Terms of Service — MYW BTOB

OVERVIEW

Welcome to MYW BTOB! The terms "we", "us" and "our" refer to F&D Marina Yacht Wear ("MYW BTOB"). MYW BTOB operates this store and website, including all related information, content, features, tools, products and services in order to provide you, the reseller customer, with a wholesale purchasing experience (the "Services"). MYW BTOB is powered by Shopify, which enables us to provide the Services to you.

The below terms and conditions, together with any policies referenced herein (these "Terms of Service" or "Terms") describe your rights and responsibilities when you use the Services.

Please read these Terms of Service carefully, as they include important information about your legal rights and cover areas such as warranty disclaimers and limitations of liability.

By visiting, interacting with or using our Services, you agree to be bound by these Terms of Service and our Privacy Policy [LINK]. If you do not agree to these Terms of Service or Privacy Policy, you should not use or access our Services.

SECTION 1 - ACCESS AND ACCOUNT

Access to MYW BTOB is reserved for professional resellers acting in the course of their business. By agreeing to these Terms of Service, you represent that you are acting on behalf of a registered business entity and that you have the authority to bind that entity to these Terms.

To use the Services, including accessing our reseller portal or placing wholesale orders, you may be asked to provide certain information, such as your company registration details, billing, payment, and shipping information. You represent and warrant that all the information you provide is correct, current and complete and that you have all rights necessary to provide this information.

You are solely responsible for maintaining the security of your account credentials and for all of your account activity. You may not transfer, sell, assign, or license your account to any other person or entity.

SECTION 2 - OUR PRODUCTS

We have made every effort to provide an accurate representation of our products in our online store. However, please note that colors or product appearance may differ from how they may appear on your screen due to the type of device you use to access the store and your device settings and configuration.

We do not warrant that the appearance or quality of any products purchased by you will meet your expectations or be exactly the same as depicted or rendered in our online store.

All product descriptions are subject to change at any time without notice at our sole discretion. We reserve the right to discontinue any product at any time and may limit the quantities of any products that we offer to any reseller, geographic region or jurisdiction, on a case-by-case basis.

SECTION 3 - ORDERS

When you place an order, you are making an offer to purchase. MYW BTOB reserves the right to accept or decline your order for any reason at its discretion. Your order is not accepted until MYW BTOB confirms acceptance. Please review your order carefully before submitting, as MYW BTOB may be unable to accommodate cancellation requests after an order is accepted. In the event that we do not accept, make a change to, or cancel an order, we will attempt to notify you by contacting the e-mail, billing address, and/or phone number provided at the time the order was made.

Your first order is payable in advance. Subsequent orders are offered on 30-day payment terms, subject to your account remaining in good standing.

Your purchases are subject to return or exchange solely in accordance with our Return and Refund Policy [LINK].

You represent and warrant that your purchases are made for the purpose of resale in the course of your business, and that you will comply with all applicable laws relating to the resale of the products purchased.

SECTION 4 - PRICES AND BILLING

Wholesale prices, discounts and promotions are subject to change without notice. The price charged will be the price in effect at the time the order is placed, as set out in your order confirmation. Posted prices are exclusive of VAT and do not include shipping, handling, customs or import charges unless expressly stated.

Wholesale prices are only visible to approved resellers through the dedicated reseller portal and may differ from prices offered to the general public or through other channels.

You agree to provide current, complete and accurate purchase, payment and account information for all purchases made at our store, and to promptly update this information as needed.

You represent and warrant that (i) the payment information you provide is true, correct, and complete, (ii) you are duly authorized to use the payment method provided, and (iii) you will pay all charges incurred at the posted wholesale prices, including shipping charges and all applicable taxes.

Late payments are subject to a penalty calculated at three times the French statutory interest rate, plus a fixed recovery fee of €40, in accordance with French law.

SECTION 5 - SHIPPING AND DELIVERY

Shipping costs are the responsibility of the reseller. We currently deliver within Europe only. Estimated delivery times are 48 hours for express delivery and 7-9 days for standard delivery; these are estimates only and are not guaranteed.

We are not liable for shipping and delivery delays caused by carriers, customs processing, or events outside our control. Once we transfer products to the carrier, title and risk of loss passes to you.

SECTION 6 - INTELLECTUAL PROPERTY

Our Services, including but not limited to all trademarks, brands, text, displays, images, graphics, product visuals, and the design, selection, and arrangement thereof, are owned by MYW BTOB, its affiliates or licensors and are protected by French and international copyright, trademark and other intellectual property laws.

These Terms permit you to use the Services and any product visuals or descriptions we provide solely for the purpose of marketing and reselling MYW BTOB products in accordance with your reseller agreement. You must not reproduce, distribute, modify, create derivative works of, or otherwise use any material from the Services beyond this purpose without our prior written consent.

MYW BTOB's name, logo, product names, designs, and slogans are trademarks of F&D Marina Yacht Wear. You must not use such trademarks without our prior written permission, except as reasonably necessary to advertise and resell the products in the ordinary course of your business.

SECTION 7 - OPTIONAL TOOLS

You may be provided with access to tools offered by third parties as part of the Services (e.g. the reseller portal, embroidery/mockup tools), which we neither monitor nor control.

You acknowledge and agree that we provide access to such tools "as is" and "as available" without any warranties of any kind. We shall have no liability arising from your use of optional third-party tools, which is entirely at your own risk.

SECTION 8 - THIRD-PARTY LINKS

The Services may contain links to websites operated by third parties. We are not responsible for the content or accuracy of any third-party materials or websites. If you access such sites, you do so at your own risk, and we are not liable for any harm resulting from such access.

