1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of the Arcadian Outfitters LLC website, online store, and related services (collectively, the "Site").

By accessing or using the Site, creating an account, or placing an order, you agree to be bound by these Terms. If you do not agree, do not use the Site.

"Arcadian Outfitters," "Arcadian," "we," "us," and "our" mean Arcadian Outfitters LLC, an Idaho limited liability company.

2. Relationship to the Retail Program Agreement

Many users of this Site are retailers participating in the Arcadian Outfitters Retail Program. If you sign or have signed our Retail Program Agreement (the "Retail Program Agreement"), that agreement governs your retail program participation, including Products, Displays, refills, pricing, and merchandising service.

• These Terms govern your use of the Site (including online ordering and account access).
• The Retail Program Agreement governs the commercial terms of your resale relationship with Arcadian.
• If there is any conflict between these Terms and the Retail Program Agreement regarding retail program specifics (such as Displays, refills, MAP, credit/returns, or merchandising), the Retail Program Agreement controls for those matters.

You are responsible for ensuring that anyone in your organization who uses the Site on your behalf is aware of and complies with both documents.

3. Eligibility and Business Use

The Site is intended for:

• Retailers and wholesale partners purchasing Arcadian products for resale
• Sales representatives and authorized agents placing orders on behalf of retailers
• Other business users evaluating or managing a retail relationship with Arcadian

By using the Site, you represent and warrant that:

• You are at least 18 years old (or the age of majority in your jurisdiction).
• You are using the Site on behalf of a business, or for professional purposes.
• You have authority to agree to these Terms on behalf of the business or organization you represent.

We may decline, suspend, or terminate access to the Site or your account at our discretion, including for violation of these Terms or the Retail Program Agreement.

4. Account Registration and Security

To access certain features (such as wholesale pricing, order history, or retailer tools), you may need to create an account.

You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your information as needed
• Keep your login credentials confidential
• Notify us immediately of any unauthorized use of your account or credentials

You are responsible for all activities that occur under your account, including orders placed by your employees or agents.

5. Orders, Pricing, and Payment

5.1 Product Information and Availability

We aim to provide accurate descriptions, images, and availability information for our products on the Site. However:

• We do not guarantee that product descriptions, photos, quantities, or availability are error-free.
• We reserve the right to correct errors, update information, or change product offerings at any time.

5.2 Wholesale, MAP, and MSRP

Wholesale pricing, Minimum Advertised Price (MAP), and MSRP for Arcadian products are established by Arcadian and may be updated periodically. Under the Retail Program Agreement, retailers must adhere to MAP in all public advertising.

MAP or channel violations may result in suspension or termination of your retail program participation, and we may restrict or disable your Site account in connection with such actions.

5.3 Order Acceptance

When you place an order through the Site:

• Your order is an offer to purchase, not a binding contract until we accept it.
• We may accept or reject any order at our discretion, including due to credit issues, availability, or account status.
• If we cancel or cannot fulfill an order, we will notify you and, where applicable, refund any amounts paid for the unfulfilled portion.

For retailer accounts operating under the vendor-managed model described in the Retail Program Agreement, refills must be approved by the Retailer (owner or manager) via email, text, portal, or signed form before Arcadian selects the mix and timing of Products.

5.4 Payment Terms

Unless we have granted Net 30 or other terms in writing (as described in your Retail Program Agreement), orders placed through the Site must be prepaid through the payment methods offered at checkout.

If you have Net 30 or other credit terms:

• You agree to pay all invoices in full when due.
• Late balances may accrue interest at the rate set in your Retail Program Agreement or the maximum rate allowed by law.
• We may suspend shipments, disable Site access for ordering, or terminate our relationship for nonpayment or repeated late payment.

All amounts are payable in U.S. dollars unless otherwise specified.

6. Shipping, Risk of Loss, and Acceptance

Shipping options and charges will be displayed at checkout or communicated by your rep. Under the Retail Program Agreement:

• Free ground shipping is included within the contiguous U.S.; expedited shipping is billed to the Retailer.

Risk of loss for products passes to you upon delivery to the shipping carrier or as otherwise provided in the Retail Program Agreement. Products are deemed accepted unless defects or shortages are reported within the timeframe specified in that agreement (typically 5 business days from delivery).

7. Returns, Credits, and Exchanges

The Retail Program Agreement governs your eligibility for returns, credits, and exchanges. In summary:

• Credits or exchanges are available only for verified defects, shipping errors, or mis-ships.
• Arcadian may, at its discretion, exchange slow-moving products to improve performance.
• Credits are not issued if you end participation in the program or remove the Display.
• Total credit value cannot exceed the related invoice, and returned items must be clean, tagged, and resellable.

Any online RMA or return tools offered through the Site are subject to these underlying program rules.

8. Displays, Merchandising, and Brand Care

If you participate in the Retail Program with Displays:

• "Display" means Arcadian's compact branded fixture provided for in-store use.
• After purchase, the Retailer owns the Display and inventory but authorizes Arcadian or its merchandiser to maintain, clean, photograph, and restock under Arcadian's vendor-managed model.
• Arcadian determines the mix, quantity, and timing of refills to maximize sell-through, subject to required store approval.

Retailers agree to:

• Use Displays exclusively for Arcadian products and not place or attach non-Arcadian items on or around the Display.
• Keep Displays visible, clean, unobstructed, and safely placed.
• Grant Arcadian or its merchandiser access to the Display for service, cleaning, photography, and restocking.
• Assume responsibility for loss, theft, or damage to the Display or inventory while on premises.

