These terms and conditions create a contract between you and Rhymes With Orange (the “Agreement”). Please read this Agreement carefully. You must agree to this Agreement if you wish to sell your clothing with the help of Rhymes With Orange.
ONCE YOU AGREE TO THIS AGREEMENT, IT WILL REMAIN IN EFFECT UNTIL YOU OR RHYMES WITH ORANGE TERMINATES IT.
Rhymes With Orange is a clothing resale service that consciously cleans closets and navigates the secondhand market on behalf of sellers.
You (“Seller”) would like Rhymes With Orange to sell the items that we have deemed worth of resale (collectively, the “Property“). This is not done on a consignment basis, meaning that you, not Rhymes With Orange, will still own the Property, and you will not be required to transfer physical possession of the Property to Rhymes With Orange. Once the items have been sorted and curated by Rhymes With Orange, they will be listed as available for sale on a pre-agreed upon verified resale platform. The items are then “Accepted“. For items posted to the Seller’s external resale platforms, Seller gives Rhymes With Orange permission to use credentials for the purpose of listing their clothing for sale.
Upon receipt (either digitally or in hand), Rhymes With Orange 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.
Rhymes With Orange only lists Property for resale : (a) that Rhymes With Orange determines in its sole discretion to be in very good to excellent condition; (b) that is aligned to the preferences of its customer base; (c) that Rhymes With Orange 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.
Rhymes With Orange reserves the right to reject any items that do not meet the above requirements. Items that are not accepted will be, with your approval, recommended to a local thrift shop or donation center (see “Unauthenticated Items” at Section 3 below and “Consignment Period and Return of Property” at Section 4 below for more information).
3. UNAUTHENTICATED, COUNTERFEIT, STOLEN, OR UNSELLABLE ITEMS
You are responsible for ensuring the authenticity of all Property Rhymes With Orange sells on your behalf. If Rhymes With Orange 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 Rhymes With Orange determines at any time that an item of Property is counterfeit, Rhymes With Orange 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 Rhymes With Orange.
You acknowledge and understand that Rhymes With Orange is subject to laws and regulations relating to claims that consigned items are counterfeit, have been stolen, or otherwise violate applicable law. Rhymes With Orange takes such reports seriously and will cooperate with law enforcement in all investigations.
You acknowledge that all items sold are eligible to be resold, and do not breach any agreements made with PR companies, manufacturers, private brands or labels. Rhymes With Orange is not responsible for ensuring that consigned items comply with pre-existing contracts or agreements.
You acknowledge that all items listed for sale, by Rhymes With Orange or prior to your engagement, are available for purchase and can be shipped within the platform-required timeframe.
Rhymes With Orange will ask you to validate details (i.e. size, color, product descriptions) upon completing your listings. You acknowledge and understand that Rhymes With Orange is not responsible for errors in the listings that could result in warnings or dissatisfied buyers.
4. EFFORTS TO SELL; PRICE
So long as you comply with this Agreement, Rhymes With Orange will display on the agreed upon resale site and will make commercially reasonable efforts to sell the Property. You acknowledge and agree that:
(a) Rhymes With Orange in its sole discretion will 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) Rhymes With Orange 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 Rhymes With Orange and you have otherwise agreed in writing to a specific price at which a specific item must be sold.
(c) Rhymes With Orange will make every effort to sell your garments using best practices and expertise, but sales can not be guaranteed.
5. COMMISSIONS AND PAYMENT
(a) Commissions. Rhymes With Orange is service-based, no commissions on sales will be taken. You will be asked to submit payment before listing efforts begin. Once an item is sold, Seller retains 100% of earnings.
You and Rhymes With Orange may each terminate this Agreement in writing at any time, for any reason. Termination will be effective on the date of such notice.
7. NO ASSIGNMENT
You may not assign this Agreement or any interest you have in it without Rhymes With Orange’s prior written consent. Any prohibited assignment is null and void.
8. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF Rhymes With Orange’s SERVICES IS AT YOUR SOLE RISK. Rhymes With Orange’s SELLING AND OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Rhymes With Orange 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. Rhymes With Orange MAKES NO WARRANTY THAT (A) RHYMES WITH ORANGE’S SERVICES WILL MEET YOUR REQUIREMENTS OR (B) RHYMES WITH ORANGE’S SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM RHYMES WITH ORANGE OR THROUGH OR FROM THE SITE OR RHYMES WITH ORANGE’S SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
RHYMES WITH ORANGE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS 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 Rhymes With Orange HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) THE USE OR THE INABILITY TO USE Rhymes With Orange’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 Rhymes With Orange’s SERVICES OR THIS AGREEMENT.
IN NO EVENT WILL RHYMES WITH ORANGE’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 Rhymes With Orange’s BUSINESS, AND Rhymes With Orange 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.
9. YOUR REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
You hereby represent and warrant that (a) you have good and marketable title to each item of Property and have the right to consign and sell the Property; (b) none of the Property is subject to any liens or other encumbrances; (c) the Property does not include counterfeit goods; and (d) 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.
Seller releases any of the rights that he/she has or may have had in or to the Images used by Rhymes with Orange. The term “Image” means Seller’s photograph(s), likeness, voice, film footage, video recordings, audio recordings, testimonials and/or interviews, or any portion thereof. In connection herewith, Rhymes with Orange may indefinitely use the Images royalty free for posting on social media and for advertising or promoting Rhymes with Orange’s products and services in any way. You hereby indemnify and hold Rhymes With Orange harmless from all damages, suits, litigation, awards, and costs, including but not limited to, reasonable attorneys’ fees and costs, incurred by Rhymes With Orange as a result of or arising in any way out of Rhymes With Orange’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 the County of New York, Borough of Manhattan with respect to any matter arising under this Section 12.
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 Rhymes With Orange, whether tort, contract, or statutory, shall be governed by the laws of New York, without regard to its conflicts of laws principles.
10. AMENDMENTS TO THIS AGREEMENT
Rhymes With Orange may update or change any of the terms and conditions of this Agreement at any time in its sole discretion upon 14 days’ notice, including as set forth above in “Commissions and Payment” at Section 5 above, and by notifying you in accordance with “Notices” at Section 16, 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 6 above before the effective date of the revised terms.
11. ENTIRE AGREEMENT
This Agreement sets forth the final, complete, and exclusive agreement between you and Rhymes With Orange 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 5 and “Amendments to this Agreement” at Section 10 above, this Agreement may be modified only by a writing signed by you and Rhymes With Orange.
12. NO IMPLIED WAIVER
Any failure by you or Rhymes With Orange to enforce any provision of this Agreement shall not constitute a waiver of such provision or of any other provision of this Agreement.
If any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term 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 Rhymes With Orange will survive the termination of this Agreement.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
If you have any questions or comments about this Agreement, the Site or Rhymes With Orange’s services or wish to terminate this Agreement, please contact Rhymes With Orange by email at email@example.com.
Rhymes With Orange shall provide all notices to you at the email address or physical address that you have provided to Rhymes With Orange. You are solely responsible for keeping that information current with Rhymes With Orange.
You hereby agree that all agreements, notices, disclosures, and other communications that Rhymes With Orange provides electronically to you satisfy any legal requirement that such communications be in writing.
17. DISPUTE RESOLUTION
(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 9 above, you and Rhymes With Orange agree that, with respect to any matters, disputes, or claims between you and Rhymes With Orange arising from or related to this Agreement or your relationship with Rhymes With Orange, you and Rhymes With Orange 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 Rhymes With Orange receives notice from the other party in accordance with “Notices” at Section 16 above, you or Rhymes With Orange 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 Rhymes With Orange, set forth in “Your Representations, Warranties and Indemnification” at Section 9 above or (ii) properly filed and pursued in small claims court on an individual basis, any claim, dispute, or controversy between you and Rhymes With Orange arising from or relating to this Agreement or the relationships which result from this Agreement that remains unresolved after you and Rhymes With Orange 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 Rhymes With Orange in a manner consistent with the terms in this Agreement. You and Rhymes With Orange 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 the County of New York, Borough of Manhattan. You and Rhymes With Orange 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 Rhymes With Orange 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 firstname.lastname@example.org. 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 Rhymes With Orange 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 Rhymes With Orange. 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.