Terms of Service

Account — Your RetailWorld seller account, created upon whitelist approval.

Commitment — Your binding obligation to tender a specified quantity of a specific SKU at the quoted price and terms.

Eligible Balance — Funds credited to your Account that have cleared all applicable holds and are not subject to pending reversal, clawback, or chargeback.

Scan — RetailWorld's receipt, inspection, barcode capture, and verification of an Item at one of our authorized facilities.

Services — RetailWorld's buying group platform, website, portal, APIs, and all related tools, features, and communications.

The Services are offered exclusively to natural persons who are at least eighteen (18) years of age and to legal entities duly formed under the laws of a United States jurisdiction. Access is limited to Sellers who have submitted a complete application, executed the Seller Agreement, and received a written confirmation of approval from RetailWorld. We reserve the right, in our sole and absolute discretion, to accept, deny, suspend, or terminate any application or Account for any reason not prohibited by law, without notice and without liability.

With respect to every Item you tender to RetailWorld, you represent, warrant, and covenant, continuously and on each delivery, that:

1. You have clear and marketable title to the Item, free of any lien, encumbrance, or claim of right by any third party.
2. The Item was acquired by you lawfully and in the ordinary course of business from a licensed or authorized source.
3. The Item is genuine and authentic, is not counterfeit, is not materially refurbished unless expressly labeled and disclosed, and has not been altered in a manner that would impair subsequent resale.
4. The Item does not infringe upon any patent, trademark, copyright, trade secret, publicity, or other intellectual or proprietary right of any third party.
5. You have complied with all applicable federal, state, and local laws in the acquisition, handling, storage, and delivery of the Item, including without limitation consumer protection, anti-diversion, export control, sanctions, and anti-money-laundering laws.
6. The Item is not stolen, gray-market outside of any applicable authorization, subject to any recall, subject to any restriction on resale by the manufacturer that has not been disclosed to RetailWorld in writing, or otherwise restricted from resale.
7. You are not subject to any order of any court or regulator prohibiting you from engaging in the transactions contemplated by these Terms.

The foregoing representations and warranties are material to these Terms and shall survive delivery, inspection, Scan, and payment. Breach of any representation or warranty in this Section is a material breach of these Terms and constitutes grounds for immediate Account termination, clawback of any commissions paid, and pursuit of all remedies available at law or in equity.

Once you submit a Commitment, you are contractually obligated to tender the committed quantity within the specified window. Commitments may be reduced only within forty-eight (48) hours of the most recent Commitment and only subject to any per-SKU limits we publish. RetailWorld may, in its sole discretion and without liability, (a) inspect any Item before, at, or after Scan; (b) refuse any Item that fails inspection, does not match the committed SKU, or breaches any representation in Section 3; and (c) offset any resulting deficit against any Eligible Balance or future commission owed to you.

Commission on each Item is quoted on a per-product basis at the time of Commitment; there is no flat base rate. Net-term bonuses (currently +0.35% for Net 7, +0.75% for Net 15, and +1.25% for Net 30) are additive to the quoted product commission and apply only where timely tendered and Scanned. Commission is earned only upon successful Scan and is subject to reversal in the event of chargeback, return, fraud, or breach of these Terms.

The RetailWorld APY is a balance-based rewards rate offered by RetailWorld on Eligible Balances held with us. APY is not interest on a bank deposit held by you, is not guaranteed, may change at any time upon thirty (30) days' prior notice, and is subject to the terms of our APY Disclosure, which is incorporated herein by reference. RetailWorld is not a bank, trust company, broker-dealer, or investment adviser. See the APY Disclosure for program mechanics, including our relationship with J.P. Morgan Premium Deposit.

RetailWorld will initiate payout to the U.S.-domiciled bank account on file by Automated Clearing House (ACH) or domestic wire transfer promptly after Scan. Payout timing is dependent on your receiving institution and the U.S. banking system. You are responsible for the accuracy of account information. Losses resulting from incorrect account information are your sole responsibility.

Price-match requests must be accompanied by a screenshot or written offer identifying the specific SKU, the competing buying group, the offered price per unit, the effective date, and any material terms. Matches are honored only on comparable SKUs under comparable terms and are at RetailWorld's reasonable discretion.

You are solely responsible for all taxes associated with your participation in the Services. RetailWorld will issue an IRS Form 1099-NEC (or successor form) to Sellers whose payments in a calendar year meet applicable reporting thresholds. You agree to furnish a valid IRS Form W-9 prior to payout and to update it promptly on any change.

You shall not, and shall not permit any third party to: (a) submit any Item prohibited by Section 3; (b) use the Services for money laundering, tax evasion, or the financing of terrorism; (c) attempt to reverse-engineer, scrape, or circumvent any security or access control; (d) misrepresent your identity or business; or (e) engage in any act that reasonably threatens the integrity of the Services or RetailWorld's supplier or carrier relationships.

You agree to defend, indemnify, and hold harmless RetailWorld and its officers, managers, members, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) any Item you tender, (b) any breach of your representations or warranties, (c) your violation of applicable law, or (d) your breach of these Terms.

The Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, RetailWorld disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade.

In no event shall RetailWorld be liable to you for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or in connection with these Terms or your use of the Services, whether in contract, tort, or otherwise, even if advised of the possibility of such damages. RetailWorld's aggregate liability to you under these Terms shall not exceed the commissions paid to you by RetailWorld during the six (6) months immediately preceding the event giving rise to the claim.

RetailWorld may suspend or terminate your Account at any time, with or without cause, and with or without notice. Upon termination, your right to access the Services ceases immediately; provisions intended by their nature to survive termination (including Sections 3, 9, 10, 11, 12, 13, 15, and 16) shall so survive.

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws rules. Subject to Section 16, the exclusive venue for any judicial proceeding arising out of or related to these Terms shall be the state and federal courts located in Dallas County, Texas, and each party irrevocably consents to the personal jurisdiction of such courts.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved exclusively by binding arbitration administered by JAMS in Dallas, Texas, in accordance with its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court of competent jurisdiction. You and RetailWorld each waive the right to participate in a class, collective, or representative action.

Entire Agreement. These Terms, together with the Privacy Policy, APY Disclosure, and Seller Agreement, constitute the entire agreement between you and RetailWorld and supersede all prior or contemporaneous understandings. Severability. If any provision is held unenforceable, the remainder shall remain in full force. No Waiver. No failure to enforce any right shall constitute a waiver. Assignment. You may not assign these Terms without our prior written consent; we may assign freely. Changes.We may amend these Terms upon posting with a revised “Effective” date; material changes will be communicated through the portal or by email.

General and legal correspondence: info@retailworld.net.

Registered agent for service of process: