Seller Terms and Conditions

THE FOLLOWING ARE THE TERMS AND CONDITIONS OF REVIVIFY WHICH IS A TRADING NAME OF THREE GUARDS CLOTHING PVT LIMITED AN INDIAN COMPANY WITH NUMBER U74900MH2016PTC274294 AND WHOSE REGISTERED OFFICE IS AT 402 HAMILTON COURT, TAGORE ROAD, SANTACRUZ (WEST), MUMBAI-400054, INDIA AND ITS AFFILIATES (“REVIVIFY”, “WE”, “US” OR “OUR”).

YOU MUST AGREE TO THESE TERMS AND CONDITIONS TO CONSIGN OR SELL GOODS ON WWW.REVIVIFY.COM, AND BY CLICKING “AGREE” YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS AND CONDITIONS.

ONCE YOU AGREE TO THESE TERMS AND CONDITIONS, IT WILL REMAIN IN EFFECT AND GOVERN ALL TRANSACTIONS BETWEEN YOU AND REVIVIFY UNTIL YOU OR WE TERMINATE IT PURSUANT TO SECTION 5 OF THESE TERMS AND CONDITIONS.

1. OVERVIEW; ACCOUNT CREATION

We market and sell (and provide a marketplace for marketing and sale of) designer items, jewellery, watches, home goods and other goods. To sell an item with Us, You first need to create a seller account and provide Your contact and payment information. Once the account is created, You can request that We sell the items for which You will need to complete a description of the Items that you wish to sell with Us (“Property”), by completing a short online form and uploading high-resolution images of the item, showing all aspects of the item. (“Submission”)

You will be able to log into Your “Dashboard” page through Our website, applications, or other services (collectively, the “Service”) to view the status of Your items and accept the Provisional Item Valuation and Final Item Valuation.

REVIVIFY regrets that we cannot provide an account to any Seller who is unable to be on-boarded by our payout solutions partner PayU -www.payu.in.

2. CONSIGNMENT

If You choose Submission for Your Property, You, not REVIVIFY, will still own the Property (the “Consigned Property”), even after You deliver the Consigned Property to Us.

Before We receive or pick up the Consigned Property from You, we will provide you with a provisional valuation (“Provisional Item Valuation”), which you must accept. We will only receive or pick up the Consigned Property if you have accepted the Provisional Item Valuation. 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.

(a) Delivery Of Consigned Property; Risk Of Loss

(i) We accept the risk of loss or damage to Consigned Property only when (i) We take physical possession of the Consigned Property, or (ii) You use Our approved, pre-paid shipping label and approved method of shipment to ship Your Consigned Property and the label is processed into Our approved shipping vendor’s tracking system and You actually provide the Consigned Property to the vendor (“Approved Transit”). A “Shipment” means items of Consigned Property that are placed with a carrier of vendor and shipped together under one Approved Transit shipping label.

(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 FINAL OR PROVISIONAL ITEM VALUATION.

(iii) In the event You request return of an item of Consigned Property, and it is damaged during shipping, You must notify us within 24 hours 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) 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 condition (“Evaluation”). The item’s condition will affect the final valuation and pricing. Based on our evaluation we will either (I) confirm the Provisional Item Valuation as the Final Item Valuation; or (II) ask You to accept a change to the Provision Item Valuation, which once accepted by You will be the Final Item Valuation;

If You decide to reject our Final Item Valuation, You will be required to arrange collection of the item at Your expense within 5 working days failing which the item maybe donated (however We may also destroy or retain items in certain circumstances like those listed in “Unauthenticated Items” at Section 4 below).

(ii) We only accept Consigned Property that We think conforms to the Submission. 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 Good condition; (2) listed in Our current Designer Directory at the time of evaluation (see www.revivify.com/designers for items currently being accepted); (3) 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 (4) consistent with the representations and warranties You make in the “Your Representations, Warranties, and Indemnification” at Section 8.

(iii) If We decide to reject an item on the basis of incorrect information provided at the time of Submission where the information and images do not match or damages are not highlighted upon receiving the physical item, You will be required to arrange collection of the item at Your expense within 5 working days failing which the item maybe donated (however We may also destroy or retain items in certain circumstances like those listed in “Unauthenticated Items” at Section 4 below).

(iv) After the Final Item Valuation is accepted by You, the Item will be listed on Our website for sale, such Listing Price may be higher than the Final Item Valuation, to allow Revivify to recoup their costs for collection of the item from the Seller’s, and other associated costs. (“Listed Items”)

(c) Consignment Period And Return Of Property

(i) Subject to termination pursuant to Section 5 hereof, the “Consignment Period” for each item of Consigned Property begins on the date an item is Listed by Us for Consignment and ends when it is Sold by Us or at the end of 365 days thereafter, whichever is earlier. At any time during the Consignment Period, and subject to this provision, You may request in writing that We return any Listed Item (a “Checkout Request”), so long as the Listed Item has not already been Sold. Once We receive Your Checkout Request, We will use commercially reasonable efforts to remove the Listed Item from the Service, and from any of Our retail store locations, if applicable, before it is Sold.

(ii) If Your Checkout Request is made any time prior to the end of the Consignment Period, You will need to arrange for pick-up of the item from Us. We will inform You of the location for pick-up within 48 hours of us receiving the Checkout Costs. We will return the Listed Item to You and will charge You the costs of return. We will not return the item to You unless and until You pay for the costs of return prior to pick-up. “Checkout Costs” of return are equal to 5% of the Listing Price.

(iii) If a Listed Item has not been Sold and You have not submitted a Checkout Request by the end of the Consignment Period, You relinquish all right, title, and interest to such Listed Item and authorize Us to re-purpose or donate the item to a charity of Our choice without further notice or any compensation to You.

