Seller Terms & Conditions
The Seller Terms and Conditions set out the terms and conditions on which Garmentory Inc. (“Garmentory”, “us”, or “we”) will provide you (on behalf of yourself and the business you represent, along with your agents and affiliates, collectively, “Seller” or “you”) with access to certain features and functionalities on garmentory.com (“Website”) or through its mobile applications (“Applications”), to market and sell boutique goods such as apparel, shoes, handbags, accessories, and home items (“Service”) to buyers (“Buyers”).
SELLER ACKNOWLEDGES THAT BY CLICKING ON THE BUTTON MARKED ‘I ACCEPT’ OR BY USING THE WEBSITE OR APPLICATIONS, IN WHOLE OR IN PART, AS A SELLER, SELLER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU WILL NOT BE ABLE TO USE THE FEATURES AND FUNCTIONALITIES OF THE SERVICE.
1. Changes to these Terms and Conditions. We may modify these Terms and Conditions at any time, without notice, by updating this page. Please check this page periodically for changes since your continued use of the Service following the posting of changes will indicate your acceptance of those changes.
These Terms and Conditions were last updated on April 7, 2015.
2. Garmentory as a Facilitator. Garmentory is not a party to any transaction between Buyers and you and is not liable for any such transaction. We have no control over the quality, safety, or legality of any aspect of the products you choose to sell through the Service (“Products”), the truth or accuracy of the listings, or the ability of Buyers to pay for such Products. Seller shall be solely responsible for promptly responding to all inquiries or complaints from Buyers with respect to the Products and shall solely communicate with such Buyers through the functionality provided by the Service. Garmentory may, however, provide assistance to Seller and Buyer to resolve disputes as Garmentory deems appropriate.
3. License. Seller hereby grants to Garmentory, and Garmentory hereby accepts, a royalty-free, sub licensable, non-exclusive, worldwide, right and license to use, reproduce, perform, display, distribute, adapt, modify, create derivative works of, and otherwise exploit in any manner, any and all of the content and materials including, but not limited to, all images, product photography, store photography, marketing material, trademarks, and logos associated with the Products, uploaded by or on behalf of Seller into the Website or associated with the Service (“Seller Content”) exclusively for (a) the marketing and sale of the Products; and (b) the marketing and use of the Service. Notwithstanding the foregoing, we will not modify any of your trademarks from the form uploaded by you using the Service (except to re-size trademarks to the extent necessary for presentation).
4. Representations. Seller represents and warrants that: (a) if it is a business, it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is registered; (b) it has all requisite right, power, and authority to enter into these Terms and Conditions and perform all of its obligations and grant the rights, licenses and authorizations granted herein; (c) it owns all right, title, and interest in and to all Seller Content or has received permission from the owner of such content and any models or subjects of the content to use the Seller Content as contemplated by these Terms and Conditions; (d) it has obtained all Products lawfully and that the sale of such Products will not violate any rights of any third party, and (e) Seller can lawfully transact all the business contemplated hereunder.
5. Use of the Website, Applications and Service. The Service, the Applications and the Website, their design and all text, graphics, information, content, and other material displayed on or that can be downloaded from the Service, Applications or Website or forming part of the Applications or Website, including all affiliated sites, are either the property of, or are used with permission by Garmentory, and are protected by copyright, trademark, and other laws and treaties, and may not be used except as permitted in these Terms and Conditions or with the prior written permission of the owner of such material. Seller shall not, and shall not allow others to (a) decompile, disassemble or reverse engineer the Service or (b) create derivative works of the Service.
Seller may not modify the information or materials located on this Website, Applications or the Service in any way or reproduce or publicly display, perform, or distribute or otherwise use any such materials for any public or commercial purpose. The foregoing shall not apply to Seller Content which Seller purports to own or has otherwise obtained the right to use. Any unauthorized use of any such information or materials may violate copyright laws, trademark laws, laws of privacy and publicity, and other laws and regulations. You may not run or display this Website or any material displayed on this Website in frames or through similar means without our prior written permission. All rights not explicitly granted in these Terms and Conditions to Seller are reserved to Garmentory or it's licensors.
