SanMar Website Terms of Use

BY USING THE SANMAR WEBSITE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE WITH THE TERMS, YOU MAY NOT USE THE SITE. Please review these Terms regularly, as they may change anytime. By using the Site after a change in the Terms, you agree to follow and be bound by the Terms as changed.

The Site
Intellectual Property
Your Use of the Site
User Submissions
Use by Children
Retail and Private Label Brands Sales Policy
Red House Disclaimer and Sales Policy
Nike Golf & PING® Usage
Links
Custom Sites
Software License
Disclaimers and Limitations
Indemnification
Termination
Applicable Law and Dispute Resolution
Miscellaneous

The Site. The Site includes everything posted on or provided through pages posted on the SanMar website at http://www.sanmar.com, including but not limited to the following:

Content: Everything you see, hear, or otherwise receive from or on the SanMar website. Content includes but is not limited to all software, marketing tools, images, graphics, photographs, trademarks, logos, trade names, text, documents and sounds, and all services provided through the website.

Marketing Tools: Online marketing tools and services provided by SanMar on or through the Site, including but not limited to custom catalog, flyer wizard, catalog wizard, custom website, image library, price list, display tools, sample program, gift box and survey/referral tool.

The “Software”: The SanMar Omnis Web Client, all documentation distributed with it, and any upgrades, updates or enhancements to it.

Intellectual Property. Unless otherwise noted, all Content is copyright, trademark, trade dress or other intellectual property owned or licensed by SanMar or its licensors and protected under U.S. and international laws and treaties. SANMAR, PORT AUTHORITY, PORT AUTHORITY SIGNATURE, PORT AND COMPANY, SPORT-TEK, DISTRICT THREADS, PRECIOUS CARGO, CORNERSTONE, RED HOUSE and their associated logos are trademarks or service marks of SanMar. “Sanmar” and “Port Authority” are registered trade names of SanMar. Other trademarks used on the Site are the property of their respective owners. You may not use any SanMar trademark as part of your company name, corporate name, trade name or domain name.

Your Use of the Site. You may use or download Content for your business as specifically permitted on the Site, or for your personal noncommercial purposes. You are granted a limited, revocable, nonexclusive right to use the Marketing Tools as specifically permitted on the Site, for the purposes expressed on the Site. No other use of Content or Marketing Tools is allowed. These limited rights are granted to you only so long as in exercising these rights you:

Make only lawful use of the Site
Violate no one else’s rights, including copyright, trademark, trade secret, privacy, publicity or other rights.
Keep unchanged all copyright and other notices provided with Content on the Site.
Use reasonable efforts to protect the Content from unauthorized use, modification, reproduction, distribution or publication.
Do not portray SanMar, its affiliates or licensors, or their products or services, in a false, misleading, derogatory, or offensive way.
Abide by all applicable laws, rules and regulations regarding Spam (commercial e-mail).
Send e-mails only to recipients with whom you have a prior business relationship.
Send no e-mails to recipients who have asked that you stop sending them e-mails.
Do not use a false e-mail address, impersonate any person or entity, or otherwise mislead anyone as to the origin of your services or of any Content.
Do not copy, change, translate, decompile, disassemble, reverse engineer, loan, lease or sublicense software obtained from the Site or any copy thereof. (See Software License for additional Terms regarding the Omnis Web Client Software.)

You may not upload, post, transmit, distribute or otherwise publish on or to the Site any of the following:

Software virus or other harmful component.
Advertising or commercial material of any kind, except as expressly invited by SanMar.
False, threatening, libelous, defamatory, pornographic, obscene or otherwise unlawful material.

You may not interfere with the Site or any other user’s use of the Site by, for example, overloading, flooding, mail-bombing or crashing the Site; or inserting any code or product or manipulating the Content in any way that affects any user’s experience of the Site.

SanMar does not warrant or represent that customers are permitted to use any third party marks. Any use of third party marks must comply with any restrictions imposed by the mark owner, and is done at the customer's own risk.

SanMar is not responsible for the conduct of any person using the Site.

User Submissions. Information you transmit to the Site is not confidential or proprietary. SanMar may use any information you transmit through the Site on an unrestricted basis. This may include personal information about you and your use of the Site.

Use by Children. The Site is intended only for those aged 18 and older. If you are under 18, you may not register or submit personally identifiable information on, to or through the Site. SanMar does not collect personally identifiable information from any person SanMar knows to be under 18.

Retail and Private Label Brands Sales Policy

SanMar® has determined, within its sole discretion, to issue a Sales Policy for all Nike Golf, Tiger Woods, PING®, OGIO® and Red House™ apparel and accessories (hereafter referred to as “Retail Brands”) and Port Authority®, Port Authority Signature®, Port & Company®, Sport-Tek®, District Threads™, CornerStone™ and Precious Cargo™ apparel and accessories (hereafter referred to as “Private Label Brands”) in order to protect the quality image and goodwill of Retail and Private Label Brand products, the Retail and Private Label Brands name and trademark, and in support of its Brand mission to provide consumers with the highest quality products and services within the industry. This Policy is intended and designed to enhance the value of the Retail and Private Label Brands and customer and consumer service and satisfaction.

