Terms and Conditions

1. About Club12.us

Club12.us is a fictitious name (DBA) of Hermitage Investment Management LLC, a Pennsylvania limited liability company. Club12 operates a commercial platform and network designed to connect brands, retailers, distributors, and other business participants and to support product discovery, market development, retail placement, product launches, and related commercial activities.

Club12 may provide or facilitate services including:

• business and product information;
• retailer and brand discovery;
• commercial introductions;
• product presentations;
• market and commercial analysis;
• product matching;
• retail-development opportunities;
• communications between participating businesses;
• digital applications and forms; and
• other related services.

The availability and scope of Club12 services may change from time to time.

2. Additional Terms for Club12 Programs

Use of certain Club12 services may require acceptance of additional agreements or terms.

These may include, without limitation:

• Club12.us Retailer Membership Terms;
• Club12.us Brand Services & Royalty Agreement;
• individual Product Offers;
• terms applicable to additional or optional Club12 services; and
• other program-specific or transaction-specific terms.

If there is a conflict between these General Terms and specific written terms applicable to a particular Club12 program or transaction, the specific terms will control with respect to that program or transaction.

These General Terms do not by themselves create an obligation to purchase a product, participate in a Club12 program, pay a royalty, or accept a commercial offer.

3. Business Users and Authorized Representatives

Where you provide information, submit an application, accept an offer, enter into an agreement, or otherwise act on behalf of a company or other organization, you represent that you are authorized to act on behalf of that organization for the applicable purpose.

You agree not to knowingly provide false, misleading, fraudulent, or materially inaccurate information to Club12.

4. Club12’s Role

Unless expressly stated otherwise in a specific written agreement, Club12 acts as a commercial and information intermediary.

Club12 may collect, organize, analyze, present, and transmit information provided by brands, retailers, distributors, service providers, public sources, and other third parties.

Club12 does not become the manufacturer, supplier, importer, distributor, retailer, certifier, guarantor, agent, or owner of a product solely because Club12:

• presents a product;
• provides product information;
• facilitates an introduction;
• prepares a product presentation or Pitch Deck;
• performs market analysis;
• recommends or matches a product to a business; or
• facilitates communications or a commercial opportunity.

Specific commercial relationships may be governed by separate written terms.

5. Third-Party and Product Information

Club12 may display or provide information supplied by brands, retailers, distributors, public sources, data providers, and other third parties.

Club12 may review information for apparent completeness, consistency, dates, or other reasonably verifiable characteristics, but Club12 does not independently verify every statement, certification, product claim, technical specification, business representation, or other item of information.

Unless Club12 expressly states otherwise in writing, Club12’s review does not constitute:

• laboratory testing;
• regulatory approval;
• legal certification;
• quality-control inspection;
• product certification;
• financial verification;
• technical validation; or
• an independent guarantee.

Users remain responsible for conducting the due diligence appropriate to their own commercial decisions.

6. No Guarantee of Commercial Results

Club12 does not guarantee any particular:

• sales volume;
• profitability;
• retailer acceptance;
• customer demand;
• product performance;
• distribution;
• market penetration;
• business opportunity;
• commercial relationship; or
• financial result.

Market information, product matching, sales estimates, projections, recommendations, analysis, and other commercial insights made available through Club12 are provided for business-evaluation purposes and are not guarantees of future results.

Each business remains responsible for its own commercial decisions.

7. Acceptable Use

You may use the Club12.us website and Club12 services only for lawful and legitimate purposes.

You must not knowingly:

• use Club12 services for fraudulent, unlawful, deceptive, or abusive activity;
• impersonate another person or business;
• submit materially false or misleading information;
• attempt to gain unauthorized access to Club12 systems or data;
• interfere with the operation or security of the website or services;
• introduce malicious software or harmful code;
• scrape, copy, extract, or systematically collect Club12 data except where expressly authorized;
• misuse confidential or proprietary information obtained through Club12; or
• use Club12 services in a manner that violates applicable law or the rights of another person or business.

Club12 may restrict or block access where reasonably necessary to protect its systems, users, business partners, or network.

8. Intellectual Property

Unless otherwise stated, the Club12.us website and its original content, design, branding, logos, software, layouts, presentations, databases, analytical formats, and other proprietary materials are owned by or licensed to Club12 and are protected by applicable intellectual-property laws.

You may use Club12 materials only for their intended business purpose and may not reproduce, distribute, sell, modify, commercially exploit, or create derivative works from Club12 proprietary materials without authorization.

Brands, retailers, and other users retain ownership of their own trademarks, logos, product materials, content, and other intellectual property submitted to Club12.

Submission of such materials grants Club12 the rights reasonably necessary to provide the applicable Club12 services, subject to any additional agreement governing the relationship.

9. Confidential and Non-Public Information

Users may receive non-public or commercially sensitive information through Club12, including information concerning products, brands, retailers, pricing, commercial offers, launch plans, market information, and business opportunities.

Such information must not be improperly disclosed or used for purposes unrelated to the applicable Club12 relationship or commercial opportunity.

This restriction does not apply to information that:

• is publicly available through no breach of an obligation;
• was lawfully known before disclosure;
• was lawfully received from another source;
• was independently developed; or
• must be disclosed pursuant to applicable law.

More specific confidentiality obligations may apply under separate Club12 agreements.

10. Privacy and Data

Club12 may collect, process, store, analyze, and use business information, business contact information, and other information provided through its website and services in accordance with the applicable Club12 Privacy Policy, these Terms, and any specific agreement applicable to the relevant Club12 program.

