END-USER LICENSE AGREEMENT — Wholesale Stockist Platform
Last Modified: 04/03/2026
This End-User License Agreement ("Agreement") is a legal agreement between you ("User" or "Stockist") and BAUDE, LLC, a New York limited liability company ("Baude," "we," "us," or "our"), governing your use of the Baude NY Wholesale Stockist Platform and related tools, including the stockist application portal, sales reporting portal, billing update portal, terms signing portal, and any associated features, content, and services (collectively, the "Platform").
By accessing or using the Platform, you agree to be bound by this Agreement. If you do not agree to these terms, do not access or use the Platform.
1. LICENSE GRANT
We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely in connection with your participation in the Baude NY Wholesale or Consignment Stockist Program ("Stockist Program"), subject to the terms of this Agreement and any applicable Consignment Agreement or Wholesale Agreement you have signed with Baude.
2. ELIGIBILITY
The Platform is available only to businesses and individuals who have applied to and been accepted into the Stockist Program. You represent that you are authorized to enter into this Agreement on behalf of your business and that all information you provide through the Platform is accurate and complete.
3. ACCOUNT CREDENTIALS
You are responsible for maintaining the confidentiality of your vendor PIN and any other credentials used to access the Platform. You agree to notify Baude immediately of any unauthorized use of your credentials. Baude is not responsible for any loss or damage arising from your failure to safeguard your credentials.
4. PERMITTED USE
You may use the Platform to:
- Submit and manage stockist applications.
- Submit monthly sales reports.
- Update billing and business profile information.
- Review and electronically sign terms and agreements.
- Access invoices, reports, and other documents related to your stockist account.
- Place wholesale or consignment orders through the Baude NY Shopify store using your stockist account.
5. RESTRICTIONS
You agree not to:
- Access or use the Platform for any purpose other than participating in the Stockist Program.
- Share your vendor PIN or account credentials with any third party.
- Attempt to access another stockist's account, data, or reports.
- Submit false, misleading, or fraudulent sales reports or billing information.
- Reverse engineer, decompile, or attempt to extract the source code of the Platform.
- Use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use of the Platform.
6. INTELLECTUAL PROPERTY
The Platform, including all content, features, functionality, design, and underlying technology, is owned by Baude and is protected by intellectual property laws. This Agreement does not grant you any rights to Baude's trademarks, logos, or brand assets except as expressly permitted under a signed Consignment Agreement or Wholesale Agreement.
7. DATA AND PRIVACY
Your use of the Platform is subject to our Privacy Policy, available at baudeny.com/policies/privacy-policy. By using the Platform, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy, including the sharing of your information with third-party services such as Shopify, QuickBooks Online, Klaviyo, and BSS B2B Solution for the purposes described therein.
8. THIRD-PARTY SERVICES
The Platform integrates with third-party services to facilitate ordering, invoicing, email communications, and payment processing. Your use of these services may be subject to their respective terms and privacy policies. Baude is not responsible for the availability, accuracy, or practices of any third-party service.
9. DISCLAIMERS
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BAUDE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
10. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BAUDE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE PLATFORM. BAUDE'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO BAUDE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
11. TERMINATION
This Agreement is effective until terminated. We may terminate or suspend your access to the Platform at any time, with or without cause, with or without notice. Upon termination, your right to use the Platform ceases immediately. Sections 6, 9, 10, and 12 survive termination.
12. GOVERNING LAW AND DISPUTES
This Agreement is governed by the laws of the State of New York, without regard to conflict of law principles. Any disputes arising out of or relating to this Agreement shall be resolved in the courts located in New York County, New York.
13. MODIFICATIONS
We reserve the right to modify this Agreement at any time. We will notify you of material changes by posting the updated Agreement on our website and updating the "Last updated" date. Your continued use of the Platform after any changes constitutes your acceptance of the revised Agreement.
14. CONTACT
If you have questions about this Agreement, please contact us at:
BAUDE, LLC
90 State St., Suite 700, Office 40
Albany, NY 12207
admin@baudeny.com