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These terms and conditions create a binding contract between you and The Revury (the "Agreement"). Please read this Agreement carefully. To confirm your understanding and acceptance of the Agreement, affirmatively check the box and click the “Agree” or “Submit” button or sign the Agreement. You must agree to this Agreement if you wish to consign goods with The Revury.
ONCE YOU AGREE TO THIS AGREEMENT, IT WILL REMAIN IN EFFECT UNTIL TERMINATED BY EITHER YOU OR THE REVURY.
1. Purpose. The Revury is an online marketplace that markets and sells pre-owned luxury designer apparel, jewelry, watches, and accessories on a consignment basis. You would like The Revury to sell the items that you have sent to us or that we have collected from you (collectively, the "Property") on a consignment basis. This means that you, not The Revury, will still own the Property, even after you transfer physical possession of the Property to The Revury. After The Revury receives or picks up Property from you, The Revury will send you an email in accordance with "Notices" at Section 14.10 below confirming the items of Property received. Once the items have been inspected and authenticated by The Revury, they will be posted for sale online (the items are then "Accepted") and the list price(s) assigned to those Accepted items. Please note that all prices are determined at The Revury’s sole discretion unless previously agreed in writing. The Accepted items will then be processed and listed as available for sale on the site and, at The Revury’s sole discretion, may also concurrently be displayed and available for purchase at any brick and mortar locations or events.
2. Delivery of Property; Risk of Loss; Insurance. The Revury accepts the Property from you on a consignment basis only. You are responsible for all risk of loss or damage to the Property until The Revury takes physical possession of it; however, if you use The Revury's approved, pre-paid shipping label and approved method of shipment to ship your Property, The Revury will assume the risk of loss or damage to the Property upon shipment. A "Shipment" means items of Property that are shipped together under a single The Revury approved, pre-paid shipping label.
3. Damaged or Destroyed Property. If an item of Property is damaged, stolen, or lost while in The Revury's possession, it will be treated as Sold (defined in "Title to Property" at Section 8 below) and The Revury will pay you a Commission (defined in "Commissions and Payment" at Section 9 below) on that item. The Commission will be based on the damaged, stolen, or lost item’s estimated Net Selling Price (defined in "Commissions and Payment" at Section 9 below), which will be determined solely by The Revury. Except in New Jersey, this remedy shall constitute your sole remedy and entire recourse against The Revury for Property that is damaged, stolen, or lost and is in lieu of any other remedy otherwise available as a matter of law or equity.
4. Property Acceptance Conditions. Upon receipt, The Revury will evaluate each item of Property to determine, in its sole discretion, its authenticity, quality, and value. The item’s condition will affect the valuation. The Revury only accepts Property for consignment that: (a) The Revury determines in its sole discretion to be in very good to excellent condition; (b) is listed in The Revury’s current Designer Directory at the time of evaluation (see www.therevury.com/designer for items currently being accepted); (c) The Revury determines in its sole discretion to be authentic; and (d) for which the representations and warranties you make in the "Your Representations, Warranties, and Indemnification"section below are true. Property that does not meet the above requirements will not be accepted and will be either: (i) be returned to you at your expense, or (ii) with your approval, confirmed in writing, The Revury will donate your items to a charity of its choice (see "Unauthenticated, Counterfeit, or Stolen Item" at Section 5 below and "Consignment Period and Return of Property" at Section 6 below for more information).
5. Unauthenticated, Counterfeit, or Stolen Items. You are responsible for ensuring the authenticity of all Property you provide to us. If The Revury cannot confirm the authenticity of any item of Property you have provided, it shall have the right in its sole discretion to refuse to accept the item. If The Revury determines at any time that an item of Property is counterfeit, The Revury shall notify you that it has made such a determination and you will have an opportunity to provide proof of purchase/other proof of authenticity acceptable to The Revury. You acknowledge and agree that any item The Revury finally determines to be counterfeit will not be returned to you and will be destroyed. You acknowledge and understand that The Revury is subject to laws and regulations relating to claims that consigned items are counterfeit, have been stolen, or otherwise violate applicable law. The Revury takes such reports seriously and will cooperate with law enforcement in all investigations.