This Sales Policy sets forth the terms and conditions under which SanMar will sell, or continue to sell, Retail and Private Label Brands products to Authorized Customers (“Customers”). Any supplement, modification or amendment to this Sales Policy may be unilaterally announced from time to time, in writing, by SanMar, at its sole discretion.

SanMar’s Retail and Private Label Brands Sales Policy, effective August 1, 2007, is as follows:

1. SanMar will sell Retail and Private Label Brands products only to those Customers who, in the sole discretion of SanMar:

(a) do not sell or market Retail and Private Label Brand products in any way that disparages, misrepresents or injures Retail and Private Label Brand products or the Retail and Private Label Brands; and
(b) do not use Retail and Private Label Brand products in any illegal, deceptive, undesirable, or improper advertising, marketing or selling practice, including predatory or “loss leader” pricing, bait and switch, or negative selling practices.

2. A pre-announced term and condition of SanMar’s continuing to sell Retail and Private Label Brand products to a Customer is that the Customer may not advertise the products at prices discounted more than 10% (for Retail Brands) or 20% (for Private Label Brands) from

(i) the prices coded on an “A” or

(ii) double the case prices on SanMar’s published wholesale price list.

3. SanMar reserves the right, in the sole discretion of SanMar, to advertise selected Retail and Private Label Brand products or all Retail and Private Label Brand products at promotional prices; in that event, a pre-announced term and condition of SanMar’s continuing to sell Retail and Private Label Brand products to a Customer is that the Customer may not advertise Retail and Private Label Brand products at prices discounted more than 10% for Retail Brands or 20% for Private Label Brands lower from the promotional prices advertised by SanMar, when coded on an “A.”

4. Nike Golf, Tiger Woods and PING products purchased from SanMar must be sold only with embellishment. Generic, obscure and/or temporary decoration, in order to resell these products, is prohibited. In addition, online sales of Nike Golf, Tiger Woods or PING products may be made only from your own website, or eligible customer websites. Sales on or through eBay, Amazon, Craigslist or any other direct-to-consumer, third party site are prohibited.

5. SanMar has unilaterally determined that Customers who do not meet these terms and conditions will not receive future shipments of Retail and Private Label Brand products for a period of 1 month or more, in the sole discretion of SanMar, following the date of the letter in which the Customer is informed by SanMar of its noncompliance with these terms and conditions.

This Sales Policy is a unilateral statement of SanMar’s intent in selling, or continuing to sell, Retail and Private Label Brand products to selected Customers, and is not a contract, nor an offer to form a contract. SanMar is not asking, and will not accept, any agreement about a Customer’s compliance with this Policy. This Policy simply describes the terms and conditions under which SanMar may, in its sole discretion, choose to continue to sell Retail and Private Label Brand products to its Customers.
SanMar representatives are strictly prohibited from discussing this Sales Policy or any other pricing practice with any Customer, and from seeking or accepting any assurance of compliance with this Policy. All questions regarding this Policy shall be directed, in writing, to

SanMar
Attn: Sales Policy Coordinator
P.O. Box 529
Preston, WA 98050-0529

SanMar does not seek any complaints or comments from any Customer about the pricing or advertising practices of any other Customer. Further, SanMar will not, under any circumstances, discuss the business dealings of any Customer with any other Customer. In addressing violations of this Policy, SanMar reserves the right to change, amend, or discontinue this Sales Policy at any time, and no Customer has any right to rely on the continued existence of this Policy, or any effort by SanMar to enforce its terms and conditions.
SanMar reserves the right, in its sole discretion, to choose those Customers with whom it will do Retail and Private Label Brands business and the right to accept or reject any purchase order from any Customer at any time.

Red House Usage

Disclaimer To protect its reputation and identity, Red House reserves the right to prohibit the addition to any Red House product any trademark, name, design or logo that does not meet the high standards of the brand. Direct to consumer online sales are likewise prohibited without explicit written consent. Please contact your Red House sales representative with any questions.

Sales Policy SanMar® has determined, within its sole discretion, to issue a sales policy to protect the quality image and goodwill of Red House products, the brand name and trademark, in support of its brand mission to provide consumers with the highest quality products and services within the industry.

Sales of Red House™ products may be made only from your own site. Sales on or through eBay, Amazon, Craigslist or any other third party site are prohibited. Failing to comply with these policies will result in loss of privileges for selling this brand.

This policy is effective January 1, 2007. Any supplement, modification or amendment to this sales policy may be unilaterally announced from time to time, in writing, by SanMar, at its sole discretion.

