Buyer Email Exchange Program
Addendum to the Wholesail Terms of Service
As set forth below, the parties agree to the following, which includes adding a new service, the Buyer Email Exchange Program, to the Wholesail Terms, pursuant to which the parties are currently doing business, as more fully set forth below. For the avoidance of doubt, all Definitions set forth in the Wholesail Terms apply to this Addendum as if fully set forth herein. In the event of a conflict between this Addendum and the Wholesail Terms, the Wholesail Terms will control except to the extent the conflict relates specifically and directly to the Buyer Email Exchange Program, in which case this Addendum will control.
PLEASE READ THE TERMS OF THIS ADDENDUM CAREFULLY.
WHEREAS, Wholesail, Inc. (“Wholesail”) operates a Buyer Email Exchange Program (the “Program”) that enables Sellers to reciprocally exchange business Buyer email addresses with other Sellers on the Wholesail platform for the purpose of delivering invoices, to which Seller will opt in through selection of the Buyer Email Exchange Program on the Order Form (or, following the Order Form effective date, through Seller’s affirmative election of the Program within the Wholesail Services, which election is deemed an amendment to Seller’s Order Form); participation is voluntary;
WHEREAS, in order to participate in the Program, Seller must agree to allow the business Buyer email addresses it provides to be exchanged as provided herein, and to comply with the obligations that apply to it as a sending seller and as a receiving seller, subject to the terms and conditions specified herein;
NOW THEREFORE, Seller and Wholesail, for good and mutual consideration as evidenced by Seller’s selection of the Buyer Email Exchange Program on the Order Form (or by Seller’s subsequent affirmative election of the Program within the Wholesail Services, which election is deemed an amendment to Seller’s Order Form), agree as follows:
1. Acceptance. Seller accepts and will abide by the Wholesail Terms and this Addendum.
2. The Program. By participating in the Program, Seller acknowledges that Wholesail may exchange business Buyer email addresses provided by one seller (“sending seller”) with other sellers (“receiving sellers”) on the Wholesail platform. A receiving seller will receive business Buyer email addresses that sending sellers have uploaded. Each Seller may act as both a sending seller and a receiving seller, and agrees to the terms below in each capacity.
3. Seller Representations and Warranties. Seller represents and warrants that (a) it has the right to contribute business Buyer email addresses to the Program and has provided appropriate notices to, and obtained any required consents from, the business Buyer to do so; and (b) it will not provide consumer email addresses to the Program.
4. License. Seller grants Wholesail a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, irrevocable, perpetual right and license to exchange the business Buyer email addresses uploaded by Seller with receiving sellers on the platform.
5. Receiving Seller Use; Disclaimer. Seller acknowledges that a receiving seller may retain, store, and use business Buyer email addresses received through the Program to send invoices. Wholesail disclaims all liability for the actions of receiving sellers with respect to business Buyer email addresses received through the Program.
6. Compliance. Seller will comply with (a) all applicable data privacy laws, (b) the Wholesail Terms, and (c) this Addendum in providing and using business Buyer email addresses.
7. Receiving Seller Obligations. With respect to Section 6(a), a receiving seller agrees to the following. A receiving seller will:
(a) Process the business Buyer email addresses only to send invoices to the applicable Buyers.
(b) Comply with applicable obligations under the California Consumer Privacy Act (“CCPA”) and provide the same level of privacy protection as is required by the CCPA, including offering business Buyers the right to opt out of the onward sale of their personal information.
(c) Permit Wholesail and the sending seller, upon reasonable request, to take reasonable and appropriate steps to ensure the receiving seller uses the business Buyer email addresses in a manner consistent with the receiving seller’s obligations under this Addendum and the CCPA, by requesting that the receiving seller attest to its compliance with this Addendum and applicable law. Following any such request, the receiving seller will promptly provide that attestation or an explanation of why it cannot provide it.
(d) Acknowledge that Wholesail and the sending seller have the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of business Buyer email addresses made available to the receiving seller.
(e) Notify Wholesail if the receiving seller determines that it can no longer meet its obligations under this Addendum or applicable law.
8. Sending Seller Opt-Out. A sending seller must offer business Buyers the right to opt out of the sale of their personal information in the context of the Program.