You shall not upload to, distribute, or otherwise publish through the Website or Applications any content, information or other material (a) that violates, misappropriates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person or entity; (b) that is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under applicable law; (c) that includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties; (d) that could disable, overburden, damage, or impair the website (or application) or interfere with any other party’s use of the Website or Applications, including their ability to engage in real time activities through the Website or Applications; (e) such as a robot, spider or other automatic device, process or means to access the Website for any purpose, including to monitor or copy any of the material on the Website; and (f) that otherwise attempts to interfere with the proper working of the Website, Applications or the proper delivery of Services. Garmentory will have no liability to the Seller, Buyer or any third party due or related to the Seller Content whether arising under the laws of copyright, libel, privacy, obscenity, or otherwise and we may remove any Seller Content at any time with or without prior notice to you. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.
6. Account Information. Seller is solely responsible for maintaining the confidentiality of its account information and password and for restricting access to such information and to your computers. You agree to immediately notify us of any unauthorized use of your password or any breach of security and accept responsibility for all activities that occur under your account or password. You must keep your account information up-to-date and accurate at all times, including a valid email address and other contact information.
7. DISCLAIMERS OF WARRANTIES. SELLER’S USE OF THIS WEBSITE OR APPLICATIONS AND THE SERVICE IS AT ITS SOLE RISK. GARMENTORY PROVIDES THE MATERIALS AND SERVICES ON THIS WEBSITE AND ITS APPLICATIONS ON AN “AS IS” AND “AS AVAILABLE” BASIS.
GARMENTORY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.DUE TO THE COMPLEX NATURE OF SOFTWARE AND THE INTERNET, WE DO NOT WARRANT THAT THIS WEBSITE OR APPLICATION, THE SERVICE, OR THE MATERIALS CONTAINED ON THIS WEBSITE, APPLICATION OR SERVICE ARE COMPLETELY ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION, ARE COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS, FREE OF VIRUSES, ERRORS, OR OTHER HARMFUL COMPONENTS, OR WILL OTHERWISE MEET SELLER’S NEEDS. THE FOREGOING EXCLUSIONS OF WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.
8. LIMITATIONS OF LIABILITY. IN NO EVENT WILL GARMENTORY, ITS OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AFFILIATES, AGENTS, SUCCESSORS, ASSIGNS OR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THIS WEBSITE, APPLICATION OR THE SERVICE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS WEBSITE, ANY WEBSITES LINKED TO THIS WEBSITE, OR THE MATERIALS, PRODUCTS, INFORMATION OR SERVICES CONTAINED AT ANY OR ALL SUCH WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF THE EXCLUSIVE REMEDIES STATED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE, OUR TOTAL AGGREGATE LIABILITY TO SELLER WITH RESPECT TO THIS WEBSITE AND ANY MATERIALS, PRODUCTS OR SERVICES PROVIDED OR ACCESSIBLE THEREIN IS LIMITED TO THE SALES FEES (AS DEFINED BELOW) WE RECEIVED FOR THE SALE OF YOUR PRODUCTS DURING THE TWO MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, DAMAGE, CLAIM OR LOSS. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.
9. Indemnity. Seller will indemnify, defend, and hold Garmentory and its officers, directors, employees, and agents harmless from and against any and all claims, actions, demands, losses, damages, settlements, costs, expenses or other liabilities (including, without limitation, attorneys’ fees) (each, a “Claim”) arising out of or relating to: (a) Seller’s actual or alleged breach of these Terms and Conditions; (b) any acts or omissions of Seller or Seller’s agents or employees in connection with their activities under these Terms and Conditions; (c) your Products (including but not limited to the offer, sale, fulfillment, refund, or return of Products);(d) injuries suffered or alleged by Buyers or any third party due to their use of the Product (e) any actual or alleged infringement of any intellectual property rights by Seller Content; and (f) any taxes (including sales tax) due or alleged to be due for the sale of Products (excluding tax on the gross or net income of Garmentory). Seller shall use counsel reasonably satisfactory to us to defend us against each Claim. Seller may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld or delayed. If you fail to adequately or promptly defend a Claim, we may, in our sole discretion, take over the defense of such Claim at your expense.
10. Confidentiality. During the course of your use of the Service, Seller may receive information relating to Garmentory, the Service, or Garmentory’s service providers that is not known to the general public (“Confidential Information”). Seller agrees that: (a) all Confidential Information will remain Garmentory’s or its licensor’s exclusive property; (b) Seller will use Confidential Information only as is necessary for its use of the Services as contemplated by these Terms and Conditions; (c) Seller will not otherwise disclose Confidential Information to any individual, company, or other third party, and (d) Seller will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted by these Terms and Conditions. Notwithstanding anything in these Terms and Conditions, Seller may disclose Confidential Information to satisfy a legal demand by a court of competent jurisdiction located in the United States, provided that Seller first advises Garmentory at least seven days prior to the disclosure so that we may seek appropriate relief from the court order and, provided further, that Seller shall disclose only that portion of the Confidential Information which is legally required to be disclosed and request confidential treatment of the Confidential Information by the court.