SECTION 9 - RELATIONSHIP WITH SHOPIFY

MYW BTOB is powered by Shopify, which enables us to provide the Services to you. However, any sales and purchases you make in our Store are made directly with MYW BTOB. By using the Services, you acknowledge and agree that Shopify is not responsible for any aspect of any sales between you and MYW BTOB, including any injury, damage, or loss resulting from purchased products and services. You hereby expressly release Shopify and its affiliates from all claims, damages, and liabilities arising from or related to your purchases and transactions with MYW BTOB.

SECTION 10 - PRIVACY POLICY

All personal information we collect through the Services is subject to our Privacy Policy [LINK], and certain personal information may be subject to Shopify's Privacy Policy. By using the Services, you acknowledge that you have read these privacy policies.

SECTION 11 - FEEDBACK

If you submit any ideas, suggestions, feedback, or reviews (collectively, "Feedback"), you grant us a perpetual, worldwide, royalty-free license to use, reproduce, modify, publish, and distribute such Feedback for any purpose, including commercial use. We are under no obligation to keep Feedback confidential, compensate you for it, or respond to it.

You represent and warrant that you own or have all necessary rights to any Feedback you submit, and that it will not violate any third-party right or contain unlawful, abusive, or infringing content.

SECTION 12 - ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on or in the Services that contains typographical errors, inaccuracies or omissions relating to product descriptions, pricing, promotions, shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information is inaccurate, at any time and without prior notice.

SECTION 13 - PROHIBITED USES

You may access and use the Services for lawful purposes only, and solely for the purpose of your reseller relationship with MYW BTOB. You may not, among other things: use the Services for any unlawful or malicious purpose; infringe our intellectual property rights or those of others; transmit false or misleading information; impersonate any person or entity; upload viruses or malicious code; scrape, extract, or use automated tools (including AI agents) to access the Services; or bypass any security or access-control measures we employ. We reserve the right to suspend, disable, or terminate your account at any time, without notice, if we determine that you have violated any part of these Terms.

SECTION 14 - AGENTS

This section ("Agent Terms") applies if you use, allow, enable, or cause the deployment of an Agent to access, use, or interact with any Services. "Agent" means any software or service that takes autonomous or semi-autonomous action on behalf of, or at the instruction of, any person or entity, without direct supervision.

No Agent may access, use, or interact with the Services unless it clearly identifies itself as such (including in the user agent string of any request, e.g. "Agent/[agent name]"), does not conceal or mimic human behavior, responds truthfully to any question seeking to determine whether it is human or automated, and does not attempt to bypass any measure intended to control Agent access.

SECTION 15 - TERMINATION

We may terminate this agreement or your access to the Services at our sole discretion at any time, without notice, and you will remain liable for all amounts due up to and including the date of termination. Sections relating to Intellectual Property, Feedback, Termination, Disclaimer of Warranties, Limitation of Liability, Indemnification, Severability, Waiver, Entire Agreement, Assignment, and Governing Law will survive termination.

SECTION 16 - DISCLAIMER OF WARRANTIES

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk.

EXCEPT AS EXPRESSLY STATED BY MYW BTOB, THE SERVICES AND ALL PRODUCTS OFFERED ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

SECTION 17 - LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO CASE SHALL MYW BTOB, OUR PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS OR LICENSORS, OR THOSE OF SHOPIFY AND ITS AFFILIATES, BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS OR LOST REVENUE, ARISING FROM YOUR USE OF THE SERVICES OR ANY PRODUCTS PURCHASED THROUGH THEM, EVEN IF ADVISED OF THEIR POSSIBILITY.

SECTION 18 - INDEMNIFICATION

You agree to indemnify, defend and hold harmless MYW BTOB, Shopify, and our respective affiliates, partners, officers, directors, employees, agents, contractors, licensors, and service providers from any losses, damages, liabilities or claims, including reasonable attorneys' fees, arising out of (1) your breach of these Terms of Service, (2) your violation of any law or the rights of a third party, or (3) your access to and use of the Services.

SECTION 19 - SEVERABILITY

If any provision of these Terms of Service is determined to be unlawful, void or unenforceable, that provision shall be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be severed, without affecting the validity of the remaining provisions.

SECTION 20 - WAIVER; ENTIRE AGREEMENT

Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies referenced herein constitute the entire agreement between you and us regarding your use of the Services, superseding any prior agreements or communications.

SECTION 21 - ASSIGNMENT

You may not delegate, transfer or assign this Agreement or any of your rights or obligations under these Terms without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent or notice to you.

SECTION 22 - GOVERNING LAW

These Terms of Service shall be governed by and construed in accordance with French law. Any dispute arising from or relating to these Terms shall be subject to the exclusive jurisdiction of the competent French courts.

SECTION 23 - HEADINGS

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 24 - CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time on this page. We reserve the right, in our sole discretion, to update, change, or replace any part of these Terms of Service by posting updates to our website. It is your responsibility to check our website periodically for changes. Your continued use of the Services following the posting of any changes constitutes acceptance of those changes.

SECTION 25 - CONTACT INFORMATION

Questions about these Terms of Service should be sent to us at wholesale@marinayachtwear.com.

F&D Marina Yacht Wear Registered office: 16 avenue des Bréguières, 06800 Cagnes-sur-Mer, France Showroom: 1 quai Napoléon 1er, 06220 Vallauris, France Phone: 04 22 91 15 60 Email: wholesale@marinayachtwear.com SIRET: 901 640 359 00021 VAT Number: FR41901640359