SanMar will sell the covered products only to those customers who, in the discretion of SanMar, do not sell or market Red House products in any way that disparages, misrepresents or injures Red House products.

SanMar will sell the Red House products only to those customers who, in the discretion of SanMar, do not use Red House products in any illegal, deceptive, undesirable, or improper selling practice including predatory pricing, bait and switch, or negative selling practices.

Red House products may not be advertised at a price inferior to 90% of prices coded on an A (or double the case price as displayed on the attached wholesale price list).

SanMar reserves the right to advertise select Red House products or all Red House products at promotional prices, in which case customers may advertise Red House products at a discounted percentage that is not inferior to 90% of the prices offered by SanMar, when coded on an “A”.

SanMar has unilaterally determined that customers who do not abide by these terms and conditions are subject to not receive future shipments of Red House products for a period of 1 months following the date of the letter in which the customer is informed of its noncompliance with these terms and conditions.

This policy is not a contract, nor an offer to form a contract. The policy simply describes the terms and conditions under which SanMar may, in its sole discretion, choose to continue to sell Red House products to its customers.

All questions regarding this policy shall be directed, in writing, to SanMar, Attn: Jeremy Lott, P.O. Box 529, Preston, WA 98050-0529.

SanMar does not seek any complaints or comments from any customer about the pricing or advertising practices of any other customer. Further, SanMar will not, under any circumstances, discuss the business dealings of any customer with any other customer. In addressing violations of this policy, SanMar reserves the right to change, amend, or discontinue this policy at any time, and no customer has any right to rely on the continued existence of this policy, or any effort by SanMar to enforce its terms and conditions.

SanMar reserves the right to choose those customers with which it will do Red House business and the right to accept or reject any purchase order from any customer at any time.

Nike Golf & PING® Usage. SanMar is proud to be the exclusive wholesale apparel supplier of Nike Golf and PING® Collection Apparel. These brands have cultivated a reputation for high quality and performance, and in order to maintain that reputation there are certain rules that must be followed when reselling their products.

Nike Golf and PING® products purchased from SanMar must be sold only with embellishment, Sale of Nike Golf or PING apparel on the Internet or elsewhere without embellishment is strictly forbidden. Generic, obscure and/or temporary decoration, in order to resell Nike Golf or PING products, is prohibited. In addition, online sales of these products may be made only from your own site.

Sales on or through eBay, Amazon, Craigslist or any other third party site are prohibited. Failing to comply with these policies will result in loss of privileges for selling these brands.

Please note that when Nike Golf or PING® apparel is displayed for sale, it must be made clear that the product is meant for embellishment with the logo or decoration of a company, school, team or organization. Generic, obscure and/or temporary decoration, in order to resell Nike and PING® products, is prohibited.
Furthermore, to protect its reputation and identity, Nike reserves the right to prohibit the addition to any Nike garment of any trademark, name, design or logo of an organization, business, school or team (or for an individual or other entity) that does not meet certain standards. Please contact your representative with any questions. The decorations of any Nike garment with the proprietary mark, name or logo of any professional college institution without the prior written authorization of both the owner of such mark, name or logo and/or Nike is expressly prohibited. Nike products may not be sold without embellishment.
PING® images, logos and trademarks may not be used in conjunction with the name or trademark of any business which manufactures, sells, or distributes firearms, tobacco, or sexual products. PING® products may not be resold without embellishment.
Failing to comply to any and all of these terms will result in loss of privileges for selling these brands.

Links. Links from the Site to third party sites are provided only as a convenience. You use outside links at your own risk. Such links do not constitute SanMar’s endorsement of any third party, its site, or its goods or services. SanMar disclaims liability for any injury you may experience by using such materials. You may not create links to the Site that portray SanMar in a false or misleading light. You may not use “framing” or similar techniques to enclose any portion of the Site. Except as intentionally enabled by the Marketing Tools, you may not link to any pages other than the SanMar home page.

Custom Sites. Your creation of a custom site is subject to all of these Terms. Upon creating a custom site, you acknowledge and agree to all these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU MAY NOT SET UP A CUSTOM SITE.

You are welcome to download and display SanMar trademarks and images for your custom site, as long as they are used properly and not in a misleading way. SanMar reserves the right to revoke permission for any usage in its sole discretion. SanMar logos displayed on your site must comply with SanMar graphic standards.

Your site must not lead users to believe you are SanMar. You may not use any SanMar trademark as part of your company name, corporate name, trade name or domain name. Your site must provide your contact information, including your true name or registered trade name, and a street address or PO box. You may use the term “Port Authority” only in reference to PORT AUTHORITY brand products or to SanMar. Misleading statements (such as misleading use of “we” or “us”) must be avoided. You may use information about SanMar awards, accomplishments, memberships, announcements, etc., only with SanMar’s prior written approval as to placement and context.

