Fees or any other amounts due to Cautop hereunder.

• Cancellations

  You may cancel your free trial or your paid membership at any time (a) on the Cautop website via your online cancellation button, (b) via email to Cautop's customer support, or (c) via online live chat with Customer Support.

  Cautop DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH PARTIAL-QUARTER OR YEAR SUBSCRIPTION PERIODS. Without limiting the foregoing, no refunds will be issued for the “Data Export” service.

  Cautop reserves the right to terminate your account for any or no reason with or without notice.

6. Account Access; Identity Protection

Subject to Cautop's Privacy Policy, in order to provide you with ease of access to your account, Cautop will place a cookie (a small text file) on any computer or device from which you access the Cautop website. When you revisit the Cautop website, this cookie will enable us to recognize you as a previous user or as the account holder and provide you with direct access to your account without requiring you to retype any password or other user identification.

You are responsible for updating and maintaining the truth and accuracy of the information you provide to us relating to your account. You are also responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and devices. You may not share your account with other people by providing them your password. However, if you decide to share your account with other people, you take full responsibility for their actions and liabilities that may arise therefrom. Users of public or shared computers should log out of the Cautop website at the completion of each visit.

If you discover that you are a victim of identity theft and that involves a Cautop account, you will notify Customer Support immediately. You should also report the identity theft to all of your credit card issuers, as well as your local law enforcement agency.

Cautop reserves the right to suspend and terminate your account at any time with or without notice if Cautop believes that such an account is involved in fraudulent activity. You are not entitled to any refund or other consideration in connection with the suspension of your account by Cautop for any reason.

7. Product Sales; Other Services

This section applies to you in your capacity as a purchaser of products from Suppliers (as defined below) using the Services, even if you are also a Supplier. Suppliers are subject to additional terms and conditions which are made available to them in connection with qualifying to offer products through the Services.

• Product and Venue Disclaimers

  The Services include a venue or marketplace to connect you and other retailers with suppliers of wholesale and bulk products (each, a “Supplier”). Although each Supplier is an authorized distributor of the products it sells and is authorized to use the Services to market and sell such products, Cautop does not represent and explicitly disclaims, that any particular product is suitable for resale by you or anyone else in any given circumstance or jurisdiction.

  You are solely responsible to ascertain a particular product’s (a) suitability for resale under your particular circumstances, no matter the resale venue you use (e.g., “brick & mortar” stores, an online store, online auctions, etc.), (b) lawfulness in the jurisdiction in which you desire to resell such product, (c) manufacturer terms and conditions (including, without limitation, applicable warranties and limitations on liability), and (d) applicable manufacturer policies or minimum advertised price restrictions.

  In addition, Cautop may in its discretion, at any time and for any or no reason, remove any product from the Services without notice to you or to the applicable Supplier(s).

• Contacting Suppliers

  Cautop will provide you with certain identifying information about Suppliers, including a Supplier’s trade name and brand(s), and may provide appropriate methods of contacting a Supplier from within the Services. Notwithstanding the foregoing, Cautop's agreement with a Supplier may restrict Cautop from allowing you to contact such Supplier directly. In such cases, Cautop will take reasonable steps to acquire requested information from a Supplier on your behalf.

  Regardless of whether you are permitted to contact a Supplier, and in Cautop's sole discretion, your account may be suspended or terminated if you or anyone on your behalf, contacts or attempts to contact a Supplier outside of the tools provided in the Services, if any, and/or attempts to establish a direct relationship with a Suppliers outside of the Services.

• Product Pricing

  Cautop reserves the right to modify and adjust product prices at any time and from time to time without notice or liability, including, without limitation, to correct pricing and typographical errors. You acknowledge that product prices fluctuate as a result of Supplier pricing changes and that Cautop has no control over any Supplier’s pricing, shipping and handling charge policies, and other charges and fees, which may result in continual and unpredictable product price changes at any time.

• Product Descriptions and Specifications

  You acknowledge that all product specifications and descriptions are provided solely by Suppliers and that Cautop is not responsible for the accuracy of all such information provided by Suppliers. Cautop makes no warranty, expressed or implied, with respect to the accuracy of such information. In addition, due to size, the volume of requests and resource constraints, “Data Exports” may not be current at all times and may be delayed or contain data that is older than what is displayed on Cautop's website.

