Shop Vendre Seller and User Agreement

Shop Vendre Seller Policy and User Agreement

Contents

1. Introduction 2

2. Enrollment of Services. 2

3. Policy Enforcement 2

4. Fees, Payments and Taxes 3

5. Listing Conditions 4

6. Content and License 5

7. Intellectual Property Violations and Copyright Infringement 5

8. Authorization to Contact You; Recording Calls; Analyzing Message Content 6

9. Returns and Cancellations for Sellers 6

10. Disclaimer of Warranties; Limitation of Liability. 6

11. Release 7

12. Indemnity 8

13. General 8

14. Introduction

This Vendre Seller Policy and User Agreement (this “Agreement”) is entered into by and between you, the Seller (“you,” “seller”) and Vendre Group LLC ("Company," “Vendre,” "we," or "us"). The following terms and conditions, together with all policies and additional documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of shopvendre.com, including any content, functionality, and services offered on or through shopvendre.com (the "Website").

All sellers are expected to adhere to the following policies when listing products on the Website. Seller offenses, prohibited content, and violations of this Agreement can result in suspension of your Vendre account. This Agreement contains the terms and conditions that govern your access and use of Vendre, including all services associated with every aspect of Vendre (“Services). By opening an account with Vendre, you agree to be bound by this Agreement. Vendre is a clothing online marketplace that seeks to match buyers and sellers of gently used clothing and accessories in great condition that allows buyers to rediscover fashion brands at reduced prices and allow sellers to resell unwanted merchandise for profit. Vendre recognizes that fashion and clothing is an important method of self-expression and identity realization. As such, Vendre has designed its Website with both the buyer and seller’s experience in mind. 2. Enrollment of Services.
To begin listing goods on our Website, you will need to register for one or more of our Services and agree to comply with this Agreement. You must be 18 years old in order to register and not prohibited from selling your products as a result of prior termination of your seller account. Any personal information provided will be handled in accordance with our Website Privacy Policy.
3. Policy Enforcement Vendre strives to promote a fair and engaging marketplace, where buyers can find the clothing they are looking for and where sellers can easily list and conduct transactions. As such, our policies are geared towards promoting an efficient and respectful user experience. You agree to interact with Vendre, its users, other sellers, or any other individual associated with Vendre in a respectful, fair, and lawful manner. In connection with using or accessing our Services you agree to comply with this Agreement, our policies, our terms, and all applicable laws, rules, and regulations, and you agree not to: • Misuse any service provided by Vendre. • Use Vendre to engage in criminal, fraudulent, or tortious activity. • Send unsolicited or inappropriate messages to any individual on the Website. • Interfere with any market for goods by publishing false or fraudulent listings, write frivolous reviews, inflate customers’ ratings, or post false feedback or reviews. • Post false or misleading listings of your products to be sold on the Website. • Communicate directly with buyers of your goods directly through the Website. • Attempt to circumvent this Agreement in any way, including selling your goods directly to customers or using outside lines of communication to solicit buyers. • Post links to other external marketplaces on your Vendre profile. You assume to take full responsibility for the accuracy of all your product listings. Any false or fraudulent listings will be removed. Any content that violates any of Vendre’s policies may be removed at Vendre’s sole discretion. Vendre reserves the right to modify or remove any and all parts of a product listings. Modifications to your list may include changing the product description including size, color, brand name, etc. and in some cases modifying the price. If you learn that a product you have listed has been recalled by the government or a manufacturer for any reason, you will promptly remove all listings of that product. You agree to make reasonable efforts to keep yourself well-appraised of recalls pertaining to your products. Upon removing the product from Vendre, you agree to comply with applicable law regarding further actions concerning the recalled products. Vendre disclaims any and all liability resulting from continued listings of recalled products.
Vendre prohibits the use of our Services to discriminate against people based on legally protected classes (race, color, ethnicity, national origin, religion, gender, gender identity, sexual orientation, disability, etc.). Beyond that, Vendre prohibits the use of hate speech. Vendre defines “hate speech” as abusive or threatening speech or writing that expresses prejudice on the basis of individual identity. Hate speech occurs when violent, offensive, derogatory, or demeaning language is directed at a person or group based on their identity. Vendre reserves the right to take disciplinary action for instances of hate speech, up to termination of the seller’s account. You agree not to make any statements, that defame, disparage or any language that may be deemed violent, offensive, derogatory or demeaning in any way that discriminates the personal or business reputation of Vendre or directed at a person or group based on the personal attributes listed above.
If you are found to violate any of Vendre’s policies, Vendre may remove the listing, give a written warning, temporarily suspend your account, or terminate your account. You may file an appeal with Vendre, but Vendre in its sole discretion has no obligation to give process for any violation of Company policy. 4. Fees, Payments and Taxes

Vendre does not charge listing fees or transaction fees. Vendre only charges a commission percentage of 20% for every sale. Posted prices do not include taxes or charges for shipping and handling. All sellers will be required to create an account through PayPal, and Vendre will remit all payments to sellers for commissions owed to your designated bank account through PayPal less any refunds, cancellations or adjustments (“Sales Proceeds”). We reserve the right to change the method of payment at our sole discretion, though we will give you reasonable notice of any changes.

