THE TERMS AND CONDITIONS IN THIS CONSIGNMENT AGREEMENT (THE “AGREEMENT”) CREATE A CONTRACT BETWEEN YOU (“YOU” OR “YOUR”) AND REGIFT COMMERCE, LLC. AND ITS AFFILIATES (“REGIFT COMMERCE”, “WE”, “US” OR “OUR”). PLEASE READ THIS AGREEMENT CAREFULLY. 

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS RATHER THAN JURY TRIALS, IN COURT PROCEEDINGS OR CLASS ACTIONS TO RESOLVE DISPUTES.

YOU MUST AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT IF YOU WISH TO CONSIGN OR SELL GOODS ON THE REGIFT COMMERCE, AND BY SIGNING BELOW OR CONSENTING TO A PRODUCT PICK UP YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. 

 

ONCE YOU AGREE TO THIS AGREEMENT, IT WILL REMAIN IN EFFECT AND GOVERN ALL TRANSACTIONS BETWEEN YOU AND REGIFT COMMERCE UNTIL YOU OR WE TERMINATE IT PURSUANT TO SECTION 5 OF THIS AGREEMENT.

 

1. OVERVIEW; ONBOARDING

We market and sell (and provide a marketplace for marketing and sale of) luxury designer items, jewelry, watches, fine art, home goods, makeup/beauty products, fashion and apparel, accessories, fitness equipment, electronics and other goods. By entrusting Us with the items for pickup(collectively, the “Property”), You agree to authorize Us to sell them on a consignment basis (“Consignment”). 

We are currently in the process of launching a Pilot Program ("Pilot Program"). The Pilot Program serves as an initial testing stage and program aimed at assessing and refining the functionality, features, and performance of the services offered by Regift Commerce  newest venture. Participation in the Pilot Program is voluntary and subject to acceptance of the terms and conditions outlined herein.

 

 

2. CONSIGNMENT 

If You choose Consignment for Your Property, You, not Regift Commerce, will still own the Property (the “Consigned Property”), even after We  pick up the Consigned Property from You. After We receive or pick up the Consigned Property from You, We will send You an email confirming the items of Consigned Property have been received. Once We have further evaluated, inspected, and authenticated the item(s), You will be able to log into Your “SalesDashboard” page through Our website, applications, or other services (collectively, the “Service”) to view the status of Your items and the list price(s) assigned to those Accepted Items (as defined in Section 2(b)(ii) below)). If Our Sales Dashboard is not yet available, please contact a Regift Commerce representative.The Accepted Items will then be processed and listed as available for sale on the Service and, at Our discretion, may also concurrently be displayed and available for purchase. Please note that all list prices are determined at Our sole discretion unless We have previously agreed otherwise with You in writing. 

(a) Consigned Property; Risk Of Loss

(i) We accept the risk of loss or damage to Consigned Property only when We take physical possession of the Consigned Property. (ii) If an item of Consigned Property is damaged, stolen, or lost while in Our possession or during Approved Transit, it will be treated as Sold (as defined in “Title to Property” at Section 2(e) below) and We will pay You a Commission (defined in “Commissions and Payment for Consigned Property” at Section 2(f) below) on that item. The Commission will be based on the damaged, stolen, or lost item’s estimated Net Selling Price (defined in Section 2(f) below), which will be determined solely by Us. This payment represents the amount You would have received in the normal course of a sale, less any discounts or promotions applied under this Agreement, and the payment will be processed and paid under the regular schedule of Commission payments as described in Section 2(f) below. 

(iii) In the event You request return of an item of Consigned Property, and it is damaged during shipping, You must notify us and then return such damaged item to Us in compliance with Our shipping instructions and at Our expense along with any evidence We request to validate Your damage claim. If We can validate, and ultimately agree with, Your damage claim, We will provide the Commission. 

Unless otherwise prohibited by law, this remedy will constitute Your sole remedy and entire recourse against Us for Consigned Property that is damaged, stolen, or lost and is in lieu of any other remedy otherwise available as a matter of law or equity. 