Your site may not use another company’s logo, trademark or other copyrighted material without their permission. You are expected to conduct proper research to ensure that the items posted to your custom website are in compliance with all local, state, national, and international laws. If we determine that any content on your site is prohibited, we may summarily remove it or delete the custom website. SanMar reserves the right to make judgments about whether or not content is appropriate in its sole discretion.

To enable your custom site to accept payment through PayPal, you must establish an account with PayPal. SanMar is not legally affiliated with PayPal in any way, and is not a party to any agreement between you and PayPal regarding your use of that service. SanMar shall have no responsibility concerning the operation of the PayPal service, and will not have access to the payment data transmitted to PayPal. Your use of PayPal is subject solely to the terms of your agreement with PayPal.

You must also understand that with any site there is a high potential for user error. Please remember, if you receive a payment or inquiry that is incorrect due to your own or a visitor to your custom websites error, it is your responsibility to refuse payment and/or instruct your customer of the error. SanMar will not be responsible for any transaction errors. SanMar will not be responsible for any real, potential or perceived loss of business due to the website being unavailable for any reason including programming errors, maintenance, or any other unforeseen incidents. Use of the custom websites is at your own risk.

Software License. Your use of the Software is subject to all of these Terms. Upon installing the Software, you acknowledge and agree to all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU MAY NOT INSTALL OR USE THE SOFTWARE. Subject to your compliance with the Terms, SanMar grants to you, and you accept, a limited, non-exclusive, nontransferable, revocable license to use the Software in machine readable, object code form only, on one personal computer. The Terms convey no other interest in the Software. The Software is provided with restricted rights. Notwithstanding any other lease or license that may pertain to or accompany the delivery of the Software, the rights of the U.S. Government regarding its use, reproduction and disclosure are as set forth in Section 52.227-19 of the FARS Computer Software-Restricted Rights clause. You may terminate this license by removing the Software from your computer and destroying all copies of the Software. This license will automatically terminate if you breach any of the Terms. You agree to remove the Software from your computer upon termination.

Disclaimers and Liability Limitations. YOU USE THE SITE, MARKETING TOOLS AND SOFTWARE SOLELY AT YOUR OWN RISK. SANMAR PROVIDES THE SITE AND SOFTWARE “AS IS,” AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING BUT NOT LIMITED TO ACCURACY, COMPLETENESS, IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT WILL SANMAR OR ITS LICENSORS BE LIABLE UNDER ANY THEORY FOR ANY DAMAGES RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE, MARKETING TOOLS OR SOFTWARE, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOSS OF OR DAMAGE TO PROPERTY, EVEN IF SANMAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you are dissatisfied with the Site or any of the Terms, your sole and exclusive remedy is to stop using the Site. Some states do not allow certain limitations on implied warranties or certain damages, so some of the above exclusions may not apply to you.

Indemnification. You agree to defend, indemnify and hold harmless SanMar and its officers, directors, owners, agents, employees, affiliates, licensees and licensors from and against any and all claims, damages, costs and expenses, including reasonable attorneys’ fees, arising from or related to your use of the Site, Marketing Tools or Software, and for your violation of any of the Terms.

Termination. Your failure to comply with any of the Terms automatically revokes your authorization to use the Site, Marketing Tools and Software, and terminates any and all rights granted to you under the Terms. Various parts of these Terms will continue in force and effect upon termination of your rights, according to their nature, including restrictions, disclaimers, liability limitations and indemnification obligations. Upon termination, you must promptly destroy all Content and Software downloaded or obtained from this Site, as well as all copies of any Content or Software. SanMar may change, suspend or discontinue or restrict any Site feature at any time without prior notice.

Applicable Law and Dispute Resolution. The Terms will be construed according to the laws of the State of Washington, U.S., without regard to its conflicts of laws principles. Any dispute arising under or relating to the Site, Marketing Tools, Software or Terms shall be resolved by a court of competent jurisdiction located in King County, Washington. Your use of the Site, Marketing Tools or Software constitutes your consent to submit to the jurisdiction and venue of the state and federal courts located in Washington. In the event of a dispute hereunder, the prevailing party shall be entitled to recover its costs and expenses incurred, including reasonable attorneys’ fees.

Miscellaneous. If any provision or portion of the Terms is found to be void or unenforceable, that provision or portion will be enforced to the maximum extent allowed to effect the intent of the Terms, and the remainder of the Terms will remain in full force and effect. No waiver of any Terms shall be effective unless in writing and signed by both parties. No waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under the Terms. The Terms are the entire agreement between you and SanMar relating to the Site, Marketing Tools and Software. Any prior agreement between you and SanMar regarding the subject matter of the Terms is superseded and has no force or effect. All rights not expressly granted herein are reserved.