  Supplier products and manufacturer names are listed for identification purposes only and in no way represent an endorsement of the applicable Supplier by such manufacturer. It is your responsibility to ensure that a product’s information is correct, authentic and aligns with the manufacturer’s official description and specifications. You further agree to promptly report to Cautop any incorrect and/or fraudulent product listings and identify the allegedly incorrect or fraudulent elements of such listing.

• Product Orders; Changes and Returns

  When purchasing any product from a Supplier using the Services, you agree that you are responsible for reading the entire product listing and, by completing the product order process, entering into a binding contract to purchase such product from such Supplier. Cautop is not responsible for losses or damages you may incur as a result of erroneous or misplaced product orders or typographical errors connected to any purchase or shipping information that you provide via the Services. It is your sole responsibility to verify the accuracy of each product order, including the actual item, pricing, shipping and/or handling costs and any other applicable terms prior to submitting an order. The foregoing applies universally regardless of the method of order placement (e.g., single orders, batch orders, APIs).

  Each Supplier determines its own return, replacement and refund policies applicable to the products you purchase from such Supplier and may modify those policies at any time. You are responsible for becoming familiar with each such policy prior to placing an order and agree to abide by such policies with respect to applicable orders. Failure to comply with any such policy may result in a rejected or reduced return, preplacement or refund. You can view a Supplier’s policies at any time by clicking the “Supplier Info” link in the “Products” section of Cautop's website.

  All payment for orders shall be made via your Payment Method or by wire transfer; provided that Cautop may limit or suspend wire transfers for orders over $2,000 or that Cautop deems, in its sole and absolute discretion, to have high fraud risk.

  Generally, once an order is placed, it cannot be modified or canceled. However, under certain circumstances and in the discretion of Cautop and, if applicable, the Supplier, certain orders may be modified or canceled; provided that you email Customer Support as soon as possible with a change or cancellation request. Cautop is not responsible for any losses or damages you may incur as a result of any approved or denied order modification or change request.

• Shipping and Handling

  Notwithstanding anything to the contrary, all product orders are eligible for shipment only within the continental United States, Alaska, and Hawaii. All orders must be placed with a residential or business shipping address (i.e., orders with P.O. Box, APO, or FPO shipping addresses will not be processed). Individual Suppliers may have additional shipping restrictions.

  You are responsible to pay the shipping and handling charges for all products purchased through the Services, even if you refuse or return a shipment. Odd-sized or excessively heavy items may require custom shipping cost calculations, in which event you will be required to approve such custom shipping arrangements prior to any such order shipping. Cautop is not responsible whatsoever for defective products, shipping errors, or damage to products in transit.

  Regardless of whether product specifications on Cautop's website provide published shipping weight, such weights are for informational purposes only and are not to be used for estimating or calculating shipping costs or your financial obligation with respect thereto. Please refer to the “Ship Cost” amount located on product web pages and your “Shipping Cart” to determine actual shipping costs.

• Shipping and Handling

  Cautop is not responsible for any warranties for products purchased through the Services; please refer to the warranty terms and conditions provided by the applicable product manufacturers and their respective agents. All product issues, claims and questions concerning warranties should be submitted directly to the applicable manufacturer and/or, subject to these Terms, the Supplier through use of the tools provided in the Services. AS BETWEEN Cautop AND YOU, THE PRODUCTS ARE PROVIDED “AS IS” AND Cautop DISCLAIMS ALL WARRANTIES WITH RESPECT THERETO, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  To the extent, a product is a health-related device or nutritional supplement, all listing information contained on the product webpage, including information relating to medical and health conditions, products, and treatments, is provided by the manufacturer and/or Supplier for informational purposes only and is not meant to be (a) a substitute for the advice of a qualified physician or other medical professional or (b) be used for prescribing medication or diagnosing a health problem. Statements regarding dietary supplements have not been evaluated by the U.S. Food and Drug Administration and are not intended to diagnose, treat, cure, or prevent any disease or ailment.