(iv) Any claim by You for a damaged, stolen, or lost item must be made to Us in writing within thirty (30) days of the day that You became aware or should have reasonably become aware of the alleged damage, theft, or loss. In the case of a damaged item, We may have minor damage to an item repaired by a certified repair service within a commercially reasonable amount of time and to re-list the item for sale by You at a price We determine.

(b) Consigned Property Acceptance Conditions 

(i) Upon receipt of an item of Consigned Property, We will evaluate it to determine, in Our sole discretion, its authenticity, quality, and value. The item’s condition will affect the valuation and pricing.

(ii) We only accept Consigned Property that We think is appropriate for resale on the Service. We reserve the right to accept or reject an item for any reason, but generally to be accepted, the Consigned Property must be at a minimum (in Our sole discretion): (1) in fair to pristine condition; (2) authentic (which means, among other things, that the item is not counterfeit, fake, stolen or subject to any geographic sale restrictions, such as in the case of gray market goods); and (3) consistent with the representations and warranties You make in the “Your Representations, Warranties, and Indemnification” at Section 8. If an item meets Our criteria for acceptance, the item will appear as Accepted on Your SalesDashboard page on Our website, at which point the item will be considered an “Accepted Item.” If Our SalesDashboard is not yet available, please contact a Regift Commerce  representative.

(iii) If We decide to reject an item, We will return the item to You at Our expense ; provided, We may also destroy or retain items in certain circumstances like those listed in “Unauthenticated Items” at Section 4 below. 

(c) Consignment Period And Return Of Property

(i) Subject to termination of this Agreement pursuant to Section 5 hereof, the “Consignment Period” for each item of Consigned Property begins on the date an item is Accepted by Us for Consignment and ends 365 days thereafter, even if this Agreement has been terminated during that time by You or Regift Commerce . At any time during the Consignment Period, and subject to this provision, You may request in writing that We return any Accepted Item (a “Return Request”), so long as the Accepted Item has not already been Sold. Once We receive Your Return Request, We will use commercially reasonable efforts to remove the Accepted Item from the Service before it is Sold, and return such Accepted Item to You pursuant to the terms of the Return Policy. For the Pilot Program, with respect to the Return Policy, all items shall be considered as final sale.

(ii) All Return Requests are subject to return fees and other conditions as set forth in the Return Policy.

(iii) If an Accepted Item has not been Sold by the end of the Consignment Period, We will contact You and, at Your option and Our expense: (A) return the Accepted Item to You, in accordance with the terms of the Return Policy, or (B) re-purpose or donate the item to a charity of Our choice. 

(iv) If at the end of the Consignment Period We are unable, after using commercially reasonable efforts (and in any event within thirty (30) days of Our first attempt), to contact You at the email or physical address We have on file for You any items of Consigned Property may be (A) subject to further discounting, in Our sole discretion, and sale, including items of Consigned Property for which specific pricing was agreed between You and Us in advance as set forth in Section 2(d)(ii) below, (B) re-purposed, or (C) donated to a charity of Our choice, in all cases without further notice to or consent from You.

(d) Efforts To Sell; Price

(i) As long as You are in full compliance with this Agreement, We will display on the Service , and will make commercially reasonable efforts to sell the Consigned Property. 

(ii) Unless We have agreed otherwise in writing to a specific price at which a specific item must be Sold during the Consignment Period only, We, in our sole discretion, will determine the initial selling price for each item of Consigned Property (the “Initial Sale Price”) based on Our evaluation of that item, together with Our determination of the current re-sale market price for that item. The original manufacturer’s suggested retail price of an item, while sometimes listed on the item product description page on Our website, is used as a reference only.     

(iii) In order to market and promote the sale of each item of Consigned Property, We may in Our sole discretion apply an immediate discount to the item of Consigned Property, which will affect its Initial Sale Price, unless We have otherwise agreed in writing that such discount is not permitted, or if We have agreed that a discount is permitted during the Consignment Period only, or if We have agreed that a discount is permitted only with Your prior written consent during the Consignment Period only.   

