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SELLER TERMS AND CONDITIONS

SELLER TERMS AND CONDITIONS The Seller Terms and Conditions set out the terms and conditions on which RUE SAINT PAUL LLC (“Rue Saint Paul”, “Rue Saint Paul Sustainable Collective”, “we”, “us”) 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 services, features, and functionalities on ruestpaul.com (“Website”) or through Rue Saint Paul’s shop located at 313 Court Street Brooklyn, NY 11231 (“Shop”), to market and sell products such as apparel, footwear, handbags, accessories, beauty products, and home products (“Service”) to buyer (“Buyers”). Seller acknowledges that by being a Brand Member, 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. You can review the most current version of the Terms and Conditions at any time on this page. We reserve the right to update, change or replace any part of these Terms and Conditions by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

2. RUE SAINT PAUL AS FACILITATOR. Rue Saint Paul assumes 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.

3. LICENSE. Seller hereby grants to Rue Saint Paul, and Rue Saint Paul 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, provided by the Seller 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 AND SERVICE. The Service and the Website, their design and all text, graphics, information, content, and other material displayed on or that can be downloaded from the Service or Website or forming part of the Website, including all affiliated sites, are either the property of, or are used with permission by Rue Saint Paul, 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.

6. DISCLAIMERS OF WARRANTIES. SELLER’S USE OF THIS WEBSITE AND THE SERVICE IS AT ITS SOLE RISK. RUE SAINT PAUL PROVIDES THE MATERIALS AND SERVICES ON THIS WEBSITE AND IN ITS SHOP ON AN “AS IS” AND “AS AVAILABLE” BASIS. RUE SAINT PAUL 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, THE SERVICE, OR THE MATERIALS CONTAINED ON THIS WEBSITE 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.

7. LIMITATIONS OF LIABILITY. IN NO EVENT WILL RUE SAINT PAUL, ITS OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AFFILIATES, AGENTS, SUCCESSORS, ASSIGNS OR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THIS WEBSITE 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.

8. INDEMNITY. Seller will indemnify, defend, and hold Rue Saint Paul 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; and (e) any actual or alleged infringement of any intellectual property rights by Seller Content. 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.

9. CONFIDENTIALITY. During the course of your use of the Service, Seller may receive information relating to Rue Saint Paul, the Service, or Rue Saint Paul’s service providers that is not known to the general public (“Confidential Information”). Seller agrees that: (a) all Confidential Information will remain Rue Saint Paul’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 Rue Saint Paul 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.

10. SELLER COMMITMENTS AND PAYMENTS. (a) Seller shall pay monthly membership fees in full upon receipt of the Seller Invoice and in accordance with the due date on the Seller Invoice. Late payments will result in 2% deduction from that months “Sales Payout” (b) Seller shall deliver all Products to Rue Saint Paul in a timely manner. Seller agrees that all transportation costs incurred to deliver products to Rue Saint Paul are the responsibility of the Seller. Seller also agrees that all transportation costs incurred to deliver products back to the Seller are the responsibility of the Seller. (c) Rue Saint Paul shall remit to the Seller on the 15th day of each month (i) the applicable Sales Payout of all Products made during the prior month. For purposes of these Terms and Conditions, the “Sales Payout” for a Product means the Retail Price multiplied by the Payout Percentage in the Seller Invoice.

11. PRODUCT SELECTION: Rue Saint Paul reserves the right to refuse sale of any Products if we deem the Products to be offensive, inappropriate, and/or in contradiction to our brand values.

12. PRODUCT OWNERSHIP: The Seller retains all risk and ownership of Products until the sale of the Product including while in-transit to or from the Shop, to or from Buyers, and while in the possession of Rue Saint Paul. Upon deliver of Products to Rue Saint Paul, Seller grants Rue Saint Paul authorization to sell, display, and market Products at Rue Saint Paul’s discretion. Delivery of Products to Rue Saint Paul does not indicate in any manner that Rue Saint Paul has a liability to make payment for the Products in part or in whole. Rue Saint Paul assumes no responsibility to any damage to Products while in Rue Saint Paul’s possession. Seller confirms it has its own Property Insurance or otherwise applicable Insurance that protects its Products.