Vendre does not collect and store credit card information. Instead, Vendre uses Stripe or PayPal or a similar third party billing service as an intermediary payment service. However, you nonetheless agree to allow Vendre and its agents to receive and distribute payments entitled you on an established payment schedule. When a buyer inputs payment information to Vendre, that money will go through PayPal ultimately into a Vendre account, from which you will receive semimonthly disbursements. In this way, you as a seller will receive a payment from Vendre twice per month. Each seller allows Vendre to receive, hold, and settle payment claims with the seller. Your Sales proceeds will be held in an account and will represent an unsecured claim against Vendre. Your sales proceeds are not insured by the Federal Deposit Insurance Corporation, and you may not collect Sales Proceeds directly from any buyer. Prior to disbursing funds to you, Vendre may combine the Sales Proceeds held with funds of other sellers or use them for other purposes permitted by applicable laws. You will not receive or be entitled to any interest earned on any Sale proceeds. To the extent required by applicable laws, Vendre will not use or commingle any Sale Proceeds designated for you to use for its own corporate purposes. In the event of bankruptcy, Vendre will not voluntarily make Sales Proceeds available to its creditors and Vendre will not knowingly permit its creditors to have any claims on such funds. Buyers may use different payment methods when paying for goods on Vendre, such as credit or debit cards (VISA, American Express, MasterCard, Discover, etc.), PayPal, Apple Pay, Google Pay, coupons, gift cards, etc (“Vendre Payments”). We may modify the scope of payment methods available at our sole discretion, and Vendre may refuse service of Vendre Payments to anyone, for any reason, at any time. Once Vendre disburses your Sales Proceeds to you, those funds will appear in your balance window on your homepage. A transaction is considered complete once the funds are disbursed to you. In this way, transactions become complete semimonthly, when Vendre releases its payments to the sellers. Any refunds, cancellations or adjustments will be deducted from the balance of your disbursement, on a semimonthly basis. We may permit certain customers to place invoiced orders for Your products, in which case remittance of Sales Proceeds may be delayed according to each customer’s invoicing terms. Aside from the limited circumstances set out below, you are responsible for collecting and paying any taxes associated with using and making sales through Vendre’s Services. Vendre will issue MISC 1099 forms to certain sellers to comply with IRS and state requirements. To comply with applicable US tax laws, Vendre will calculate, collect and remit sales tax on your behalf for orders shipped to customers residing in US locations. 5. Listing Conditions

By using Vendre and its services, you agree to the following listing conditions: • Provide accurate and complete information of every product you list and update this information as necessary. • Ensure that your products and listings (including packaging, minimum age, marking and labeling requirements) comply with all applicable laws. • Do not list products that contain any sexually explicit images, or any defamatory or obscene content. • Do not disclose any information about how to access excluded materials on your Vendre profile. • Do not list any frivolous items or services that do not exist. Blank or frivolous listings create confusion and increase the risk of fraud. • Vendre reserves the right to collect data on customer ratings and feedback and may choose to publicly display such data to enhance the user experience. • Any URL links may be removed from your listing. We may provide recommendations to your listing based on variety of factors including sales and performance history.

6. Content and License

By using Vendre, you grant Vendre a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to exercise any and all content, images, designs, media, currently known or developed in the future, and all associated intellectual property Rights in connection with using our Services. To the fullest extent permitted under applicable law, you waive your right to enforce your intellectual property rights against Vendre, our successors and assignees, sublicensees, and their assignees in connection with the use of such content, images, designs, and media.

7. Intellectual Property Violations and Copyright Infringement

Vendre will try to respond quickly to reports of intellectual property infringement. Vendre’s DMCA copyright infringement policy outlines our specific response procedures to reports of violations. Vendre reserves all rights to take remedial action such as removing the infringing content from the website, suspending the account that posted the infringing content, and disabling viewer access to the infringing material. Vendre may give a copy of an incident report to the seller account in question that details the grounds of alleged infringement. This report has instructions on how to appeal Vendre’s determination of infringement. Before taking permanent remedial action such as disabling the infringing account, Vendre will make reasonable efforts to contact the infringing user to request to cease all infringing activity.

Vendre reserves the right to disable any listing or account that we believe violates our Terms of Use, including our Copyright Policy. Vendre also reserves the right to take action against abusers of Vendre’s Copyright Policy or our Terms of Use. 8. Authorization to Contact You; Recording Calls; Analyzing Message Content

By listing products on Vendre, you give full and informed consent for Vendre and its agents, assignees, or contractors to contact you through emails, text messages, active voice calls, and prerecorded voice calls using the contact information you have provided to us. Vendre may contact you to notify you of changes regarding your account, troubleshooting, resolve any disputes, customer feedback or questionnaires or any necessary to maintain your account.

Vendre may also contact you to provide notice under this Agreement of changes to the Seller Policy or any other policies, by sending you an email notification, or by similar means. We may also communicate with you electronically and in other media, and you consent to such communications. You will ensure that all of your contact information is up to date and accurate at all times.