6. Consignment Period and Return of Property. The "Consignment Period" for each item of Property begins on the date The Revury accepts the item for consignment and ends 365 days thereafter, even if this Agreement has been terminated during that time by you or The Revury. At any time during the Consignment Period, and subject to this provision, you may request in writing that The Revury return the item (a "Return Request"), so long as the item has not already been Sold. Once The Revury receives your Return Request, it will use commercially reasonable efforts to remove the item from therevury.com (the "Site") before it is sold. It is your responsibility to ensure that The Revury has your most current contact information and mailing address.
(a) If the Return Request is made 90 days or less from the date The Revury Accepted the item of Property, then The Revury will return the item within 30 days. The Revury will charge you the costs of return and, in such case, such costs shall be deducted from your pending Commissions. If you do not have enough pending Commissions available to cover the costs of return, The Revury shall have no obligation to return the item to you unless and until you pay The Revury the costs of return prior to shipment.
(b) If the Return Request is made more than 90 days after Acceptance, the item will be returned within 30 days at The Revury’s expense and no fees will be added.
(c) If an item remains unsold at the end of the Consignment Period, The Revury will contact you and, at your option and The Revury’s expense: (i) return the item to you or (ii) donate the item to a charity of the The Revury’s choice. If at the end of the Consignment Period The Revury is unable after using commercially reasonable efforts to contact you at the email or physical address it has on file for you in accordance with the "Notices" at Section 14.10 below, the item may be donated to a charity of The Revury’s choice.
7. Efforts to Sell; Price. Provided you comply with the terms of this Agreement, The Revury will use commercially reasonable efforts to sell the Property on its Site or through brick and mortar locations, as applicable. You acknowledge and agree that:
(a) The Revury has the right in its sole discretion to determine the initial selling price for each item of Property (the "Initial Sale Price") based on its evaluation of that item, together with its determination of the current market price for that item;
(b) In order to market and promote the sale of each item, The Revury may in its sole discretion apply an immediate 20% discount to the item, which will affect the item’s Initial Sale Price, unless The Revury and you have otherwise agreed in writing to a specific price at which a specific item must be sold; and
(c) The Revury may offer additional discounts and promotions during the Consignment Period, at its sole discretion and without notice to you, as a means to efficiently market and sell the Property, unless The Revury and you have otherwise agreed in writing to a specific price at which a specific item must be sold.
8. Title to Property. You will continue to own and have title to each item of Property until that item is "Sold". An item will be considered Sold when either:
(a) it is sold by The Revury to a customer and not returned to The Revury within the period specified in The Revury's then-current Return Policy (see www.therevury.com/returns); or
(b) it is lost, stolen, damaged, or destroyed while in The Revury's possession.
9. Commissions and Payment. You will be entitled to receive a Commission on items Sold, in accordance with the following:
9.1 Calculation of Commissions. The Revury will pay you a Commission on each item of Property that is Sold. The Commission shall be equal to the item’s Net Selling Price multiplied by the applicable Commission Rate. The Commissions you receive for Sales of your Property are the sole compensation you will receive under this Agreement. The following definitions apply:
(a) "Commission Window" means the one year window commencing on January 1st and ending December 31st.
(b) "Net Selling Price" means the price at which an item of Property is Sold, less applicable discounts and promotions and excluding taxes and shipping. "Net Sales" means the total amount received by The Revury from the Sale of all of your Property within a Commission Window, less applicable discounts and promotions and excluding taxes and shipping. For example, if you had three items of Property that Sold in a Commission Window whose Net Selling Prices were $5,000, $100, and $4,000, your Net Sales for that Commission Window would be $9,100.