11. Seller Commitments and Payments.
- (a) Seller shall fulfill all orders for Products in a timely and professional manner using packing and marketing materials designated, provided, or required by Garmentory.
- (b) Seller shall process orders only after confirming that the item(s) is in stock and in a condition suitable for sale. A penalty of $10 will be applied for orders that are processed but do not ship for any reason including (but not limited to) incorrect inventory or damaged items.
- (c) Seller shall ship all orders within 1 business day, using shipping services designated by Garmentory.
- (d) Garmentory shall remit to Seller on the 15th day of each month (i) the applicable Sales Proceeds for all sales of Products made during the prior month and (ii) the estimated applicable sales tax collected by us with respect to such sales. For purposes of these Terms and Conditions, the “Sales Proceeds” for a Product means the Offer/Order Price less the Sales Fees and Processing Fee. The amount remitted to Seller by Garmentory shall be adjusted for any returns as set forth in Section 13
12. Fulfillment of Orders. Seller is solely responsible for all aspects of order fulfillment including, but not limited to, any non-delivery, incorrect delivery, theft or other issues associated with its Products.
13. Returns and Refunds. Seller will accept and process returns in accordance with the policy contained in the Buyer Terms and Conditions, or as agreed upon by Seller and Garmentory, at the time the applicable order was received. Seller will determine and calculate the amount of all refunds (including any taxes, shipping and handling or other charges) payable by Seller to a Buyer in connection with a Product, using a functionality we enable for your account. Garmentory will use the information you provide to us to properly process the return and make payment to the Buyer. In certain situations, where Seller provides store credit to Garmentory for a return, will result in a deduction to the future amounts payable to Seller by Garmentory equal to the Sales Proceeds associated with the returned Product.
14. Taxes. As part of the process of registering for an account as a seller using the Service, Seller shall provide to Garmentory the applicable sales tax and/or value added tax or excise tax rate and any other tax applicable to orders placed by Buyers using the Website or Application. Seller, not Garmentory, shall be solely responsible to update these rates from time to time to ensure that the Service has the most up-to-date tax rates to apply to the sale of Products. While Garmentory provides a tool to Seller to assist it in calculating and collecting sales tax from Buyers, Seller acknowledges and agrees that (a) the tool is only a means to estimate the sales tax Seller is legally obligated to pay, (b) Seller is solely responsible for the timely reporting and payment of the correct amount of taxes (including all sales tax) to the applicable authorities with respect to the sale of Products to Buyers, and (c) Garmentory shall not have any liability to Seller or any third party for any taxes including, but not limited to, sales tax associated with the sale of the Products even if the tool incorrectly calculates the estimated sales tax applicable to a sale or if Garmentory is negligent. Notwithstanding the foregoing, Seller shall not be liable for paying any tax assessed on the gross or net income of Garmentory. To the extent required to comply with any laws or customs governing trade, Garmentory may report and/or withhold and remit on Sellers’ account any taxes arising from the Services or sale of the Products on the Website or Application.
15. Payment. Garmentory will collect one or more fees (“Fees”) associated with the sale of Seller Products: (a) Processing Fee. A processing fee for each Product sold using the Service (“Processing Fee”). (b) Sales Fee. A sales fee for each Product sold using the Service (“Sales Fee”) computed by applying the Sales Fee Rate to the amount calculated by taking the gross offer price for the Product (“Offer Price”) and subtracting the Processing Fee. The Offer Price shall exclude any applicable sales tax. (c) Advertising Fee. An Advertising Fee for Seller Product promotions on the Service.
16. Term and Renewal. Unless earlier terminated as permitted by these Terms and Conditions, these Terms and Conditions shall commence on the Effective Date (i.e., the date you accept the Terms and Conditions) and continue in effect for a period of one (1) year. Thereafter, these Terms and Conditions shall automatically renew for successive one (1) year periods unless either party gives the other party notice of its intent not to renew these Terms and Conditions at least thirty (30) days prior to the expiration of the then-current term.