8.Reselling; Minimum Advertised Pricing

As a reseller, it is your responsibility to obtain payment or assurance of payment from your customers before ordering products through the Services. Cautop strongly recommends obtaining proper address verification systems for credit card purchases from your customers and making sure all physical payments therefrom are deposited and cleared before placing the order through the Services. As described above, Cautop product orders may or may not be canceled and returns are subject to applicable charges and fees.

You agree to purchase products through the Services for resale in compliance with applicable law and all rules and regulations imposed by applicable product manufacturers. Without limiting the foregoing, some manufacturers may require strict adherence to rules relating to product advertising (including use of a manufacturer’s intellectual property). As such, some products may only be advertised at a “Minimum Advertised Price” (a “MAP”). For all products subject to a MAP, Cautop will provide two prices on a product’s webpage: the wholesale cost and the MAP. As a reseller, you agree to never advertise any products subject to a MAP to end consumers for less than the applicable MAP. Products with a MAP will be marked with an asterisk.

It is your responsibility to verify with the manufacturer a product’s information, images, and descriptions prior to marketing such product. Product images are subject to change at any time and are not to be construed as exact representations of any product.

9. Intellectual Property

Cautop shall own and retain all right, title, and interest in and to (a) the Services (including the Software), all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed as a result of or in connection with any support services, and (c) all intellectual property rights related to any of the foregoing. No title to or ownership of the Services, including, without limitation, any logos, designs, texts, graphics, pictures, data or content, software, platform, technologies or any proprietary rights related to the Services, is transferred under or by virtue of these Terms. Cautop reserves all rights in and to the service not expressly granted to you under these Terms. Further, these Terms do not authorize you to use any name, trademark or logo of Cautop. Cautop reserves the right to terminate your Membership without notice or liability to you if, in its sole and absolute discretion, Cautop believes that you are in violation of this paragraph.

Without limiting the foregoing, reproductions and alterations of individual product images and descriptions may be used for marketing & reselling purposes only. You must receive written consent from Cautop for any other use or any modification of product images and other copyrighted materials.

Any images of persons or personalities contained on the Cautop website shall not be an indication of endorsement of any particular product or the Services unless otherwise specifically indicated.

You may not repackage, reproduce, or otherwise sell Memberships, the Software or any technology or data related thereto. Also, bulk downloading or “screenscraping” of data from the Cautop website is prohibited without prior express written permission. Any violation of the foregoing will result in your account being terminated without notice and, depending on the severity of the violation, Cautop reserves the right to press criminal charges and/or seek civil compensation for damages, expenses and lost revenue.

10. Term and Termination

These Terms will remain in full force and effect while you use or are registered to use the Services (whether or not you maintain your Membership) and until terminated by either you or Cautop. Termination includes deletion of your user account and ceasing to access the Cautop website. You and Cautop may terminate your account and these Terms at any time and for any reason or no reason at all, provided that you shall remain liable for all fees that you accrue in connection with your Membership and the Services.

All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

11. Warranty and Disclaimer

Cautop shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Cautop or by third-party providers, or because of other causes beyond Cautop's reasonable control, but Cautop shall use commercially reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, Cautop DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION THEREOF ARE PROVIDED “AS IS” AND Cautop DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

12. Indemnity

You agree to indemnify and hold Cautop, its directors, managers, officers, employees, equity holders and other representatives, harmless from any and all third-party claims arising out of your use of the Services or any other party accessing the Services through your account, including any liability or expenses arising from any claims, direct or indirect damages, lost profits, suits, judgments, litigation costs and attorneys’ fees.

13. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, Cautop AND ITS DIRECTORS, MANAGERS, OFFICERS, EQUITY HOLDERS AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND Cautop's REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO Cautop FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE OCCURRENCE THAT ALLEGEDLY GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT Cautop HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Communications from Cautop to you may be by electronic means. You hereby consent to receive communications from Cautop in electronic form and agree that all terms and conditions, agreements, notices, disclosures, and other communications that Cautop provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing, other than any non-waivable rights.

The Services may include certain communications from Cautop, such as service announcements, administrative messages, and newsletters. You may be prompted to opt into some or all of these communications upon registering your Membership. After opting in, you may opt-out of receiving such communications at any time. However, you will not be able to opt out from receiving service announcements and administrative messages.