(c) “Commission Rate” is the percentage of Net Sales that You are entitled to receive for each item of Property that is Sold. Commission Rates are used to calculate the commission payment (the "Commission") you receive for each item of Property that is Sold. The Commission Rate that will apply to Sales of your Property within a Commission Window is based on your Net Sales within that Commission Window. The structure of our Commission Rates is intended to reward frequent consignors therefore your commission rate increases when certain Net Sales benchmarks have been reached. Current rates and benchmarks may be found at https://therevury.myshopify.com/pages/commission-rates. The Revury may also, from time to time in its sole discretion, (i) for promotional reasons and without notice, offer Special Commission Rates that apply only to specific item categories, are offered for a specific period of time, or that have other special conditions and (ii) make other changes to its Commission structure and the Commission Rates upon at least fourteen (14) days' notice to you as described in "Amendments; Waiver" at Section 14.1 below. A Commission Rate of (i) 50% will always apply for any items priced between $146 and $199 and (ii) 40% will always apply for any items priced under $145, regardless of the amount of Net Sales you have achieved in the applicable Commission Window, your starting Commission Rate for any Commission Window, or any other Commission Rates that would otherwise apply.
9.2 Commission Rate Reset. After the end of the first Commission Window and after the end of each Commission Window thereafter, your starting Commission Rate for the next Commission Window will be set at the highest Commission Rate you achieved in the previous Commission Window (excluding Special Commission Rates). For example, if you reached Net Sales of $11,000 in your first Commission Window and the then-current Commission Rate that applies to Net Sales of $11,000 is 70%, your starting Commission Rate for the next Commission Window will be 70%. If in Commission Window 2, you only reach Net Sales of $1,400 and the then-current Commission Rate that applies to Net Sales of $1,400 is 55%, your starting Commission Rate for Commission Window 3 will be reset to 55%.
9.3 Payments. The Revury typically begins processing Commission payments on the 15th day of every month for Sales that occurred during the previous month. For example, payments processed on April 15th would cover the sales period from March 1 through March 31. Payments will be made to you by physical check, direct deposit or, if you elect another payment method acceptable to The Revury, by such payment method. The timing of processing and delivering Commission payments will vary by the payment method you select but will typically take at least two business days.
9.4 Disputes. If there is a dispute between you and The Revury, The Revury shall have no obligation to pay any Commissions or other amounts due to you, including without limitation, amounts unrelated to the dispute, unless and until the dispute is resolved. The Revury may withhold any Commissions due to you (including any due for Sold items of Property not subject to the dispute) in full or partial satisfaction of any amounts you owe to The Revury.
10. Disclaimer of Warranties. YOU HEREBY EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE REVURY’S SERVICES IS AT YOUR SOLE RISK AND THE REVURY’S CONSIGNMENT AND OTHER SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE REVURY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE REVURY MAKES NO WARRANTY THAT (A) THE REVURY’S SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS OR (B) THE REVURY’S SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM THE REVURY OR THROUGH OR FROM THE SITE OR FROM THE REVURY’S SERVICES OR EMPLOYEES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
11. Limitation of Liability. YOU FURTHER HEREBY EXPRESSLY UNDERSTAND AND AGREE THAT REVURY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS NOW EXISTING OR HEREAFTER APPOINTED SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR FOR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR FOR OTHER INTANGIBLE LOSSES (EVEN IF THE REVURY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE REVURY’S SERVICES OR THE SITE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (C) THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT; OR (D) ANY OTHER MATTER RELATING TO THE REVURY’S SERVICES OR THIS AGREEMENT. IN NO EVENT WILL THE REVURY'S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT IT HAS ACTUALLY RECEIVED AS A RESULT OF SELLING YOUR PROPERTY HEREUNDER. THE FOREGOING DISCLAIMERS AND LIMITATIONS ARE A FUNDAMENTAL PART OF THE BASIS OF THE REVURY'S BUSINESS, AND THE REVURY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH DISCLAIMERS AND LIMITATIONS. PLEASE SEEK THE ADVICE OF APPROPRIATE PROFESSIONALS REGARDING THE TERMS OF THIS AGREEMENT AND THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.