Information may be used as reasonably necessary to:

• operate the Club12 platform;
• process applications;
• communicate with businesses and their representatives;
• verify business information and documentation;
• provide requested services;
• facilitate transactions and commercial opportunities;
• support product discovery, assessment, placement, and launch activities;
• collect and analyze sales, placement, and product performance information;
• improve Club12 services;
• protect against fraud and misuse; and
• comply with applicable law.

Where applicable, additional data-use provisions may be contained in Retailer Membership Terms, Brand agreements, Product Offers, or other specific agreements.

11. Electronic Communications

Club12 may communicate electronically using email, website notices, online forms, links, or other electronic methods.

Where a user provides an email address in connection with a Club12 application, account, program, or commercial relationship, the user is responsible for maintaining accurate and accessible contact information.

Electronic notices and communications may constitute valid communications to the extent permitted by applicable law and any specific agreement between Club12 and the user.

12. Electronic Acceptance and Records

Certain Club12 services may allow agreements, applications, offers, or other documents to be accepted electronically.

Where an electronic acceptance mechanism expressly states that an action constitutes agreement — including a checkbox, electronic signature, or an Accept, I Agree, Submit & Accept, or similar button — that action may constitute legally binding electronic acceptance to the extent permitted by applicable law.

Club12 may retain records reasonably necessary to document electronic transactions, including the applicable document or offer version, date and time of acceptance, business identity, authorized representative, and other relevant transaction information.

Merely browsing publicly available pages of the Club12.us website does not by itself constitute acceptance of a separate Retailer Membership Agreement, Brand Services Agreement, Product Offer, or other commercial agreement.

13. Third-Party Services and Links

Club12 may use, integrate with, or provide links to third-party websites, platforms, payment services, data providers, communication services, or other external resources.

Third-party services are controlled by their respective providers and may be subject to their own terms and privacy policies.

Club12 is not responsible for third-party websites or services except to the extent expressly provided in a specific agreement or required by applicable law.

14. Service Availability

Club12 may modify, update, suspend, discontinue, or change portions of the website or services from time to time.

Club12 does not guarantee uninterrupted, error-free, or continuously available access to the Club12.us website or digital services.

Where a particular Club12 service is subject to a separate agreement, any applicable service obligations under that agreement will control.

15. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Club12.us website, general platform functionality, information, and materials are provided on an “as available” basis.

Except where expressly provided in a separate written agreement, Club12 does not make warranties regarding the accuracy, completeness, availability, commercial suitability, or particular results of information or services available through the website.

Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.

16. Limitation of Liability

To the maximum extent permitted by applicable law, Club12 will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising solely from use of, or inability to use, the general Club12.us website or platform.

Club12 will not be responsible for the independent acts or omissions of brands, retailers, manufacturers, distributors, suppliers, carriers, payment processors, or other third parties except where liability may not lawfully be excluded.

Any liability arising under a specific Club12 membership, service, royalty, Product Offer, or other commercial agreement will be governed by the applicable specific agreement.

Nothing in these Terms limits liability that cannot legally be limited or excluded.

17. Independent Business Relationships

Access to or use of Club12 does not by itself create a:

• partnership;
• joint venture;
• employment relationship;
• franchise;
• fiduciary relationship; or
• general agency relationship

between Club12 and any user.

Brands, retailers, distributors, and other participants remain independent businesses unless expressly agreed otherwise in writing.

18. Force Majeure

Club12 will not be responsible for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, severe weather, war, terrorism, civil unrest, governmental action, regulatory changes, labor disputes, transportation or supply-chain disruption, telecommunications or internet failures, cyber incidents, widespread technology failures, epidemics, pandemics, or similar events.

Specific payment or transaction obligations already incurred may remain applicable under the relevant commercial agreement.

19. Changes to These Terms

Club12 may update these General Terms from time to time.

The current version will be published on the Club12.us website together with its effective date.

Where applicable law or a specific Club12 agreement requires additional notice or affirmative acceptance of a material change, Club12 will provide such notice or request such acceptance.

Changes to these General Terms do not automatically modify separately agreed financial or commercial terms unless expressly provided.

20. Governing Law

These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-law principles, except where applicable law requires otherwise.

21. Dispute Resolution

The parties should first make a good-faith effort to resolve any dispute relating to these Terms through direct communication.

To the extent a dispute arising specifically under these Terms is subject to arbitration and such arbitration is legally enforceable, it will be conducted in Philadelphia, Pennsylvania, under the applicable Commercial Arbitration Rules of the American Arbitration Association, unless otherwise agreed or required by applicable law.

Specific Club12 agreements may contain their own dispute-resolution provisions, which will govern disputes arising under those agreements.

Nothing in these Terms prevents a party from seeking temporary or injunctive relief from a court of competent jurisdiction where legally permitted.

22. Survival

Any provisions of these Terms that by their nature are intended to survive termination or cessation of use will remain in effect, including, where applicable, provisions relating to intellectual property, confidentiality, data and privacy, limitation of liability, dispute resolution, and governing law.

23. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will continue in effect to the maximum extent permitted by law.

24. No Waiver

Failure by Club12 to enforce a provision of these Terms does not waive Club12’s right to enforce that provision or any other provision in the future.

25. Contact

Questions regarding these Terms may be sent to:

Club12.us
a fictitious name (DBA) of
Hermitage Investment Management LLC
Pennsylvania, United States

Email: hello@club12.us
Website: club12.us