(iv) We may offer additional discounts and promotions during the Consignment Period, at Our sole discretion and without notice to You, to efficiently market and sell the Consigned Property, unless We have otherwise agreed in writing that further discounts are not permitted during the Consignment Period only, or We have agreed that such discounts are permitted only with Your prior written consent during the Consignment Period only.

(e) Title To Property

You will continue to own and have title to each item of Consigned Property until that item is “Sold” or until the end of the Consignment Period. An item will be considered Sold at the earlier of when:

(i) We sell it to a customer and the Consigned Property is not returned to Us within the period specified in the Return Policy; or

(ii) it is lost, stolen, damaged, or destroyed while in Our possession.

(f) Commissions And Payment for Consigned Property

(i) Commissions. We will pay You a Commission on each item of Consigned Property that is Sold. The Commission will be equal to the item’s Net Selling Price (as defined in Section 2(f)(ii) below) multiplied by the applicable Commission Rate (as defined in Section 2(f)(iii) below). The Commissions You receive for Sales of Your Consigned Property are the sole compensation You will receive under this Agreement for such sales. This Section describes how Commissions are created and when and how they are paid. 

(ii) Definitions.

• "Commissionable Period" refers to the calendar month of which a sale of your consigned property takes place. For example, if your consigned item sells on March 5, your commissionable period for that sale will be the entire month of March. Subsequent commissionable periods will follow the same pattern, encompassing one calendar month each. Therefore, whether you sell an item on March 1 or March 29, it will be counted as sold in March. 
• “Net Selling Price” means the price at which an item of Consigned Property is sold, less applicable discounts and promotions, handling fee, third-party payment processing fees, taxes, and basic shipping fees.
•  “Net Sales” means the total amount (based on the Net Selling Price) We received from sales of Your Consigned Property within a Commissionable Period. For example, if You had three items of Consigned Property that sold in a Commissionable Period whose Net Selling Prices were $5,000, $100, and $4,000, Your Net Sales for that Commissionable Period would be $9,100.

(iii) Commission Rates and Commissionable Period. 

The Commission Rate applicable to the sale of your consigned items within a Commissionable Period is variable based on the below commission structure (Figure-a). You will be paid a commission of the Net Sales within that period for our Pilot Program. We reserve the right, at our sole discretion and without prior notice, to offer special Commission Rates for promotional purposes, which may be limited to specific item categories, duration, or subject to other special conditions. Additionally, we may make changes to our Commission structure and rates, with such changes taking effect upon publication on the website, as outlined in Section 2(f)(iii) above.

Figure-a. Re/Gift Commission Structure 

(v) Anonymity and Privacy: unless otherwise agreed upon, Your products will be affiliated with your identity and will be public on our website. However, if You choose to be an anonymous seller, Your identity will remain anonymous throughout the entire sales process, and at no point will it be made public that You are affiliated with the sold products. We will not disclose Your name or personal information to third parties without prior consent. 

 

(vi) Payments. We typically begin processing Commission payments on the first Friday following net 30 of the end of commissionable period. For example, if the commissionable period ends on January 31st, processing of payments would begin on the first Friday following the end of February. Payments will be made to You by direct deposit. Should You choose to receive payment by paper check, You may, in our sole discretion, be charged a processing fee.

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 (provided, however, that these times are estimates only and are subject to change).

 

(vii) Your Information. If You agree to sell an item with or to Us, You will be required to provide contact, payment, billing, and other information. All information You provide to Us must be (and must at all times during the term of this Agreement remain) true, accurate and complete. In order to receive Commissions, refunds or other payments, You must provide Us with all necessary information, including but not limited to a valid email address, postal address, first and last name, and bank account information. We will not be responsible for communication errors should Your information be inaccurate or incomplete. You are responsible for ensuring that You can receive emails from Us, and We are not responsible for any emails that were not received by You because they were blocked or filtered as spam. If You fail to provide Us with accurate and up to date information: (a) We will not be responsible for any misapplied payments or payments sent to a wrong address, and (b) any unclaimed funds may be subject to collection by governmental authorities under applicable unclaimed funds and escheat laws. We have no obligation to You if any of Your unclaimed funds are turned over to governmental authorities.

