Terms of Service

Section 1: General Provisions and Membership

These Terms of Service (these “Terms”) governs your access to and use of the Bison Leaf LLC, an Oregon limited liability company (“Bison Leaf”) wholesale platform (the “Services”). By creating an account, you represent and warrant that you are a validly existing business entity and that you have the legal authority to bind said entity to these Terms. Bison Leaf reserves the sole and absolute discretion to modify, amend, or terminate these Terms, or any features of the Services, at any time. Any modifications will be effective immediately upon posting to the site. Your continued use of the Services following such changes constitutes your binding acceptance of the updated Terms. For purposes hereof, “Vendor” means a seller of goods using the Services, “Buyer” means a purchaser of goods using the Services, and “User” means a Buyer and/or Vendor, as applicable.

Section 1.1: Eligibility and Account Security

The Services are intended solely for use by business entities and individuals acting on behalf of such entities for legitimate business purposes. By accessing or using the Services, you represent and warrant that (a) you are at least eighteen (18) years old or the age of majority in your jurisdiction, whichever is greater; (b) you are not a consumer using the Services for personal, family, or household purposes; (c) all information you provide in connection with your account is and will remain accurate, complete, and up to date; and (d) you are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

Section 1.2: Acceptable Use

You agree not to: (a) use the Services for any unlawful purpose or in violation of any applicable law or regulation; (b) engage in any fraudulent, misleading, or deceptive practices, including misrepresenting your identity, affiliation, or product information; (c) interfere with or disrupt the operation of the Services, including by introducing viruses, malware, or other harmful code; (d) attempt to bypass or circumvent any fees, charges, or controls implemented on the Services or to conduct transactions intended to avoid use of the Services where such use is required; (e) reverse engineer, decompile, or otherwise attempt to derive the source code of any portion of the Services, except to the limited extent permitted by applicable law; or (f) scrape, harvest, or otherwise collect data from the Services (including User information) by automated means without Bison Leaf’s prior written consent. You also agree to abide by the terms of our Vendor Agreement or Buyer Agreement, as applicable.

Section 1.3: Privacy and Data Use

Your use of the Services is also subject to Bison Leaf’s privacy practices as described in its then-current privacy policy (the “Privacy Policy”), which is incorporated by reference into these Terms. Bison Leaf may collect, use, and disclose information about you and your Users as described in the Privacy Policy and as necessary to operate, maintain, and improve the Services. You represent and warrant that you have obtained and will maintain all necessary rights, consents, and authorizations from your personnel and other individuals whose information you submit to or through the Services.

Section 2: Role of the Platform and Financial Disclaimer

Bison Leaf provides a venue for vetted Vendors and Buyers to connect and negotiate wholesale transactions. Bison Leaf is not a merchant, a payment processor, or a party to any contract for sale between Users. All financial transactions, including invoicing, tax collection, and payment processing, occur directly between the Buyer and Vendor ("Off-Platform Accounting"). Bison Leaf does not guarantee the solvency of any Buyer or the performance of any Vendor. You acknowledge that Bison Leaf is not responsible for the non-payment of invoices or the delivery of non-conforming goods.

Section 2.1: Third-Party Services and Links

The Services may rely on, integrate with, or provide links to third-party websites, products, or services (including payment processors and logistics providers). Your use of any third-party services is subject to the separate terms and conditions of those third parties, and Bison Leaf is not responsible or liable for, and does not endorse, any such third-party services, their content, or their practices. Bison Leaf does not control and is not responsible for any fees, performance, or availability of third-party services.

Section 3: Copyright and Intellectual Property

Content License and Ownership: Vendors retain ownership of all uploaded content. By posting content on the Services, you grant Bison Leaf a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, display, and distribute said content to provide and promote the Services.

DMCA and Infringement Claims: Bison Leaf respects intellectual property rights. If you believe your work has been used in a way that constitutes infringement, please submit a written notice to our designated agent at legal@bisonleaf.com. Your notice must include:

(i) a description of the copyrighted work;

(ii) the URL of the infringing material;

(iii) your contact information; and

(iv) a statement under penalty of perjury that the information is accurate.