17. Termination. These Terms and Conditions may be terminated in accordance with the following provisions: (a) Without Cause. Either party may terminate these Terms and Conditions without cause by providing the other party with thirty (30) days prior written notice thereof. (b) Material Breach. If either party breaches any material provision of these Terms and Conditions, then the non-breaching party may give written notice to the breaching party and, if the breach is not remedied within fifteen (15) days written notice thereof, the non-breaching party may, in addition to all other remedies available at law, terminate these Terms and Conditions by providing written notice to the breaching party. (c) Termination for Insolvency. Either party may terminate these Terms and Conditions at any time by providing written notice to the other party should the other party file or have filed against it a petition of any type as to its bankruptcy, be declared bankrupt, become insolvent, make an assignment for the benefit of creditors, go into liquidation or receivership, or lose legal control of its business.
18. Effect of Termination. Upon the expiration or termination of these Terms and Conditions as provided above (a) all licenses and other rights granted to Seller under these Terms and Conditions shall terminate; (b) each party shall promptly pay all accrued and unpaid amounts to the other; and (c) within ten (10) days after such expiration or termination Seller shall return to Garmentory all (i) Confidential Information and (ii) any copies or extracts of the Confidential Information. Any obligations of a continuing nature arising under this Agreement shall survive termination.
20. Use of Website or Application Outside the U.S. We control the Website and Applications from our offices within the State of Washington, USA. Although accessible by others, this Website, the Applications, the Service, and content accessible through them are intended for access and use by U.S. residents. We make no representation that the content of the Website, Applications or the Service is appropriate or available for use in other locations.
21. Waiver. No failure or delay on the part of Garmentory to exercise any right, power or remedy under these Terms and Conditions shall operate as a waiver; nor shall any single or partial exercise by Garmentory of any right, power or remedy under these Terms and Conditions preclude any other or further exercise of any right, power or remedy.
22. Choice of Law; Jurisdiction. These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Washington, without giving effect to any principles of conflicts of laws and the United Nations Convention on Contracts for the International Sale of Goods. By registering and using the Service you unconditionally agree to submit to the jurisdiction of the state and federal courts located in Seattle, Washington, USA.
23. Currency. All amounts stated in these Terms and Conditions are in U.S. dollars.
24. Relationship of Parties. Each party is acting as an independent contractor and not, as an agent, partner, or joint venturer with the other party for any purpose. Except as provided in these Terms and Conditions, neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other.
25. Compliance With Laws. Seller shall perform its obligations and exercise its rights under these Terms and Conditions in compliance with all applicable rules, regulations, and laws.
27. Severability. If any term or condition of these Terms and Conditions shall be deemed to be invalid, void, illegal or unenforceable for any reason, that term or condition shall be deemed severable and shall not affect the validity and enforceability of the remaining terms and conditions.
28. Attorneys’ Fees. If any action at law or in equity is necessary to enforce or interpret the terms of these Terms and Conditions, the substantially prevailing party shall be entitled to reasonable attorneys’ fees and costs in addition to any other relief to which such party may be entitled.
29. Assignment. Seller may not assign, delegate or transfer any of its rights or obligations under these Terms and Conditions, without the prior written consent of Garmentory. Any attempted assignment, delegation or transfer by Seller without such consent shall be void.
30. Survival. All provisions of these Terms and Conditions which may reasonably be interpreted or construed as surviving the expiration or termination of these Terms and Conditions shall survive the expiration or termination of these Terms and Conditions.
31. Language. In the event that a copy of these Terms and Conditions is translated into another language, the official version shall be the English language version, which shall prevail in all instances. All correspondence and communications between the parties under these Terms and Conditions shall be in the English language.
32. Acknowledgement. Seller acknowledges that it has had the opportunity to consult with legal counsel in respect of this Agreement, and no assumptions as to drafter will be permitted when interpreting these Terms and Conditions, or any provision thereof.
33. Notices. Any notice required or permitted under these Terms and Conditions shall be given in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) upon confirmation of receipt by email by the party to be notified; and (c) three (3) days after placement with a reputable national overnight carrier for immediate delivery and addressed to the party to be notified at the address indicated for such party in these Terms and Conditions, in Garmentory’s records, or at such other address as such party may designate by five (5) days advance written notice to the other party given in the foregoing manner. Notice to Garmentory shall be sent to the below: Garmentory Inc. 227 Bellevue Way NE PMB 879 Bellevue, WA 98004 email@example.com
34. Additional Assistance. If you do not understand any of the foregoing Terms and Conditions or if you have any questions or comments, we invite you to contact us at firstname.lastname@example.org.