(viii) Disputes. If there is a Dispute (as defined in “Informal Dispute Resolution” at Section 20(b)), between You and Us relating to Your Consigned Property, We will 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. We may withhold any Commissions due to You (including any due for Sold items of Consigned Property not subject to the dispute) and setoff such Commissions in full or partial satisfaction of any amounts You owe to Us.

4. UNAUTHENTICATED, COUNTERFEIT, OR STOLEN ITEMS

We are committed to preventing the sale of counterfeit and inauthentic goods and have created an authentication process to prevent the sale of counterfeit and stolen goods on the Service. However, You are responsible in the first instance for ensuring the authenticity of all items You provide to us. If We cannot confirm the authenticity of any item of Property You have provided, We may, in Our sole discretion, refuse to accept the item and return it to You in accordance with the Return Policy. If We determine at any time that an item is counterfeit, unapproved, allegedly stolen, or offered for sale in an unauthorized geographic market (for example, gray market goods), We will notify You that we have made such a determination and You will have an opportunity to provide proof of purchase or other proof of authenticity, including sales receipts and other indications of origin or provenance acceptable to Us. Any item that We finally determine, in Our sole discretion, to be counterfeit will not be returned to You and will be destroyed by a certified third-party vendor or, in Our sole discretion, turned over to the appropriate law enforcement agency. We also fully cooperate with brands seeking to track down the source of counterfeit items and in addition to the rights above, if required by court order or directive of law enforcement, We may reveal to brands the contact information of sellers submitting goods that have been challenged as infringing, unapproved, suspicious, allegedly stolen, or offered for sale in an unauthorized geographic market (for example, gray market goods). We reserve the right, in Our sole discretion, to deny the use of Our services to any consignor who submits counterfeit items for sale on the Service.

We are subject to laws and regulations relating to claims that items offered to Us or on the Service are counterfeit, have been stolen, or otherwise violate applicable law. We take such reports seriously and will cooperate with law enforcement in all investigations.

5. TERMINATION; DENIAL OF SERVICE

You and We may each terminate this Agreement in writing at any time, for any reason. Termination will be effective on the date of such notice and any applicable costs relating to return of Consigned Property and terms relating to return of Consigned Property as set forth in the Return Policy will apply.

6. NO ASSIGNMENT

You may not assign this Agreement or any interest You have in it without Our prior written consent. Any prohibited assignment is null and void. This Agreement will inure to the benefit of, and are intended to be enforceable by, the parties and their respective successors and assigns. 

7. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: 

YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR CONSIGNMENT AND OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. WE MAKE NO WARRANTY THAT (A) OUR SERVICES WILL MEET YOUR REQUIREMENTS OR (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM US OR THROUGH OR FROM OUR WEBSITE OR OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

REGIFT COMMERCE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR FOR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR FOR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) THE USE OR THE INABILITY TO USE OUR SERVICES OR OUR WEBSITE; (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 OUR SERVICES OR THIS AGREEMENT.

IN NO EVENT WILL OUR LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT WE HAVE ACTUALLY RECEIVED OR PAID AS A RESULT OF SELLING OR PURCHASING YOUR PROPERTY HEREUNDER. 

THE FOREGOING DISCLAIMERS AND LIMITATIONS ARE A FUNDAMENTAL PART OF THE BASIS OF OUR BUSINESS, AND WE 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. 

8. YOUR REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

You hereby represent and warrant that (a) You are at least 18 years of age, (b) You have good and marketable title to each item of Consigned Property and as the legal and equitable owner have full authority to consign and sell the Consigned Property; (c) none of the Consigned Propertyis subject to any liens or other encumbrances; (d) none of  the Consigned Property includes counterfeit goods; (e) The Consigned Property does not 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; and (f) The Consigned Property is not from, or the result of, illegal activity, including theft or fraud. 

You will indemnify and hold Us harmless from all damages, suits, litigation, awards, and costs, including but not limited to, reasonable attorneys’ fees and costs, incurred by Us as a result of or arising in any way out of Our display or sale of the Consigned Property, including but not limited to, civil or criminal suits over authenticity or ownership of the Consigned Property, legality of sales, or copyright or trademark infringement. 