12. Your Representations and Warranties. You hereby represent and warrant the following: (a) that you have good and marketable title to each item of Property and have the right to consign and sell the Property; (b) that none of the Property is subject to any liens or other encumbrances; (c) that the Property does not include counterfeit goods; and (d) that the Property does not infringe upon, misappropriate, or violate any trademark, copyright, or other intellectual property or other proprietary right of any third party, any state or federal law, or any administrative regulation. 13. Indemnification. You hereby agree to indemnify and hold The Revury harmless from all damages, suits, litigation, awards, and costs, including but not limited to, reasonable attorneys’ fees and costs, incurred by The Revury as a result of or arising in any way out of The Revury's display or sale of the Property, including but not limited to, civil or criminal suits over authenticity or ownership of Property, legality of sales, or copyright or trademark infringement. You expressly consent to jurisdiction of a federal or state court located in Orange County, California with respect to any matter arising under this Agreement.
13. Indemnification. You hereby agree to indemnify and hold The Revury harmless from all damages, suits, litigation, awards, and costs, including but not limited to, reasonable attorneys’ fees and costs, incurred by The Revury as a result of or arising in any way out of The Revury's display or sale of the Property, including but not limited to, civil or criminal suits over authenticity or ownership of Property, legality of sales, or copyright or trademark infringement. You expressly consent to jurisdiction of a federal or state court located in Orange County, California with respect to any matter arising under this Agreement.
14. Miscellaneous.
14.1 Amendments; Waiver. The Revury may update or change any of the terms and conditions of this Agreement at any time in its sole discretion upon 14 days’ advance written notice, including as set forth above in "Commissions and Payment" at Section 9 above, and by notifying you in accordance with "Notices" at Section 14.10, below. Revised terms will not apply to Property already Accepted for consignment prior to the effective date of those revised terms. You shall be bound by all revised terms on the effective date, including any changes to the Commissions or Commission Rates, unless you terminate this Agreement before the effective date of the revised terms. If you do not agree to any revised terms, your sole recourse is to terminate this Agreement in accordance with "Termination" at Section 14.7 below before the effective date of the revised terms.
14.2 Entire Agreement. This Agreement and The Revury's Terms of Service located at https://therevury.myshopify.com/pages/terms-and-conditions , which are incorporated by reference in this Agreement, sets forth the final, complete, and exclusive agreement between you and The Revury regarding the subject matter hereof, and terminates and supersedes all prior understandings or agreements on such subject matter. Except as set forth in "Commissions and Payment" at Section 9 and "Amendments; Waiver" at Section 14.1 above, this Agreement may be modified only by a writing signed by you and The Revury.
14.3 No Implied Waiver. Any failure by you or The Revury to enforce any provision of this Agreement shall not constitute a waiver of such provision or of any other provision of this Agreement.
14.4 Assignment. You may not assign this Agreement or any interest you have in it without The Revury's prior written consent. Any prohibited assignment is null and void.
14.5 Severability. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
14.6 Execution; Deliveries. This Agreement to the extent signed and delivered by means of a facsimile machine or other electronic transmission, shall be treated in all manner and respects and for all purposes as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. You acknowledge that you may not consign with The Revury without accepting the terms provided in this Agreement and agree that any affirmative opt-in acknowledgement of this Agreement may operate as a signature to be bound by this Agreement.
14.7 Termination. You and The Revury may each terminate this Agreement in writing at any time, for any reason. Termination will be effective on the date of such notice and the costs listed under "Consignment Period and Return of Property" at Section 6, will apply.
14.8 Survival. Notwithstanding any other provision of this Agreement, any provision of this Agreement that imposes or contemplates continuing obligations on you or The Revury, including representations and warranties will survive the termination of this Agreement.
14.9 Headings; Interpretation. The title of and the article, section and paragraph headings in this Agreement used in this Agreement are provided for convenience only and shall not be used to govern or affect the interpretation of any of the terms or provisions of this Agreement.