(d) Efforts To Sell; Price

(i) As long as You are in full compliance with these Terms and Conditions, We will display on the Service (and, at Our sole discretion, display and make available for sale at one of Our retail locations), and will make commercially reasonable efforts to sell the Consigned Property.

(ii) In order to market and promote the sale of each item of Consigned Property, We may, with Your prior consent, apply a discount to the item of Consigned Property, which will affect its Final Item Valuation.

(iii) 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, and such discounts will not affect the Final Item Valuation.

(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 Our then-current Return Policy (see www.revivify.com/returns, which may be updated, modified and changed from time to time); 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 Final Item Valuation multiplied by the applicable Commission Rate. The current Commission Rate is 65% of the Final Item Valuation. The Commissions You receive for Sales of Your Consigned Property are the sole compensation You will receive under these Terms and Conditions for such sales.

We may also, from time to time in Our sole discretion and without notice to You, for promotional reasons, 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.

(ii) Payments. We typically begin processing Commission payments as soon as the sale has been made. Payments will be made to Your Stripe Connect Account. Payment processing services for consignment sales and pursuant to Our Get Paid Now program (as set forth more fully in Section 3 below) are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to consign or sell on REVIVIFY, You agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Us enabling payment processing services through Stripe, you agree to provide Us accurate and complete information about You, and You authorize Us to share it and transaction information related to Your use of the payment processing services provided by Stripe.

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 notify You to arrange collection of the item within 5 working days from the date of our notification. 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, grey 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, grey 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

At REVIVIFY, We truly value Our customers and are committed to providing a safe, respectful, and positive experience for You, as well as for the members of Our team. We reserve the right, in our sole discretion, to deny or terminate access to Our services to any user of our platform, seller or buyer.

If our Service is terminated it will not affect our right to receive any money which you owe to us.

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 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.

REVIVIFY 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 HEREIN; OR (D) ANY OTHER MATTER RELATING TO OUR SERVICES.

IN NO EVENT WILL OUR LIABILITY UNDER THESE TERMS 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 CONTRACT WITHOUT SUCH DISCLAIMERS AND LIMITATIONS.

PLEASE SEEK THE ADVICE OF APPROPRIATE PROFESSIONALS REGARDING THE TERMS HEREIN AND THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.

REVIVIFY IS NOT AFFILIATED, ASSOCIATED, OR OFFICIALLY CONNECTED WITH ANY OF THE BRANDS MENTIONED OR SOLD IN THIS WEBSITE.

TRADEMARKS AND COPYRIGHTS ARE RESERVED TO THE ORIGINAL BRANDS. OUR VALUATION AND AUTHENTICATION PROCESS IS BASED SOLELY ON OUR EXPERIENCE AND AI TECHNOLOGY. NO DATA HAS BEEN PROVIDED OR USED FROM ANY OF THE BRANDS LISTED ON OUR WEBSITE AND ONLY THEY CAN 100% GUARANTEE AUTHENTICITY.

THE BRANDS LISTED ON OUR WEBSITE ARE NEITHER RESPONSIBLE FOR NOR BOUND BY ANY OF OUR AUTHENTICITY FINDINGS AND MAY NOT HONOUR ANY CERTIFICATES OF AUTHENTICITY PROVIDED BY REVIVIFY.

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 Property is subject to any liens or other encumbrances; (d) the Consigned Property does not include counterfeit goods; (e) the Consigned 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; 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 REVIVIFY, whether tort, contract, or statutory, will be governed exclusively by the laws of India.

We will try to resolve any disputes with you quickly and efficiently. If you want to take court proceedings, the courts of India will have exclusive jurisdiction in relation to this contract. Indian law will govern this contract and any claims or disputes arising out of or in connection with it (including non-contractual claims and disputes).

10. CONTENT

“Content” is defined as any graphics, photographs, including all image rights, sounds, music, video, audio or text on this site. We try to ensure that the information on this site is accurate and complete. But we do not promise that our Content is accurate or error-free. We cannot guarantee that our content or the server that makes it available are free of viruses or other harmful components. We always recommend that all users of the internet ensure they have up to date virus checking software installed. Your use of the site and its content grants no rights to you in relation to any intellectual property rights relating to the Content All such content including third party trademarks, designs, and related intellectual property rights mentioned or displayed on this site are protected by national intellectual property and other laws and international treaty provisions. Any reproduction or redistribution of the Content is prohibited and may result in civil and criminal penalties.

11. THIRD PARTY RIGHTS

No one other than a party to this contract has any right to enforce any term of this contract.

12. OUR RIGHTS TO AMMEND TERMS

We reserve the right to change these terms at any time and we encourage you to revisit these terms periodically to ensure that you are at all times fully aware of our terms. Any changes are effective immediately upon posting to the website. Your continued use of the website constitutes your agreement to all such terms. We may, with or without prior notice, terminate any of the rights granted by these terms. You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the website.

APPENDIX A

APPENDIX A

1. Submit Your items to Us via your Seller Account.

2. Await Step 1 Authentication and Provisional Item Valuation

3. Upon Your approval of Provisional Item Valuation, collection of Your Item(s) will be arranged.

4. Once We receive the Item at our location, it will be assessed alongside Your initial submission (Step 2 Authentication) You may receive Communication for some or all Your eligible items via Your Dashboard page or directly via email.

5. 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.

6. The Offer Communication will list Your options to for each of Your items: either (1) accept the Consignment Offer Price, (2) accept the Trade In Offer Price for site credit, (3) request that the item be returned to You at Your cost.

7. You will earn a Commission for items that are Sold to a third party.