Merchandisers typically visit approximately every 4 to 6 weeks to clean, organize, photograph, and report inventory, and you authorize Arcadian to collect in-store photos and data for internal use and quality assurance.

9. Sales Channels and Online Marketplaces

Unless otherwise agreed in writing, products purchased from Arcadian may be sold only at approved physical locations identified in your retail program documentation.

Online sales (including on marketplaces like Amazon, eBay, or similar platforms) require Arcadian's prior written consent. Violations of channel restrictions or MAP policies may result in immediate suspension or termination of your retail program and related Site access.

10. Intellectual Property

All content on the Site, including but not limited to text, logos, graphics, photographs, product designs, Display designs, icons, and software, is owned by or licensed to Arcadian and is protected by copyright, trademark, and other intellectual property laws.

Without our prior written permission, you may not:

• Copy, reproduce, or distribute Site content outside the scope necessary to evaluate or purchase products
• Modify, reverse engineer, or create derivative works from the Site or its software
• Use any Arcadian trademarks, trade dress, or branding in a way that may cause confusion or suggest an unauthorized relationship

We grant you a limited, revocable, non-exclusive license to access and use the Site for legitimate business purposes related to purchasing and reselling Arcadian products.

11. User Content (Photos, Reviews, and Submissions)

You may be able to upload or submit content to us via the Site or related tools, including photo uploads, reviews, or visit notes.

By submitting any content, you represent and warrant that:

• You have all necessary rights to the content, and
• The content does not infringe any third-party rights or violate any laws.

You grant Arcadian a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display such content for internal operations, quality assurance, marketing, or support, in accordance with our Privacy Policy and applicable law.

We reserve the right (but are not obligated) to remove or refuse any content at our discretion.

12. Prohibited Uses

You agree not to use the Site to:

• Engage in any unlawful, fraudulent, or misleading activity
• Violate these Terms, the Retail Program Agreement, or any applicable law
• Attempt to gain unauthorized access to the Site, accounts, or systems
• Interfere with or disrupt the Site or servers
• Use any automated means (such as bots or scrapers) to access the Site except as expressly permitted

We may monitor use of the Site to maintain security and enforce these Terms.

13. Third-Party Services and Links

Our Site is hosted and powered in part by third-party providers, including Shopify and payment processors.

• Your use of those services may be subject to their own terms and policies.
• We are not responsible for the content, policies, or practices of third-party sites, services, or applications linked from or integrated with our Site.
• You access third-party services at your own risk.

14. Disclaimers

To the fullest extent permitted by law:

• The Site and all content, products, and services are provided "as is" and "as available," without warranties of any kind, express or implied.
• We do not warrant that the Site will be uninterrupted, error-free, secure, or free of viruses or other harmful components.
• Product warranties, to the extent they exist, are described in your Retail Program Agreement (for example, a limited warranty against manufacturing defects for 90 days from invoice).
• We disclaim any other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

15. Limitation of Liability

To the fullest extent permitted by law:

• Arcadian's total liability arising out of or relating to the Site, these Terms, or any products purchased through the Site is limited to the amount you paid for the affected products during the 12-month period preceding the event giving rise to the claim, or as otherwise specified in your Retail Program Agreement.
• Arcadian is not liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost business, or loss of goodwill, even if advised of the possibility of such damages.

Some jurisdictions do not allow certain limitations, so portions of this section may not apply to you. In those cases, the limitations will apply to the maximum extent permitted by law.

16. Indemnification

You agree to indemnify, defend, and hold harmless Arcadian, its affiliates, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Site
• Any breach of these Terms or the Retail Program Agreement
• Your negligence, misconduct, or violation of any law or third-party rights

This obligation is in addition to the indemnification terms in the Retail Program Agreement.

17. Force Majeure

We are not responsible for any delay or failure to perform arising from causes beyond our reasonable control, including natural disasters, labor disputes, supply chain disruptions, pandemics, government actions, or failures of third-party networks or services.

18. Term, Termination, and Suspension

These Terms remain in effect while you use the Site.

We may, at any time and without liability:

• Suspend or terminate your access to the Site or your account, in whole or in part, for any reason, including violation of these Terms, violation of the Retail Program Agreement, or inactivity.
• Modify, suspend, or discontinue any part of the Site.

Termination of Site access does not automatically terminate your underlying Retail Program Agreement, and vice versa. Each may be terminated according to its own terms.

Upon termination, all provisions which by their nature should survive (including intellectual property, disclaimers, limitations of liability, and indemnification) will continue in effect.

19. Governing Law and Dispute Resolution

These Terms, your use of the Site, and any disputes arising out of or related to them are governed by the laws of the State of Idaho, without regard to its conflict of laws principles.

You agree that any legal action or proceeding related to the Site or these Terms will be brought exclusively in the state or federal courts located in Idaho, and you consent to the personal jurisdiction of such courts.

20. Changes to These Terms

We may update these Terms from time to time to reflect changes in our practices, the Site, or legal requirements.

When we make changes, we will post the updated Terms on this page and update the "Last updated" date at the top. In some cases, we may provide additional notice (for example, by email or a notice in your account dashboard).

Your continued use of the Site after the updated Terms are posted constitutes your acceptance of the changes. If you do not agree with the updated Terms, you must stop using the Site.

21. Entire Agreement and Miscellaneous

These Terms, together with our Privacy Policy and, where applicable, the Retail Program Agreement, constitute the entire agreement between you and Arcadian regarding your use of the Site and supersede any prior or contemporaneous understandings on that subject.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Our failure to enforce any right or provision under these Terms will not be considered a waiver of such right or provision.

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations in connection with a merger, acquisition, asset sale, or by operation of law.