13. PRODUCT DISPLAY: Products will be displayed on the Website and in the Shop at the discretion of Rue Saint Paul. Rue Saint Paul will make best efforts to display as many variations of Products as possible in the Shop. Rue Saint Paul does not commit to displaying every Product or every style, color, fabric, size, or any other variation of Products in the Shop. Rue Saint Paul makes no commitment to display Products in the Shop in a specific arrangement or manner. Products will be made available for sale in accordance with the store hours of Rue Saint Paul. Rue Saint Paul reserves the right to adjust the store hours at any time and to close the Shop if needed due to unexpected or special circumstances.

14. RETURNS AND REFUNDS. Sell agrees to sell Products with Rue Saint Paul strictly under Rue Saint Paul’s Return and Exchange Policy. For purposes of these Terms and Conditions, the “Return and Exchange Policy” is that available on our Website. We reserve the right to accept or refuse product returns and exchange at our discretion and in accordance with the Return and Exchange Policy. Returns will result in a deduction to the future amounts payable to Seller by Rue Saint Paul equal to the Retail Price associated with the returned Product.

15. TAXES. Sales taxes are collected by Rue Saint Paul and remitted directly to the appropriate tax agencies. Sale taxes are not included as part of the Sales Payout. Rue Saint Paul shall not have any liability to Seller or any third party for any taxes. To the extent required to comply with any laws or customs governing trade, Rue Saint Paul 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 at the Shop.

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 Rue Saint 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.

19. SELLER COMMUNICATIONS. Rue Saint Paul welcomes comments and other submissions from the users of the Service and the Website. Any comments, suggestions, ideas or any other materials submitted to Rue Saint Paul, either online, offline or posted on this Website or the Service (collectively, “Seller Communications”), will become Rue Saint Paul’s property upon its submission or posting. Rue Saint Paul shall be entitled to unrestricted use of the Seller Communications including, without limitation, to promote and market the Rue Saint Paul brand, products, and services for any commercial or noncommercial use we deem appropriate, without compensation to the provider of the Seller Communications. None of the Seller Communications shall be subject to any obligation of confidence on the part of Rue Saint Paul, and Rue Saint Paul shall not be liable for any use or disclosure of any Seller Communications. Notwithstanding the foregoing, any personal information you submit to Rue Saint Paul will be held in confidence by us as set forth in our Privacy Policy. This submissions policy is intended to avoid the possibility of future misunderstandings when projects developed by Rue Saint Paul’s staff might seem to others to be similar to their own creative work. Seller represents and warrants that it owns or otherwise controls all of the rights to the Seller Communications and that use of the Seller Communications by Rue Saint Paul does not and will not infringe upon, misappropriate or violate the rights of any third party. We retain the right to remove any Seller Communications, in whole or in part, for any or no reason. For avoidance of doubt, all of Seller’s trademarks and other materials directly associated with the marketing and sale of the Products shall not be considered Seller Communications.

20. WAIVER. No failure or delay on the part of Rue Saint Paul 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 Rue Saint Paul of any right, power or remedy under these Terms and Conditions preclude any other or further exercise of any right, power or remedy.

21. CHOICE OF LAW; JURISDICTION. These Terms and Conditions will be governed by and construed in accordance with the laws of the State of New York, 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 New York, New York.

22. CURRENCY. All amounts stated in these Terms and Conditions are in U.S. dollars.

23. 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.

24. 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.

25. ENTIRE AGREEMENT AND AMENDMENTS. These Terms and Conditions constitutes the entire agreement between the parties with regard to the subject matter hereof. These Terms and Conditions supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) relating to the subject matter hereof. Except as described in Section 1, no amendment or modification of these Terms and Conditions shall be binding unless in writing and duly executed by both parties.

26. 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.

27. 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.

28. 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 Rue Saint Paul. Any attempted assignment, delegation or transfer by Seller without such consent shall be void.

29. 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.

30. 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.

31. 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.

32. 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 Rue Saint Paul’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 Rue Saint Pau shall be sent to: nyc@ruestpaul.com

33. 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 nyc@ruestpaul.com