9. Returns and Cancellations for Sellers

Vendre is committed to providing a fair marketplace for both sellers and buyers. As such, Vendre will assume responsibility for customer complaints regarding packaging, shipping & handling, refunds, and adjustments. Vendre will require you to reimburse us on all approved refunds or adjustments. When a customer files for a refund, Vendre will conduct a review of the transaction to determine if the customer is entitled to a refund or an adjustment. If Vendre determines that the customer is entitled to a refund or an adjustment, we will notify you by posting a notice to your account homepage. Then, Vendre will pay the money owed to the customer, and subsequently Vendre will detract the same amount from your seller account. Sellers may implement automatic payment procedures in the event of anticipated refunds, but such procedures must satisfy the terms and conditions of this Agreement.

Buyers generally do not have the right to cancel an order. Vendre may review requests for cancellation on an individual basis. If a buyer submits a cancellation request, Vendre will send a notification to the seller’s homepage, giving the seller 3 days to accept or decline the cancellation request. If the order cannot be cancelled, (if the seller has already shipped the order), then the buyer must file a request for return and comply with Vendre’s return policy. Vendre may or may not adopt a money back guarantee for any damaged goods and will be reviewed on an individual basis. 10. Disclaimer of Warranties; Limitation of Liability.

We do not manufacture or have any ownership control any of the products offered on our Website. The availability of products through our Wesbite does not indicate an affiliation with or endorsement of any product, retailer, service or manufacturer. Accordingly, we do not provide any warranties with respect to the products or services offered on our Website.

ALL PRODUCTS AND SERVICES OFFERED ON THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF ANY CONTENT, USE, DELAYS OR DISRUPTIONS, SERVICE INTERRUPTIONS, SECURITY, ERRORS, SUSPENSIONS, AND TERMINATION IN CONNECTION WTIH USING OUR SERVICES.

IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN OR RELATED TO THIS AGREEMENT WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS OF FEES DURING THE PRIOR SIX-MONTH PERIOD PAID BY YOU TO VENDRE IN CONNECTION WITH THE SERVICES GIVING RISE TO THE CLAIM. 11. Release By entering into this Agreement, you hereby release and forever discharge Vendre, its successors and assigns, all stockholders, officers, directors, agents and employees, from any and all liabilities whatsoever to Vendre at any time, whether at law or in equity (including any right of contribution), arising out of this Agreement, by operation of law or otherwise, existing or arising from any acts or events, omissions or alleged to have occurred or to have failed to occur, or that may occur hereafter including any system failures or interruptions. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. 12. Indemnity

You agree to indemnify, defend and hold us harmless for all claims, costs, losses, actions, damages, fees, judgments, fines, penalties and other liabilities and expenses incurred of whatever kind, including reasonable attorneys’ fees arising out of any third-party claim alleging (a) your breach of this Agreement including without limitation any violation of Vendre’s policies; (b) any negligent or culpable act or omission (including any reckless or willful misconduct) in connection with your performance of the obligations under this Agreement); (c) any failure to comply with any law or the rights of a third party; or (d) any transaction processed for items you listed on the Website involving improper use or any descriptions, claims or disputes arising out of any items you listed on the Website.

13. General

A. Goods Not for Resale or Export. You represent and warrant that you are selling products or services for customers’ personal or household use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the United States.

B. Privacy. We respect your privacy and are committed to protecting it. Our Website Privacy Policy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Website.

C. Compliance With Laws. Notwithstanding anything contained in this Agreement to the contrary, the obligations of the parties with respect to the consummation of the transactions contemplated by this Agreement shall be subject to all laws, present and future, of any government having jurisdiction over the parties and this transaction, and to orders, regulations, directions or requests of any such government.

D. Governing Law and Jurisdiction. This Website is operated from the US. All matters arising out of or relating to the Agreement are governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Utah.

E. Dispute Resolution and Binding Arbitration. Any claim, dispute or controversy arising or relating to this Agreement will be resolved exclusively to final binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Utah law. The arbitrator will have exclusive authority to resolve any dispute and any award of the arbitrator will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. The arbitrator may not consolidate more than one person’s claims. No class arbitration proceedings will be permitted. F. Assignment. You will not assign any of your rights or delegate any of your obligations under the Agreement without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under the Agreement. G. Notices. We may provide any notice to you under this Agreement by: (i) sending a message to the email address you provide or (ii) by posting to the Website. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current. To give us notice under this Agreement, you must contact us at admin@shopvendre.com. H. No Waivers. The failure by us to enforce any right or provision of the Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Vendre Group LLC. I. No Third-Party Beneficiaries. the Agreement does not and is not intended to confer any rights or remedies upon any person other than you. J. Severability. If any provision of the Agreement is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of the Agreement. K. Relationship of Parties. The parties hereto are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, franchise, fiduciary, employment or agency relationship between the parties. Neither party has any express or implied authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party.

L. Entire Agreement. This Agreement constitutes the sole and entire agreement of the between you and Vendre with respect to selling items on the Site, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.