If you have any questions about our website, the Services, or these Terms, you may email us or write to us at 3400 N Thanksgiving Way Suite 150 Lehi, UT 84043, Attn: Customer Support.

14. Miscellaneous Provisions

• Fraud Protection

  To the extent you maintain a valid Membership, you are eligible for fraud protection for dropshipping, the terms and conditions of which are subject to change at any time.

• Your Relationship with Cautop

  You, as a reseller of products purchased through the Services, are an independent contractor of Cautop and are not considered an employee of Cautop for any reason whatsoever. You are prohibited from making any unauthorized representations, warranties or claims on behalf of Cautop, a Supplier, or a product manufacturer or that are otherwise illegal in your applicable jurisdiction. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Cautop in any respect whatsoever.

  Additionally, you understand that you are an absolutely independent person or entity from Cautop. You are responsible to pay taxes to state, federal or local authorities in accordance with any and all applicable laws. This tax responsibility includes collecting and remitting all appropriate sales taxes to state and local authorities.

•  Resale and Tax Compliance

  You confirm that you have obtained the appropriate Supplier's permit(s) and that all purchases made by you on this website are for the purpose of resale for profit either online(including Stand Alone Website，third-party online trading platforms, etc) or offline, and are not for use in your own business operation.

  Scope of products which you may resell: Subject to your purchase orders placed on this website.

  You will resell the item(s) which you are purchasing on Cautop in the form of tangible personal property in the regular course of your business operations, and you will do so prior to making any use of the item(s) other than demonstration and display while holding the item(s) for sale in the regular course of your business. You understand that if you use the item(s) purchased on Cautop in any manner other than as just described, you may owe use tax to a tax jurisdiction based on each item's purchase price or as otherwise provided by law.

  If you violate the above agreement to evade the tax liability, any related liability incurred will be your legal responsibility to pay. You will also be fully liable to pay for any losses caused to the platform provider or the supplier.

• Confidentiality

  You understand that all information provided by Cautop must be used only in accordance with its specified purpose. You further agree to not provide any confidential or proprietary information received from Cautop to any business entity that may compete with Cautop. Any violation of confidentiality is grounds for immediate termination of your Membership and you will be liable for any damages arising therefrom. Cautop shall have the right to enforce this confidentiality provision by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that Cautop may have for a breach hereof.

• Service Testing

  From time to time, Cautop tests various aspects of the Services and new features and reserves the right to include you in these tests without notice.

• Governing Law; Venue

  If you are a supplier(s) based in the US: These Terms and any dispute or claim arising out of or related to these Terms, its subject matter or its formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the federal or state courts located in Salt Lake City, Utah, and you further agree that such courts shall have personal jurisdiction and venue with respect to you, and you hereby submit to the jurisdiction and venue of such courts and waive any objection. YOU HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY CLAIM ARISING OUT OF OR RELATING TO THE SUBJECT MATTER HEREOF. ADDITIONALLY, BOTH YOU AND Cautop AGREE THAT EACH PARTY MAY ONLY BRING CLAIMS AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

  If you are a supplier(s) based in China: Any disputes arising from the performance of this Agreement shall be resolved by the parties through friendly negotiation. If such negotiation fails, the disputes should be submitted to China International Economic and Trade Arbitration Commission, Jiangsu Arbitration Center for arbitration and shall be governed by the laws of the People’s Republic of China. BOTH YOU AND Cautop AGREE THAT EACH PARTY MAY ONLY BRING CLAIMS AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

• General Provisions

  If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sublicensable by you except with Cautop's prior written consent. Cautop may transfer and assign any of its rights and obligations under these Terms without consent. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.

While Cautop and all of its dependent pages contain far too much information to be quoted in their entirety in these Terms, you are responsible for reading and understanding all applicable information contained on the Cautop website. Cautop is not responsible for any inconvenience, loss of profit, or other complications that you or your business or customers may experience as a result of your failure to read and understand relevant information on the Cautop website.

If you have any questions about the Cautop website, the Services or these Terms, you may email us or write to us at:

Cautop, Inc. Attn: Customer Support 3400 N Triumph Blvd #G40 Lehi, UT 84043

Please note, return shipments sent to the address above will be refused. Please contact Customer Support for instructions before returning products.