14.10 Notices. All notices and other communications you may have including any questions or comments about this Agreement, the Site or The Revury’s services, or should you wish to terminate this Agreement, should be sent directly to The Revury by email at contact@therevury.com. We appreciate if you could include a brief description of the inquiry or request in the subject line of the email so we can best address your notice with the appropriate personnel. You may also write to us at:
The Revury14.11 Governing Law. This Agreement, the relations between you and The Revury and any action, whether contractual or non-contractual, instituted by either party with respect to matters arising under or growing out of or in connection with or in respect of this Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws doctrines.
14.12 Dispute Resolution. In the event of a dispute, You hereby agree to the following:
(a) Informal Dispute Resolution. Except for any controversy or claim relating to or arising from your representations, warranties, and indemnity obligations set forth in "Your Representations, Warranties and Indemnification" at Section 12 above, you and The Revury agree that, with respect to any matters, disputes, or claims between you and The Revury arising from or related to this Agreement or your relationship with The Revury, you and The Revury shall negotiate in good faith to informally resolve the problem or dispute. If the problem or dispute is not resolved satisfactorily within 60 days after you or The Revury receives notice from the other party in accordance with "Notices" at Section 14.10 above, you or The Revury can submit the dispute to binding arbitration in accordance with the arbitration provisions below.
(b) Arbitration. Except for any controversy or claim (i) relating to your obligation to indemnify The Revury, set forth in "Your Representations, Warranties and Indemnification" at Section 12 above or (ii) properly filed and pursued in small claims court on an individual basis, any claim, dispute, or controversy between you and The Revury arising from or relating to this Agreement or the relationships which result from this Agreement that remains unresolved after you and The Revury attempt to resolve them informally shall be resolved by binding arbitration brought on an individual basis as a "Common Claim" before the National Arbitration Forum (NAF) pursuant to the Code of Procedure then in effect (or such other arbitration provider as is mutually agreeable to you and The Revury) in a manner consistent with the terms in this Agreement. You and The Revury shall submit all available documents that support all claims, counterclaims, or defenses at the time of submission of the initial claim or response thereto. Formal discovery will only be permitted upon a showing of good cause and subject to the arbitrator’s approval. In the event the arbitrator requires an in-person proceeding, you agree that such proceeding shall take place in Orange County, California. You and The Revury shall each pay our own arbitration and hearing fees, costs, and expenses, including but not limited, to fees, costs, and expenses for attorneys, experts, discovery, and witnesses (as applicable). The arbitration shall be conducted by a single arbitrator. The arbitration may be held by telephone or by written submissions if you and The Revury so elect. The arbitrator shall issue a written award. Any award of the arbitrator may be entered as a judgment in any court having jurisdiction. Information may be obtained at www.adrforum.com and claims may be filed electronically at file@adrforum.com. After an arbitration is commenced, if the initiating party (the "Claimant") makes a written offer of settlement that is rejected by the other party ("Respondent"), and Claimant is the prevailing party in arbitration and recovers an amount equal to or greater than Claimant’s offer of settlement, Claimant shall recover his, her, or its reasonable attorneys’ fees and expenses incurred in investigating, preparing for, and pursuing the claim in arbitration up to $25,000. After an arbitration is commenced, if Respondent makes a written offer of settlement that is rejected by Claimant, and Claimant either does not prevail in arbitration or does not recover more in the arbitration than Respondent’s offer of settlement (exclusive of attorneys’ fees or costs awarded to Claimant by the arbitrator), then Respondent shall recover his, her, or its reasonable attorneys’ fees and expenses incurred in investigating, preparing for, and defending the claim in arbitration up to $25,000. This agreement shall be governed by and interpreted under the Federal Arbitration Act, 9 U.S.C. Sections 1-16.
(c) Exceptions. This agreement to arbitrate does not apply to claims filed on an individual basis in small claims court properly within that court’s jurisdiction and proceeding on an individual (non-class) basis. You and The Revury expressly agree that arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class-action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolve and make written awards is limited to claims between you and The Revury. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in this Agreement, if any portion of this "Exceptions" provision is deemed invalid or unenforceable, then the entire Arbitration Provision (other than this sentence) shall not apply.
(d) Voluntary and Knowing Waiver. BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY, AND NOT IN ANY REPRESENTATIVE CAPACITY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.