   

9. GOVERNING LAW

This Agreement, or the breach thereof, and all claims of any kind relating to or arising out of this Agreement and the relationship between You and Regift Commerce, whether tort, contract, or statutory, will be governed exclusively by the laws of Delaware, without regard to its conflicts of laws principles (whether of Delaware or any other jurisdiction). Any Dispute between You and Us that is not subject to arbitration or cannot be heard in small claims court will be resolved exclusively in the state or federal courts of Delaware and the United States, respectively, sitting in New Castle County, Delaware. The United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to this Agreement or any sales or consignments made under this Agreement. 

   

10. AMENDMENTS TO THIS AGREEMENT

We may update or change any of the terms and conditions of this Agreement at any time in Our sole discretion upon thirty (30) days’ notice, except as set forth above in “Commissions and Payment” at Section 2(f)(iv) above which provides that Commission Rates may be changed by Us at any time and without notice to You and that such change is effective immediately. 

You will 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; Denial Of Service” at Section 5 above before the effective date of the revised terms. 

11. ENTIRE AGREEMENT

This Agreement and any terms, policies, or documents incorporated by reference, sets forth the final, complete, and exclusive agreement between You and Us regarding the subject matter hereof and terminates and supersedes all prior understandings or agreements on such subject matter. Except as expressly set forth in “Commissions and Payment” at Section 2(f) and “Amendments to this Agreement” at Section 10 above, this Agreement may be modified only by a writing signed by You and Us. In the event there is a conflict between the terms of this Agreement and any terms or documents incorporated by reference, this Agreement will control. 

12. NO IMPLIED WAIVER

Any failure by You or Us to enforce any provision of this Agreement will not constitute a waiver of such provision or of any other provision of this Agreement.

13. SEVERABILITY

If any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement will remain valid and enforceable as though such terms were absent upon the date of the execution of this Agreement.

14. SURVIVAL OF TERMS AFTER AGREEMENT ENDS

Notwithstanding any other provision of this Agreement, any provision of this Agreement that imposes or contemplates continuing obligations on You or Us will survive the termination of this Agreement.

15. HEADINGS

Headings used in this Agreement are provided for convenience only and will not be used to construe meaning or intent.

16. NOTICES

All notices under this Agreement must be in writing (which includes emails).

If You have any questions or comments about this Agreement, the Service or wish to terminate this Agreement, please contact Us by email at: legal@tryregift.com

You also may write Us at:

Regift Commerce, LLC.
Attn: Legal Department

1801 Century Park West., 6th floor
Los Angeles, CA 90067

We will provide all notices to You at the email address or physical address that You have provided to Us. You are solely responsible for keeping that information current and accurate.

All agreements, notices, disclosures, and other communications that We provide electronically to You satisfy any legal requirement that such communications be in writing.

17. DISPUTE RESOLUTION PLEASE READ THIS ARBITRATION SECTION CAREFULLY TO UNDERSTAND YOUR RIGHTS, BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. 

(a) Scope 

For all matters, disputes, or claims between You and Us arising from or related to this Agreement or Your relationship with Us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, including any dispute about the interpretation or application of this dispute resolution provision or the enforceability, revocability or validity of this arbitration provision or any portion of the arbitration provision (“Disputes”)  will be resolved by the processes and procedures described in this Section 17, first amicably and then through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury. YOU AND REGIFT COMMERCE WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO HAVE ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES RESOLVED IN COURT. 

(b) Amicable Resolution 

In the event of a Dispute, You and Regift Commerce  will first negotiate in good faith to informally resolve the Dispute. You may notify Us of a Dispute by emailing Us at legal@tryregift.com or by writing a letter to Regift Commerce, LLC., Attn: Legal Department, 1801 Century Park W, 6th floor, Los Angeles, CA 90067. The notice must specifically describe the nature of the Dispute and the relief You seek. You and Regift Commerce  will have sixty (60) days from the date of receipt of such a notice to try to resolve the Dispute (or  period as You and The Regift Commerce may agree upon in writing). If the Dispute is not resolved satisfactorily within sixty (60) days after You or Regift Commerce  receives notice from the other party in accordance with “Notices” at Section 16 above, You or Regift Commerce  can submit the Dispute to binding arbitration in accordance with the arbitration provisions below. 