Exclusivity Disclaimer: Bison Leaf provides technical tools (such as "Private" SKU settings) to help Vendors manage territory or organization exclusivity. However, Bison Leaf does not monitor these settings for accuracy. The Vendor assumes all risk and liability for the accidental sale of exclusive designs to unauthorized Buyers due to misconfigured account settings.

Section 3.1: User Representations Regarding Content

You represent and warrant that all content, products, and materials you provide, upload, or make available through the Services: (a) are accurate, complete, and not misleading; (b) comply with all applicable laws, regulations, and industry standards, including those relating to product safety, labeling, packaging, and marketing; (c) do not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other rights of any third party; and (d) do not contain unlawful, defamatory, obscene, or otherwise objectionable material. Bison Leaf reserves the right, but has no obligation, to remove, disable, or modify access to any content that Bison Leaf believes, in its sole discretion, may violate these Terms or pose a risk to the Services or any User.

Section 4: Indemnification and Limitation of Liability

You agree to indemnify, defend, and hold harmless Bison Leaf, its officers, and employees from any claims, damages, or legal fees arising out of your use of the Services, your breach of these Terms, or your violation of any third-party rights. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BISON LEAF SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES. IN NO EVENT SHALL BISON LEAF’S TOTAL LIABILITY EXCEED THE GREATER OF $100 OR THE TOTAL FEES PAID BY YOU TO BISON LEAF IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing indemnity includes claims between Buyers and Vendors arising out of or relating to any transaction, product, or communication conducted or facilitated through the Services, except to the extent caused by Bison Leaf’s willful misconduct. Bison Leaf reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Bison Leaf, and you agree to cooperate with Bison Leaf’s defense of such claims.

Section 5: Dispute Resolution and Governing Law

Any dispute arising from these Terms shall be governed by the laws of Oregon, without regard to conflict of law principles. You agree that any legal action shall be resolved through binding arbitration in Deschutes County, Oregon rather than in court, except for small claims matters or intellectual property injunctions.

Section 6: Term, Suspension, and Termination

These Terms remain in effect until terminated as provided herein. You may terminate your account and stop using the Services at any time by following any account closure process made available by Bison Leaf. Bison Leaf may suspend or terminate your access to the Services, in whole or in part, at any time with or without notice, including if Bison Leaf believes that (a) you have violated these Terms or any applicable law; (b) your use of the Services creates risk or potential legal exposure for Bison Leaf or any other User; or (c) Bison Leaf ceases offering all or part of the Services. Upon termination, your right to use the Services will immediately cease, but the termination will not affect any rights or obligations that have accrued prior to termination. Sections that by their nature should survive (including, without limitation, Sections 2, 3, 4, 5, 6, 7, and 8) shall survive termination.

Section 7: Disclaimers of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF BISON LEAF, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BISON LEAF EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. BISON LEAF DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT ANY PARTICULAR RESULTS WILL BE ACHIEVED THROUGH THE SERVICES.

Section 8: Miscellaneous

These Terms, together with any other documents or policies expressly incorporated by reference, constitute the entire agreement between you and Bison Leaf with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, or communications, whether written or oral. You may not assign or transfer these Terms or any of your rights or obligations hereunder without Bison Leaf’s prior written consent, and any attempted assignment in violation of the foregoing will be null and void. Bison Leaf may freely assign or transfer these Terms without restriction. No failure or delay by Bison Leaf in exercising any right or remedy under these Terms shall constitute a waiver of such right or remedy. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect. The parties are independent contractors, and nothing in these Terms shall be construed to create any partnership, joint venture, agency, or other similar relationship.

To the extent any provision of these Terms (including the dispute resolution provisions in Section 5) is found to be unenforceable in a given jurisdiction, such unenforceability shall not affect the enforceability of the remaining provisions, which shall remain in full force and effect to the maximum extent permitted by law.