(c) Binding Arbitration 

Except for any controversy or claim properly filed and pursued in small claims court on an individual basis (as explained in “Small Claims Court Option” in Section 17(d) below), any Dispute that remains unresolved after You and The Regift Commerce  attempt to resolve it informally will be resolved by binding arbitration brought on an individual basis, in which case either You or The Regift Commerce may commence confidential binding arbitration under the terms in this Section 17(c). The arbitration will be administered by JAMS under the Consumer Arbitration Rules (available online at www.adr.org or by calling 1-800-778-7879), as amended by this Agreement. The place of arbitration will be in the County of Lassen, California. The arbitration will be conducted by a single arbitrator, selected by JAMS in accordance with the applicable Consumer Arbitration Rules. The arbitration may be held by teleconference or by video conference unless the arbitrator determines upon request by You or by Us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel, the expense and other pertinent circumstances. If the parties are unable to agree on a location, such determination shall be made by the arbitrator. The arbitrator’s decision(s) shall be final and binding. The arbitrator shall have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. Any award of the arbitrator may be entered as a judgment in any court having jurisdiction.

(d) Small Claims Court Option 

If You entered into this Agreement individually, You have the choice to submit any Dispute before a small claims court, if applicable, instead of having the Dispute resolved by arbitration. You can make this choice either before or after the Dispute is submitted for resolution by Arbitration. 

(e) CLASS ACTION AND LITIGATION WAIVER 

BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION. ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, PRIVATE ATTORNEY-GENERAL ACTIONS, CLASS ACTIONS, AND ANY OTHER PROCEEDING WHERE SOMEONE ACTS IN A REPRESENTATIVE CAPACITY ARE NOT PERMITTED, AND YOU ARE AGREEING TO GIVE UP AND WAIVE THE ABILITY TO PARTICIPATE IN A CLASS ACTION. COMBINING INDIVIDUAL PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES IS ALSO NOT ALLOWED. DISPUTES REGARDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE FOREGOING CLASS ACTION WAIVER SHALL BE EXCLUSIVELY RESOLVED BY AN ARBITRATOR APPOINTED BY THE AAA, PURSUANT TO THE APPLICABLE ARBITRATION RULES, AS DETAILED IN THIS SECTION 17. 

(f) Severability. 

Should any portion of this Section 17 be deemed unenforceable by the arbitrator or a court of competent jurisdiction, the unenforceable portion will be severed without affecting the remainder of this Section 17, which will remain in full force and effect. If the severance of any portion of Section 17 results in any claims proceeding on a class or representative basis, those claims will be litigated in court and not in arbitration; the parties agree to stay any litigation of those claims pending the outcome of any individual claims in arbitration.

21. MISCELLANEOUS.

You agree that no joint venture, partnership, employment, or agency relationship exists between You and Us as a result of this Agreement or Your access to and use of the Service. Except as otherwise expressly provided in this Agreement, there will be no third-party beneficiaries to this Agreement.

APPENDIX A

CONSIGNMENT PROCESS SUMMARY

1. We pick up Your items.
2. You may designate some or all items for Consignment.
3. Once We have authenticated and evaluated such eligible items, You may receive an Offer Communication for some or all of Your eligible items via email.
4. We are under no obligation to extend an Offer Price for or to purchase eligible items that do not meet Our acceptance standards in Our discretion. 
5. The Offer Communication will list Your options for each of Your items: either (1) consign the item at the Consignment Offer stated subject to the terms of this Agreement relating to Consignment, or (2) request that the item be returned to You in accordance with the Return Policy. 
6. You will earn a Commission for items that are Sold to a third party.
7. Items that cannot be accepted for Consignment will be returned to You in accordance with the Return Policy.